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HomeMy WebLinkAbout1991-081INDIAN RIVER COUNTY, FLORIDA RESOLUTION NO. 91-_3j A RESOLUTION SUPPLEMENTING RESOLUTION NO. 89-19 OF INDIAN RIVER COUNTY, FLORIDA, AS AMENDED AND SUPPLEMENTED; AUTHORIZING THE CONSTRUCTION, ACQUISITION, FURNISHING AND EQUIPPING OF A REGIONAL SLUDGE TREATMENT FACILITY IN THE COUNTY; MAKING SAID FACILITY A PART OF THE SYSTEM, AS DEFINED BY SAID RESOLUTION; AUTHORIZING RETIREMENT OF THE WATER REVENUE BONDS, SERIES 1988, ANTICIPATION NOTES OF THE COUNTY; AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $11,175,000 WATER AND SEWER REVENUE BONDS, SERIES 1991, TO FINANCE A PORTION OF THE COST OF THE FACILITY AND TO RETIRE SAID NOTES, AS ADDITIONAL PARITY BONDS UNDER SAID RESOLUTION; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA: SECTION 1. AUTHORITY FOR RESOLUTION. This Resolution which supplements the Master Bond Resolution hereinafter defined is adopted pursuant to Chapters 125 and 159, Florida Statutes (1990), as amended, and other applicable provisions of law. SECTION 2. DEFINITIONS. All terms used herein shall have the meanings ascribed to them in the Master Bond Resolution, except as otherwise expressly provided herein. When used in this Resolution the following terms shall have the following meanings, unless the context clearly requires otherwise: A. "Master Bond Resolution" shall mean Resolution No. 89-19 of the County, as amended and supplemented, from time,.<to time, including, to the extent ,, provided herein, this Resolution. B. "1991 Construction Fund" shall mean the Water and Sewer Revenue Bonds, Series 1991, Construction Fund established hereunder. C. "1991 Project" shall mean the regional sludge treatment facility authorized to be constructed, acquired, furnished and equipped under this Resolution. 1,. "Series 1988 Notes" shall mean the Indian River County, Florida Water Revenue Bonds, Series 1988, Anticipation Notes, dated December 1, 1988, issued and outstanding under Resolution No. 88-120 of the County. E. "Series 1991 Bonds" shall mean the Indian River County, Florida Water and Sewer Revenue Bonds, Series 1991, authorized to be issued under this Resolution. Words importing singular number shall include the plural number and vice versa and words importing persons shall include firms, corporations and other entities and vice versa. SECTION 3. FINDINGS. It is hereby ascertained, determined and declared that: A. The Board on February 14, 1989, duly adopted a resolution entitled as follows: "RESOLUTION NO. 89-19 A RESOLUTION OF INDIAN RIVER COUNTY, FLORIDA, PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING $7,500,000 WATER AND SEWER REVENUE REFUNDING BONDS, SERIES 1989, OF THE COUNTY TO REFUND CERTAIN OUTSTANDING BONDS OF THE COUNTY HERETOFORE ISSUED TO FINANCE THE COST OF CONSTRUCTION OR ACQUISITION OF THE COMBINED WATER AND SEWER SYSTEM OF THE COUNTY; PROVIDING FOR THE RIGHTS OF THE REGISTERED OWNERS OF SAID BONDS; PROVIDING FOR THE PAYMENT THEREOF; MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF SAID BONDS; AND PROVIDING AN EFFECTIVE DATE." B. The Board on May 2, 1989, duly adopted Resolution No. 89-46 amending and restating Resolution 89-19. C. The County has previously issued the Series 1988 Notes to reimburse itself for the cost of purchasing the System, as defined in Resolution No. 88- 120 of the County. D. It is necessary and desirable to construct, acquire, furnish and equip a regional sludge treatment facility in the County in order to preserve and protect the public health, safety and welfare of the inhabitants of the County. D. It is necessary and desirable to retire the Series 1988 Notes. E. The County deems it necessary and in its best interest to finance a portion of the cost of said facility and the amount necessary to retire the Series 1988 Notes by the issuance of the Series 1991 Bonds as Additional Parity Bonds under the Master Bond Resolution. Funds. F. The Series 1991 Bonds shall be payable solely from the Pledged G. It is expected that the Pledged Funds will be sufficient to pay the principal of, premium, if any, and interest on the Bonds, including the Series 1991 Bonds. SECTION 4. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the acceptance of the Series 1991 Bonds by the Registered Owners thereof who shall hold the same from time to time, the Master Bond Resolution, including this Resolution, shall be deemed to be and shall constitute a contract between the County and Registered Owners of the Series 1991 Bonds. The covenants and agreements set forth herein and in the Master Bond Resolution to be performed by the County shall be for the equal benefit, protection and security of the Registered Owners of the Bonds, including the Series 1991 Bonds, all of which Bonds shall be of equal rank and without preference, priority or distinction 2 with respect to any other Bonds, except as expressly provided in the Master Bond Resolution, in this Resolution and in the Bonds. SECTION 5. AUTHORIZATION OF 1991 PROJECT. The 1991 Project is hereby authorized in accordance with the plans and specifications on file or to be placed on file with the County, as modified from time to time as deemed necessary or desirable. SECTION 6. 