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HomeMy WebLinkAbout1983-06311 RESOLUTION NO. 83_6 A RESOLUTION PROVIDING FOR THE REFUNDING OF CERTAIN OUTSTANDING REVENUE OBLIGATIONS OF INDIAN RIVER COUNTY, FLORIDA, AND THE CON- STRUCTION AND EQUIPPING OF ADDITIONAL COURT- ROOM FACILITIES; AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $5,700,000 CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 1983, TO FINANCE THE COST THEREOF; AND PROVIDING FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON SUCH BONDS FROM THE RACE TRACK FUNDS AND JAI ALAI FRONTON FUNDS ACCRUING ANNUALLY TO INDIAN RIVER COUNTY, FLORIDA, PURSUANT TO LAW. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA (hereinafter referred to as "Board"), that: SECTION 1, AUTHORITY FOR RESOLUTION. This resolution is adopted pursuant to the provisions of Chapter 125, Florida Statutes, Indian River County Ordina;ice No. 77-19, enacted August 3, 1977, and effective August 9, 1977, as amended, Chapter 83-271, Laws_of Florida, Acts of 1983, and other applicable provisions of law. SECTION 2. DEFINITIONS. The following terms shall have the following meanings herein, unless the text otherwise expressly requires. Words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations. A. "County" shall mean Indian River County, Florida. B. "Board" shall mean the Board of County Commissioners of Indian River County, Florida. C. "Act" shall mean Chapter 125, Florida Statutes, Indian River County Ordinance No. 77-19, enacted August 3, 1977, and effective August 9, 1977, as amended, Chapter 83-271, Laws of Florida, Acts of 1983, and other applicable provisions of law. D. "Resolution" shall mean this resolution. E. "Bonds" shall mean the Capital Improvement Revenue Bonds, Series 1983, herein authorized to be issued. F. "Serial Bonds" shall mean any Bonds for the payment of the principal of which, at the maturity thereoF, no fixed i -1- Amortization Installment or bond redemption deposits are required to be made prior to the twelve-month period immediately preceding the stated date of maturity thereof. G. "Term Bonds" shall mean the Bonds of an installment all of which shall be stated to mature on one date and which shall be subject to retirement by operation of the Bona Amortization Account herein established within the Bond Service Fund. H. "Amortization Installment", with respect to any Term Bonds of an installment, shall mean an amount or amounts so designated which is or are established for the Term Bonds of such installment, provided that the aggregate of such Amortization Installments for each maturity of Term Bonds of such installment shall equal the aggregate principal amount of each maturity of Term Bonds of such installment deliverjd on original issuance. I. "Bond Service Requirement" for any Fiscal Year, as applied to the Bonds, shall mean the sum of: (1) the amount required to pay the interest becoming due on the Bonds during such Fiscal Year, except to the extent that such interest shall have been provided by payments into the Bond Service Fund out of proceeds of the sale of the Bonds for a speci- fic period of time or by payments of investment income into the Bond Service Fund from the Bond Amortization Account or any accounts therein; (2) the amount required to pay the principal of Serial Bonds maturing in such Fiscal Year; and (3) the Amortization Installments established for the maturities of Term Bonds for such Fiscal Year. J. "Maximum Bond Service Requirement" shall mean, as of any particular date of calculation, the Bond Service Requirement which is largest in dollar amount for the then current or any future Fiscal Year. K. "Holder of Bonds" or "Bondholder" or "Holders" or any similar term shall mean any person who shall be the Registered Owner of any Bond or Bonds or his transferee. -2- L. "Race Track Funds" shall mean the first $446,500 of the Race Track Funds and Jai Alai Fronton Funds accruing annually to the County under the provisions of Chapters 550 and 551, Florida Statutes, and allocated to the Board pursuant to law. M. "Authorized Investments" shall mean any of the following if and to the extent the same are at the time legal for investment of municipal funds; (a) direct obligations of or obli- gations guaranteed by the United States; (b) bonds, debentures or notes issued by any of the following federal agencies: Bank for Cooperatives; Federal Intermediate Credit Banks; Federal Home Loan Bank System Export -Import Bank of Washington; Federal Land Banks; or the Federal National Mortgage Association (including Participation Certificates); (c) Public Housing Bonds, Temporary Notes, or Preliminary Loan Notes fully secured by contracts with the United States; (d) full