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HomeMy WebLinkAbout1986-0195 DULY ADOPTED ON JULY 17, 1985, BY MAKING CERTAIN CHANGES NECESSARY FOR THE ISSUANCE OF A MUNICIPAL BOND INSURANCE POLICY WITH RESPECT TO THE BONDS; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA: SECTION 1. AUrHORITY FOR RESOLUTION. This resolution is adopted pursuant to the provisions of Chapter 125, Florida Statutes, Indian River County Ordinance No. 77-19, duly enacted by the Board on August 3, 1977, as amended, and other applicable provisions of law. SECTION 2. FINDINGS. It is hereby ascertained, deter- mined and declared that: A. The Board of County Commissioners of Indian River County, Florida (the "Board"), on July 17, 1985, duly adopted a resolution entitled: "A RESOLUTION PROVIDING FOR THE CONSTRUCTION AND EQUIPMENT OF A PUBLIC GOLF COURSE. IN INDIAN RIVER COUNTY, FLORIDA; AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $4,200,000 RECREATIONAL REVENUE BONDS, SERIES 1985, TO FINANCE THE COST THEREOF; AND PROVIDING FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON SUCH BONDS FROM THE NET REVENUES TO BE DERIVED FROM THE OPERATION OF THE GOLF COURSE, THE R--ACETRACK FUNDS AND JAI ALAI FRONTON FUNDS ACCRUING ANNUALLY TO INDIAN RIVER COUNTY, FLORIDA, PURSUANT TO LAW, AND CERTAIN INVESTMENT INCOME." (the "Resolution"). -1- AESOLUTION NO. 86-19 A RESOLUTION AMENDING A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, ENTITLED: • "A RESOLUTION PROVIDING FOR THE CONSTRUCTION AND EQUIPMENT OF A PUBLIC GOLF COURSE IN INDIAN RIVER COUNTY, FLORIDA; AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $4,200,000 • RECREATIONAL REVENUE BONDS, SERIES 1985, TO FINANCE THE COST THEREOF; AND PROVIDING FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON SUCH BONDS FROM THE NET REVENUES TO BE DERIVED FROM THE OPERATION OF THE GOLF COURSE, THE RACETRACK FUNDS AND JAI ALAI FRONTON FUNDS ACCRUING ANNUALLY TO INDIAN RIVER COUNTY, FLORIDA, PURSUANT TO LAW, AND CERTAIN INVESTMENT INCOME." DULY ADOPTED ON JULY 17, 1985, BY MAKING CERTAIN CHANGES NECESSARY FOR THE ISSUANCE OF A MUNICIPAL BOND INSURANCE POLICY WITH RESPECT TO THE BONDS; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA: SECTION 1. AUrHORITY FOR RESOLUTION. This resolution is adopted pursuant to the provisions of Chapter 125, Florida Statutes, Indian River County Ordinance No. 77-19, duly enacted by the Board on August 3, 1977, as amended, and other applicable provisions of law. SECTION 2. FINDINGS. It is hereby ascertained, deter- mined and declared that: A. The Board of County Commissioners of Indian River County, Florida (the "Board"), on July 17, 1985, duly adopted a resolution entitled: "A RESOLUTION PROVIDING FOR THE CONSTRUCTION AND EQUIPMENT OF A PUBLIC GOLF COURSE. IN INDIAN RIVER COUNTY, FLORIDA; AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $4,200,000 RECREATIONAL REVENUE BONDS, SERIES 1985, TO FINANCE THE COST THEREOF; AND PROVIDING FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON SUCH BONDS FROM THE NET REVENUES TO BE DERIVED FROM THE OPERATION OF THE GOLF COURSE, THE R--ACETRACK FUNDS AND JAI ALAI FRONTON FUNDS ACCRUING ANNUALLY TO INDIAN RIVER COUNTY, FLORIDA, PURSUANT TO LAW, AND CERTAIN INVESTMENT INCOME." (the "Resolution"). -1- B. It is necessary and desirable to amend the Resolution by making certain changes necessary for the issuance of a municipal bond insurance policy with respect to the bonds. SECTION 3. AMENDMENTS TO RESOLUTION. The Resolution is amended in the following manner. A. Section 2 of the Resolution is hereby amended to read as follows: "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. 'Act' shall mean Chapter 125, Florida Statutes, Indian River County Ordinance No. 77-19, duly enacted by the Board on August 3, 1977, as amended, and other applicable provi- sions of law. B. 'Additional Parity Obligations' shall mean addi- tional obligations issued in compliance with the terms, conditions and limitations contained in this resolution and which shall have an equal lien on the Pledqed Funds. C. 'Amortization Installment,' with respect to any Term Bonds of a series, shall mean an amount or amounts so designated which is or are established for the Term Bonds of such series, provided that the aggregate of such Amortization Installments for each maturity of Term Bonds of such series shall equal the agqre- gate principal amount of each maturity of Term Bonds of such series delivered on oriqinal issuance. D. 'Authorized Investments' shall mean any of the following if and to the extent the same are at, the time legal for investment of county funds; (1) direct obligations of or obliga- tions unconditionally guaranteed by the United States of America; (2) time deposits represented by certificates of deposit fully secured in the manner provided by the laws of the State of Florida; (3) repurchase agreements between the Issuer and -2- I 'qualified public depositories,' as defined in Chapter 280, Florida Statutes, or between the Issuer and any government bond deale,. recognized as a primary dealer by the Federal Reserve Bank of New York, in each case having a capital and surplus or net capital of $100,000,000, which agreements are fully secured by obligations described in (1) above that have been physically delivered to a third party agent and are held in the name of the Issuer; or (4) any other investments specified by Section 125.31, Florida Statutes. E. 