1991 PROJECT MADE A PART OF THE SYSTEM. The 1991 Project shall be a part of the System. SECTION 7. RECEIPTS AND REVENUES FROM THE 1991 PROJECT MADE REVENUES. All receipts and revenues received by the County from the operation of the 1991 Project and all improvements, extensions and additions thereto hereafter constructed or acquired shall be Revenues. SECTION 8. AUTHORIZATION TO RETIRE THE SERIES 1988 NOTES. The retirement of the Series 1988 Notes is hereby authorized. Said retirement shall be in whole, may be prior to maturity at the applicable redemption price or at maturity at par and shall be on such terms and conditions as specified by subsequent resolution of the Board. SECTION 9. AUTHORIZATION AND DESCRIPTION OF SERIES 1991 BONDS. Subject and pursuant to the provisions of the Master Bond Resolution and this Resolution, obligations of the County to be known as "Water and Sewer Revenue Bonds, Series 1991," are hereby authorized to be issued in the aggregate principal amount of not exceeding $11,175,000. The Series 1991 Bonds shall be Additional Parity Bonds issued pursuant to the Master Bond Resolution. The Series 1991 Bonds shall be dated as of a date to be fixed by subsequent resolution of the County and may be numbered consecutively from one upward or in such other manner as agreed upon between the County and the Bond Registrar. The Series 1991 Bonds shall be issued in such denominations, shall bear interest at such rate or rates, not exceeding the maximum rate authorized by applicable law, payable at such times, shall mature on such dates and in such years and in such amounts, shall be subject to redemption, in whole or in part, prior to their respective stated dates of maturity, at the option of the County or otherwise, at such times and in such manner and shall have such other terms and conditions all as may be determined by subsequent resolution of the County adopted at or prior to the sale of the Series 1991 Bonds. The Series 1991 Bonds shall be substantially in the form set forth in the Master Bond Resolution, with such omissions, insertions and variations as may be necessary and/or desirable and authorized or permitted by the Master Bond Resolution, this Resolution or any.subsequent resolution adopted prior to the issuance thereof, or as may be necessary to comply with applicable laws, rules and regulations of the United States and the State of Florida in effect upon the issuance thereof: The Series 1991 Bonds shall be issued in fully registered form without coupons; shall be payable with respect to principal at a principal corporate trust office of the Paying Agent; shall be payable in lawful money of the United States of America; and shall bear interest from their date, payable by check mailed to the Registered Owners at their addresses as they appear on the registration books kept by the Bond Registrar on behalf of the County. Notwithstanding any other provisions of this section, the Board may, at its option, prior to the date of issuance of the Series 1991 Bonds and subject to the approval of the purchasers of said Bonds, elect to use an 3 immobilization system or pure book -entry system with respect to issuance of said Bonds, provided adequate records will be kept with respect to the ownership of said Bonds issued in book -entry form or the beneficial ownership of said Bonds issued in the name of a nominee. As long as any Series 1991 Bonds are outstanding in book -entry form, the provisions of Sections 7, 9, 10 and 11 of the Master Bond Resolution shall not be applicable to such book -entry Bonds. The details of any alternative system of Bond issuance, as described in this paragraph, shall be set forth in a resolution of the Board duly adopted at or prior to the delivery of any of the Series 1991 Bonds. SECTION 10. 