faith and credit obligations of any State, provided that at the time of purchase such obligations are rated in either of the two highest rating categories by two nationally recognized bond rating agencies; (e) corporate deben- tures rated in the highest rating category by two nationally recognized bond rating agencies; (f) time deposits represented by certificates of deposit fully secured in the manner provided by the laws of the State of Florida; or (g) investments under the Investment of Local Government Surplus Funds Act of the State of Florida, being Chapter 218, Part IV, Florida Statutes. N. "Refunded Bonds" shall mean the County's outstanding Capital Improvement Revenue Bonds, Series 1980, dated April 1, 1980, and Capital Improvement Revenue Bonds, Series 1981, dated October 1, 1981. O. "Escrow Deposit Agreement" means that certain Escrow Deposit Agreement by and between the County and a bank or trust company to be selected and named by the County prior to the deli- very of the Bonds, which agreement shall be in substantially such form as shall be determined by subsequent resolution of the County. -3- P. "Fiscal Year" shall mean the period commencing on October 1 of each year and ending on the succeeding September 30 or such other annual period as may be prescribed by law from time to time for the County. Q. "Federal Securities" shall mean direct obligations of the United States of America and obligations the principal of and interest on which are fully guaranteed by the United States of America, none of which permit redemption prior to maturity at the option of the obligor. R. "Project" shall mean the completion of the recon- struction, alteration, furnishing and equipping of certain capi- tal facilities of the County for use as an Administration Building, Courthouse and Annexes and the construction and acqui- sition of additional courtroom facilities, all pursuant to the plans and specifications of the Consulting Architect on file, or to be on file, with the County. S. "Bond Registrar" shall mean the officer of the County or such bank or trust company, located within or without the State of Florida, who shall maintain the registration books of the County and who shall be responsible for the registration of and for transfer of the Bonds. T. "Registered Owner" shall mean the owner of any Bond or Bonds as shown on the Books of the County maintained by the Bond Registrar. U. "Record Date" shall mean the 15th day of the month immediately preceding any interest payment date for the Bonds. SECTION 3. FINDINGS. It is hereby ascertained, deter- mined and declared that: A. The County now receives the Race Track Funds which are not pledged or encumbered in any manner except to the payment of the Refunded Bonds, which pledge will be defeased pursuant to the refunding program herein authorized. B. The County has previously issued the Refunded Bonds, of which the sum of not exceeding $4,995,000 principal amount -4- will be outstanding and unpaid at the time the Bonds are issued. C. It is necessary and desirable to acquire and construct the Project, as provided herein, in order to preserve and protect the public health, safety and welfare of the inhabi- tants of the County. D. The County deems it necessary and in its best interest to provide for the refunding of the Refunded Bonds. The refunding program herein described will be advantageous to the County, by (1) restructuring the debt service of the County payable from the Race Track Funds; and (2) providing a Savings in debt service. E. The estimated funds needed for such refunding as above described and for the Project shall be provided from pro- ceeds derived from the sale of the Bonds and other funds of the County available therefor. (1) An amount which, together with the income on the investment thereof, will be sufficient to effect the refunding will be deposited in an irrevocable escrow account established for the holders of the Refunded Bonds, and invested in Federal securi- ties. The principal amounts of such Federal Securities together with the interest earnings thereon will be sufficient to make timely payments of all presently outstanding principal, interest and redemption premiums in respect to the Refunded Bonds and all costs associated with the acquisition and subsequent management of such Federal Securities. (2 ) Such costs of the refunding and of the con- struction of the Project shall be deemed to include bond discount, if any, legal expenses, fiscal advisor expenses, expen- ses for estimates of costs and of revenues, administrative expenses, interest accrued on the Bonds for a reasonable period from the date of issuance thereof, reasonable amounts for reserves, and such other expenses as may be necessary or inciden- tal for the financing authorized by this Resolution. The costs of construction of the Project shall be deemed to include but not -5- be limited to, the acquisition of any lands, or interest therein, and of any fixtures, or equipment, or properties deemed necessary or convenient therefor, architectural/engineering and legal expenses, expenses for financial services or fiscal advisors; expenses for estimates of costs and of revenues, expenses for plans, specifications and surveys, administrative expenses relating to the additions, extensions and improvements authorized by this Resolution, and such other expenses as may be necessary or incidental to the financing authorized by this Resolution and the construction of the Project authorized by this Resclution and the placing of same in operation. F. The principal of and interest on the Bonds and all required sinking fund, reserve and other payments shall be payable solely from the Race Track Funds and the income from investments as herein provided. The County shall never be required to levy ad valorem taxes on any property within its cor- porate territory to pay the principal of and interest on the Bonds or to make any of the required sinking fund, reserve or other payments, and such Bonds shall not constitute a lien upon any property owned by or situated within the corporate territory of the County. G. The estimated Race Track Funds to be received by the County together with the income from investments will be suffi- cient to pay all principal of and interest on the Bonds to be issued hereunder, as the same become due, and to make all required sinking fund, reserve or other payments required by this Resolution. SECTION 4. RESOLUTION TO CONSTITUTE CONTRACT. In con- sideration of the acceptance of the Bonds authorized to be issued hereunder by those who shall hold the same from time to time, this Resolution shall be deemed to be and shall constitute a contract between the County and such Holders. The covenants and agree- ments herein set forth to be performed by the County shall be for the equal benefit, protection and security of the legal Holders -6- Of any and all of such Bonds, all of which shall be of equal rank and without preference, priority or distinction of any of the i Bonds over any other thereof, except as expressly provided therein and herein. SECTION S. AUTHORIZATION OF CONSTRUCTION AND ACQUISITION OF PROJECT AND REFUNDING OF REFUNDED BONDS. There is hereby authorized the acquisition and construction of the Project in accordance with plans and specifications presently on file or to be on file with the County. There is also hereby authorized the refunding of the Refunded Bonds, in the manner hereinafter pro- vided. SECTION 6. AUTHORIZATION OF BONDS. Subject and pursuant to the provisions of this Resolution, obligations of the County to be known as "Capital Improvement Revenue Bonds, Series 1983" are hereby authorized to be issued in the aggregate principal amount of not exceeding Five Million Seven Hundred Thousand Dollars ($5,700,000). SECTION 7. DESCRIPTION OF BONDS. The Bonds may be issued in one or more installments; each installment shall be dated as of a date to be fixed by resolution of the County, but not later than the date of issuance and, if more than one installment, shall have a letter suffix after the Series designation; each installment may be numbered consecutively from one upward; shall be in the denomination of $5,000 each or integral multiples thereof; shall bear interest at not exceeding the maximum rate authorized by applicable law, payable semiannually, and shall mature on such dates and in such years and in such amounts, all as are fixed by subsequent resolution of the County adopted at or prior to the sale of the Bonds. The Bonds shall be issued in fully registered form without coupons; shall be issued as Serial Bonds or Term Bonds or a com- bination of both; shall be payable with respect to both principal and interest at such bank or banks to be determined by the County prior to the delivery of the Bonds; shall be payable in lawful -7- money of the United States of America; and shall bear interest from such date, but not earlier than the date of the Bonds, as is fixed by resolution of the County adopted at or prior to the sale of the Bonds, payable by mail to the registered owner at his address as it appears on the registration books. If Term Bonds are issued Amortization Installments therefor shall be fixed in the subse- quent resolution referred to above. SECTION 8. EXECUTION OF BONDS. The Bonds shall be exe- cuted in the name of the County by the Chairman of the Board and attested by the Clerk of the Board and the corporate st_al