1991 FUND AND ACCOUNTS. There is hereby created and established the "Water and Sewer Revenue Bonds, Series 1991, Sinking Fund" (herein the "1991 Sinking Fund") within the Sinking Fund, the "Water and Sewer Revenue Bonds, Series 1991, Bond Amortization Account" (herein the "1991 Bond Amortization Account") within the Bond Amortization Account and the "Water and Sewer Revenue Bonds, Series 1991, Reserve Account" (herein the "1991 Reserve Account") within the Reserve Account. The 1991 Sinking Fund, the 1991 Bond Amortization Account and the 1991 Reserve Account shall not in any manner whatsoever affect the parity of the Bonds. Revenues and other amounts deposited in the Sinking Fund allocable to the Series 1991 Bonds shall be held in the 1991 Sinking Fund. Revenues deposited in the Bond Amortization Account allocable to the Series 1991 Bonds shall be held in the 1991 Bond Amortization Account. Revenues and other amounts deposited in the Reserve Account allocable to the Series 1991 Bonds shall be held in the 1991 Reserve Account. The income from investment of the 1991 Sinking Fund and the 1991 Reserve Account during a reasonable period of time from the date of issuance of the Series 1991 Bonds, as specified by subsequent resolution of the Board, shall be deposited into the 1991 Rebate Account to the extent required and the excess, if any, into the 1991 Sinking Fund. SECTION 11. SERIES 1991 BONDS NOT GENERAL OBLIGATIONS. The Series 1991 Bonds shall not be or constitute general or moral obligations or a pledge of the faith, credit or taxing power of the County, the State of Florida or any political subdivision thereof or an indebtedness of any of them as "bonds" within the meaning of the Constitution of the State of Florida, but shall be special obligations of the County payable solely from and secured solely by a lien upon and a pledge of the Pledged Funds. No Registered Owner shall ever have the right to compel the exercise of the ad valorem taxing power of the County, the State of Florida or any political subdivision thereof, or taxation in any form of any real property therein, to pay the Series 1991 Bonds or the interest thereon, or be entitled to payment of such principal and interest from any funds of the County other than the Pledged Funds. SECTION 12. COVENANTS IN MASTER BOND RESOLUTION. All of the covenants made by the County in the Master Bond Resolution are hereby made, ratified and confirmed and shall apply with respect to the Series 1991 Bonds as if fully set forth herein. SECTION 13. ARBITRAGE. The County covenants to and with purchasers of the issue which is comprised of the Series 1991 Bonds that it will make no use of the proceeds of such issue which will cause the Series 1991 Bonds to be or become "arbitrage bonds" within the meaning of Section 103(b)(2) and Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations implementing said Sections that duly have been published in the Federal Register or with any other applicable regulations implementing said Sections, and the County further covenants to comply with all other requirements 4 of the Code if and to the extent applicable to maintain continuously income tax exemption of interest on the Series 1991 Bonds. SECTION 14. APPLICATION OF SERIES 1991 BOND PROCEEDS. received from the sale of the Series 1991 Bonds shall be deposited by the County as follows: the Federal All moneys and applied A. All accrued interest plus, at the option of the County as specified by subsequent resolution of the Board, an amount which, together with the income expected to be deposited into the 1991 Sinking Fund pursuant to Section 10 hereof, will equal all or a portion of the interest on the Series 1991 Bonds for a reasonable period of time from the date of issuance thereof shall be deposited into the 1991 Sinking Fund and applied exclusively for the payment of interest first becoming due on the Series 1991 Bonds. B. A sum, if any, specified by subsequent resolution of the Board shall be deposited into the Reserve Account in the Sinking Fund. C. An amount specified by subsequent resolution of the Board shall be applied in connection with the retirement of the Series 1988 Notes as specified by subsequent resolution of the Board. D. The amount necessary to pay all engineering fees, costs and expenses associated with financial reports, studies and projections, legal fees, fees of financial advisors, printing expenses, premiums and expenses related to insuring or rating the Series 1991 Bonds and all other similar costs incurred in connection with the issuance of the Series 1991 Bonds shall be paid or provided for. E. A fund is hereby created and established to be known as the "Water and Sewer Revenue Bonds, Series 1991, Construction Fund" (herein the "1991 Construction Fund"). There shall be deposited into the 1991 Construction Fund the balance of the moneys remaining after making all the deposits and payments provided for above. The moneys on deposit in the 1991 Construction Fund shall be withdrawn, used and applied by the County, as and when necessary, solely for the payment of the costs of the 1991 Project and purposes incidental thereto. If for any reason any moneys in the 1991 Construction Fund are not necessary for or are not applied to the payment of such costs, then such moneys shall be deposited by the County into the Sinking Fund and used only to pay the principal of and interest on the Series 1991 Bonds. Anything to the contrary contained herein notwithstanding, the 1991 Construction Fund shall be and constitute a trust