of the County or a facsimile thereof shall be affixed thereto or repro- duced thereon. The facsimile signatures of the Chairman and the Clerk may be imprinted or reproduced on the Bonds. The Bond Registrar's Certificate of Authentication shall appear on the Bonds. The Authorized Signature for the Bond Registrar shall be either manual or in facsimile; provided, however, that at least one of the signatures, including that of the authorized signature for the Bond Registrar, appearing on the Bonds shall at all times be a manual signature. In case any one or more of the officers of the County who shall have signed or sealed any of the Bonds shall cease to be such officer of the County before the Bonds so signed and sealed shall have been actually sold and delivered, such Bonds may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office. Any Bonds may be signed and sealed on behalf of the County by such person as at the actual time of the execution of such Bonds shall hold the proper office, although at the date of such Bonds such person may not have held such office or may not have been so authorized. A certification as to Circuit Court validation, in the form hereinafter provided, shall be executed with the facsimile signature of any present or future Chairman of the Board. SECTION 9. NEGOTIABILITY. The Bonds shall be and have all the qualities and incidents of negotiable instruments under the "1 � 1 . laws of the State of Florida, and each successive Holder, in accepting any of the Bonds, shall be conclusively deemed to have agreed that such Bonds shall be and have all of the qualities and incidents of negotiable instruments under the laws of the State of Florida. SECTION 10. REGISTRATION. The Bonds shall be issued only as fully registered bonds without coupons. There shall be a Bond Registrar, which may be either the County itself, or a bank or trust company located within or without the State of Florida. The County, if it chooses to have a bank act as such Bona Registrar shall, not later than the date of sale of the Bonds, by resolu- tion designate such bank to serve as the Bond Registrar and paying agent. The Bond Registrar shall be responsible for main- taining the books for the registration of and for the transfer of the Bonds and, if a bank is so designated, in compliance with an Agreement to be executed between the County and such bank as Bond Registrar as parties on or prior to the delivery date of the Bonds. Such Agreement shall set forth in detail the duties, rights, and responsibilities of the parties to the Agreement. Upon surrender to the Bond Registrar for transfer or exchange of any Bond, duly endorsed for transfer or accompanied by an assignment duly executed by the Registered Owner or his attorney duly authorized in writing, the Bond Registrar shall deliver in the name of the transferee or transferees a new fully registered Bond or. Bonds of authorized denominations of the same maturity for the aggregate principal amount which the registered owner is entitled to receive. All Bonds presented for transfer, exchange, redemption or payment (if so required by the County or the Bond Registrar) shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in form and with guaranty of signa- ture satisfactory to the County or the Bond Registrar, duly exe- cuted by the Registered Owner or by his duly authorized attorney. The County and the Bond Registrar may charge the bond- -9- holder or his transferee a sum sufficient to reimburse them for any expenses incurred in making any exchange or transfer after the first such transfer after the delivery of the Bonds. The Bond Registrar or the County may also require payment from the bond- holder or his transferee of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto, Such charges and expenses shall be paid before any such new Bond shall be delivered. Interest shall be paid on such dates as are set forth in a subsequent resolution to the Registered Owner of record whose name appears on the books of the Bond Registrar as of 5:00 p.m. (local time, Vero Beach, Florida) on the Record Date. New Bonds delivered upon any transfer or exchange shall be valid obligations of the County, evidencing the same debt as the Bonds surrendered, shall be secured by this Resolution, and shall be eptitled to all of the security and benefits hereof to the same extent as the Bonds surrendered. The County and the Bond Registrar may treat the registered owner of any Bond as the absolute owner thereof for all purposes, whether or not such Bond shall be overdue, and shall not be bound by any notice to the contrary. The person in whose name any Bond is registered may be deemed the owner thereof by the County and the Bond Registrar, and any notice to the contrary shall not be binding upon the County or the Bond Registrar. Notwithstanding the foregoing provisions of this Section 10, the County reserves the right, on or prior to the delivery of the Bonds, to amend or modify the foregoing provisions relating to registration of the Bonds in order to comply with all applicable laws, rules, and regulations of the United States Government and the State of Florida relating thereto. SECTION 11. DISPOSITION OF BONDS PAID OR REPLACED. When- ever any Bond shall be delivered to the Bond Registrar for cancella- tion, upon payment of the principal amount thereof or for replace- ment or transfer or exchange, such Bond shall either be retained by -10- the Bond Registrar for a period of time specified in writing by the County or at the option of the County, shall be cancelled and destroyed by the Bond Registrar and counterparts of a certificate of destruction evidencing such destruction shall be furnished to the County. SECTION 12. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In Case any Bond shall become mutilated, or be destroyed, stolen or lost, the County may in its discretion issue and deliver a new Bond of like tenor as the Bonds so mutilated, destroyed, stolen, or lost, in exchange and substitution for such mutilated Bond, upon surrender and cancellation of such mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, and upon the holder furnishing the County and the Bond Registrar proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the County may prescribe and paying such expense as the County and Bond Registrar may incur. All Bonds so surrendered shall be cancelled by the Bond Registrar. If any such Bond shall have matured or be about to mature, instead of issuing a substitute Bond, the County may pay the same, upon being indemnified as aforesaid, and if such Bond be lost, stolen or destroyed, without surrender thereof. Any such duplicate Bonds issued pursuant to this Section shall constitute original, additional, contractual obligations on the part of the County, whether or not the lost, stolen or destroyed Bonds be at any time found by anyone and such duplicate Bonds shall be entitled to equal and proportionate benefits and rights as to lien, source and security for payment, pursuant to this Resolution, from the funds, as hereinafter pledged, to the same extent as all other Bonds issued under this Resolution. SECTION 13. PROVISIONS FOR REDEMPTION. The Bonds or any portions thereof shall be subject to redemption prior to their respective stated dates of maturity, at the option of the County, at such times and in such manner as shall be determined by sub- sequent resolution prior to the sale thereof. -11- No. CUSIP: UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF INDIAN RIVER CAPITAL IMPROVEMENT REVENUE BOND, SERIES 1983 % DUE , KNOW ALL MEN BY THESE PRESENTS, that Indian River County, Florida (hereinafter called "County"), for value received hereby promises to pay to (the "Registered Owner") or registered assigns, solely from the spe- cial funds hereinafter mentioned, on the date specified above the principal sum of Dollarr ($ ) upon the presentation and surrender hereof at the corporate trust office of I , and to pay solely from such special funds interest thereon from the date of this bond or from the most recent interest payment date to which interest has been paid, whichever is applicable, until payment of such sum, at the rate per annum set forth above, payable on , and semiannually thereafter on 1 and 1 in each year, by check or draft mailed to the Registered Owner at his address as it appears, at 5:00 P.M. (local time, Vero Beach, Florida) on the Record Date, on the registration books of the City kept by the Bond Registrar herein- after mentioned. The principal of and interest on this Bond are payable in lawful money of the United States of America. This bond is one of an authorized issue of bonds in the aggregate principal amount of not exceeding $5,700,000 of like tenor and effect, except as to install,nent, date, number, interest rate and date of maturity, issued to finance the cost of refunding the County's outstanding Capital Improvement Revenue Bonds, Series 1980, dated April 1, 1980, and Capital Improvement Revenue Bonds, Series 1981, dated October 1, 1981, and the cost of completing the reconstruction and alteration of certain facili- -13- ties of the County for use as an Administration Building, Court- house ourt-house and Annexes and the construction of additional courtroom facilities in the County, under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 125, Florida Statutes, County Ordinance No. 77-19, enacted August 3, 1977, and effective August 