fund for the purposes provided herein therefor and shall be Pledged Funds. Any moneys in the 1991 Construction Fund which, in the opinion of the County, acting upon the recommendation of the Consulting Engineers, are not immediately necessary► for expenditure, as hereinabove provided, may be invested in Authorized Investments maturing at such time or times as will make the proceeds thereof available when needed. All income derived therefrom shall be deposited into the 1991 Rebate Account to the extent required and the excess, if any, into the 1991 Construction Fund. All expenditures or disbursements from the 1991 Construction Fund shall be made only after such expenditures or disbursements shall have been approved in writing by the County and, where applicable, by the Consulting Engineers. 5 The date of completion of each phase of the 1991 Project shall be determined by the Consulting Engineers, who will certify such facts in writing to the Board. SECTION 15. REBATE. Anything to the contrary contained herein notwithstanding, the County shall at least annually transfer appropriate amounts from the funds and accounts under the Master Bond Resolution and hereunder to which income on investments attributable to the Series 1991 Bonds has been deposited into an account to be known as the "Water and Sewer Revenue Bonds, Series 1991, Rebate Account" (herein the "1991 Rebate Account") sufficient to pay to the United States of America all amounts due with respect to the Series 1991 Bonds under the provisions of Section 148 (f) of the Internal Revenue Code of 1986, as amended and supplemented, or under similar provisions of subsequent federal revenue laws. The earnings on the 1991 Rebate Account shall be added to and become a part of the 1991 Rebate Account. Moneys in the 1991 Rebate Account shall only be used to pay the amounts due to the United States of America under said Section of the Code with respect to the Series 1991 Bonds as the same shall become due and payable. It is the intent of this paragraph to provide for payment of all amounts due under said Section of the Code with respect to the Series 1991 Bonds, in such installments and at such times as may be required by said Section of the Code. In the event of any amendment to the Code or the promulgation of regulations under the Code which provide or require otherwise than as provided or required in this paragraph, this paragraph shall be deemed to be amended to incorporate such amendments or regulations, to the extent applicable, and any provisions hereof which conflict with the provisions thereof shall be deemed to be null and void. SECTION 16. SALE OF THE SERIES 1991 BONDS. The Series 1991 Bonds may be sold at public or private sale pursuant to the Act, all at one time or from time to time, as shall be provided by subsequent resolution of the Board. SECTION 17. VALIDATION. The attorney for the County is hereby authorized and directed to institute appropriate proceedings in the Circuit Court of the Nineteenth Judicial District of Florida in and for Indian River County, Florida, for the validation of the Series 1991 Bonds. SECTION 18. MODIFICATION OF RESOLUTION. No adverse material modification or amendment of this Resolution, or of any resolution amendatory hereof or supplemental hereto, may be made except as permitted under Section 21 of the Master Bond Resolution. SECTION 19. SEVERABILITY. If any one or more of the covenants, agreements or provisions of this Resolution should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements and provisions hereof, and shall in no way affect the validity thereof or of the Bonds. SECTION 20. REPEALER. Any resolution or part thereof, except the Master Bond Resolution or part thereof, in conflict with this Resolution or a part hereof is, to the extent of such conflict, hereby repealed. In the event of a conflict between the Master Bond Resolution or a part thereof and this Resolution or a part hereof, the Master Bond Resolution or part thereof shall, 6 to the extent of such conflict, prevail, except as may be specifically provided herein. SECTION 21. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. The foregoing resolution was offered by Commissioner Sc urloc kwho moved for its adoption. The motion was seconded by Commissioner Eggert and, upon being put to a vote, the vote was as follows: Chairman Richard N. Bird Ayp Vice Chairman Gary C. Wheeler Aye Commissioner Margaret C. Bowman Aye Commissioner Carolyn K. Eggert Aye Commissioner Don C. Scurlock, Jr. Aye The Chairman thereupon declared the Resolution duly passed and adopted this 2 3 day of I n 1 y , 1991. hest:.., Jefrrey K. Barton, Clexk CA � 4//i X! yt oma' C' BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA By: G4:01eZ::7 Chairman APPROVED AS TO FORM AND LEGAL SUFFICIENCY (CakOaDCI Charles P. Vitunac Attorney for the County 7