9, 1977, as amended, Chapter 83-'271, Laws of Florida, Acts of 1983, and other applicable provisions of law, and a resolution duly adopted by the Board of County Commissioners (the "Board") of the County on the day of , 1983 (hereinafter called "Resolution"), as supplemented, and is subject to all the terms and conditions of such Resolution. This bond and the interest thereon are payable solely from and secured by a first lien upon and a pledge of the first $446,500 of the Race Track Funds and Jai Alai Fronton Funds accruing annually to the County under the provisions of Chapters 550 and 551, Florida Statutes, and allocated to the Board pursuant to law and the income from the investment of monies held in the funds and accounts established by Section 18 of the Resolution. This bond does not constitute an indebtedness of the Board or of the County within the meaning of any constitutional, statutory or charter provision or limitation. It is expressly agreed by the owner of this bond that such owner shall never have the right to require or compel the levy of ad valorem taxes for the payment of the principal of and interest on this bond or for the making of any sinking fund, reserve or other payments provided for in the Resolution. This bond and the indebtedness evidenced thereby shall not constitute a lien upon any property of the Board or upon any property of or in the County but shall constitute a lien only upon the first $446,500 of the Race Track Funds and Jai Alai Fronton Funds accruing annually to the County and the income from investments in the funds and accounts established by Section 18 of the Resolution in the manner above recited. -14- (To be inserted where appropriate on face of bond: "Reference is hereby made to the further provisions of this bond set Eorth on the reverse side hereof, and such further provisions shall for all purposes have the same effect as if set Eorth on this side.") This bond may be transferred only upon the books of the County kept by the Bond Registrar under the Resolution upon surrender thereof at the principal office of the Bond Registrar with an assignment duly executed by the registered owner or his duly authorized attorney, but only in the manner, subject to the limitations and upon payment of the charges, if any, provided in the Resolution, and upon surrender and cancellation of this bond. Upon any such transfer, there shall b_, executed in the name of the transferee, and the Bond Registrar shall deliver, a new registered bond or bonds in the same aggregate principal amount and series, maturity and interest rate of the authorized denominations as the surrendered bond. In like manner, subject to such conditions and upon the payment of such charges, if any, the registered owner of any bond or bonds may surrender the same (together with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the registered owner or his duly authorized attorney) in exchange for an equal aggregate principal amount of fully registered bonds of the same installment and maturity of any other authorized denominations. It is hereby certified and recited that all acts, con- ditions and things required to exist, to happen and to be performed precedent to and in the issuance of this bond exist, have happened and have been performed in regular and due form and time as required by the Statutes and Constitution of the State of Florida applicable thereto; and that the issuance of this bond and of the issue of bonds of which this bond is one, does not violate any con- stitutional or statutory limitation. This bond is and has all the qualities and incidents of a negotiable instrument under the laws of the State of Florida. -15- (Insert redemption provisions). Notice of such redemption shall be given in the manner required by the Resolution. This bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Reso- lution until the certificate of authentication hereon shall have been executed by the Bond Registrar. IN WITNESS WHEREOF, Indian River County, Florida, has issued this bond and has caused the same to be executed by the Chairman of its Board of County Commissioners and attested by the Clerk of such Board, either manually or with their facsimile signatures, and its corporate seal or a facsimile thereof to be affixed, impressed, imprinted, lithogra,,hed or reproduced 'Hereon, all as of the first day of , 198- INDIAN 98.INDIAN RIVER COUNTY, FLORIDA (SEAL) Chairman, Board of County Commissioners ATTEST: Clerk, Board of County Commissioners BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION This bond is one of the bonds of the issue described in the within -mentioned Resolution. Date of Authentication As Bond Registrar By Aut ori.ze lgnature -16-