'Board' shall mean the Board of County Commissioners of Indian River County, Florida. F. 'Bond Registrar' shall mean a bank or trust company, located within or without the State of Florida, which shall main- tain the registration books of the Issuer and which shall be responsible for the transfer and exchange of the Bonds. G. 'Bonds' shall mean the Recreational Revenue Bonds, Series 1985, herein authorized to be issued, together with any Additional Parity Obligations. H. 'Bond Service Requirement' for any Bond Year, as applied to the Bonds of any series, shall mean the sum of: (1) The amount required to pay the interest becoming due on the Bonds of such series during such Bond Year. (2) The amount required to pay the principal of Serial Bonds of such series maturing in such Bond Year. (3) The Amortization Installment for the Term Bonds of such series for such Bond Year. In computing the Bond Service Requirement for any Bond Year, the Issuer shall assume that an amount of the Term Bonds of such series equal to the Amortization Installment for the Term Bonds of such series for such Bond Year will be retired by purchase or redemption in such Bond Year. When determining the amount of principal of and interest on the Bonds which matures in any year, for purposes of. this resolution, the stated maturity date of Term Bonds shall be disregarded, and the Amortization Installment, if any, applicable to Term Bonds in -3- such year shall be deemed to mature in such year. The amount of the Bond Service Requirement for any Bond Year shall be reduced by the amount deposited into the Sinking Fund and/or the Bond Amortization Account, from legally available funds, for payment of the principal of, interest on and/or Amortization Installments for the Bonds. I. 'Bond Year' shall mean the annual period ending on a principal maturity date or an Amortization Installment due date for the Bonds. J. 'Cost of operation and Maintenance' of the Project shall mean the current expenses, paid or accrued, of operation, maintenance and repair of the Project, as calculated in accor- dance with sound accounting practice, but shall not include payments in lieu of taxes, any reserve for renewals and replacements, extraordinary repairs or any allowance for depreciation. K. 'Federal Securities' shall mean, collectively, any of the following to the extent the same are sufficient for defeasance under state law (1) direct obligations of (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America), or obligations the principal of and interest on which are uncon- ditionally guaranteed by the United States of America; (2) bonds, debentures or notes or other evidence of indebtedness payable in cash issued by any one or a combination of any of the following federal agencies whose obligations represent the full faith and credit of the United States of America: Export Import Bank of the United States, Federal Financing Bank, Farmer's Home Administration, Federal Housing Administration, Maritime Administration, Public Housing Authority and Government National Mortgage Association; (3) certificates of deposit with commercial banks, savings and loan associations and mutual savings banks properly secured at all times by collateral security described in (1) and (2) above; and (4) the following investments fully -4- insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation: (a) certificates of deposit, (b) savings accounts, (c) deposit accounts or (d) depository receipts of banks, savings and loan associations and mutual savings banks. The value of the above investments shall be determined as provided below. 'Value,' as of any particular time of determination, means the value of any investments as follows: (a) as to investments the bid and asked prices of which are published on a regular basis in The mall Street Journal (or, if not there, then in The New York Times): the average of the bid and asked prices for such investments so published on or most recently prior to such time of determination; (b) as to investments the bid and asked prices of which are not published on a regular basis in The Wall Street Journal or The New York Times: the average bid price at such time of determination for such investments by any 2 nationally recognized government securities dealers (selected by the Issuer in its absolute discretion) at the time making a market in such investments; (c) as to certificates of deposit and bankers acceptances: the face amount thereof, plus accrued interest; and (d) as to any invest- ment not specified above: the value thereof established by prior agreement between the Issuer and AMBAC Indemnity Corporation, New York, New York ('AMBAC'). If more than one provision of this definition of 'value' shall apply at any time to any particular investment, the value thereof at such time shall be determined in accordance with the provision establishing the lowest value for such investment. L. 'Fiscal Year' shall mean the period commencing on October 1 of each year and ending on the succeeding September 30. M. 'Gross Revenues' shall mean all income or earnings derived from the operation of the Project; all proceeds of the sale, condemnation and/or insurance on the Project; and any income from the investment of money in the funds and accounts herein established for payment of the principal of and interest on the Bonds. -5- N. 'Issuer' shall mean Indian River County, Florida. 0. 'Net Revenues' shall mean the Gross Revenues, after deduction of the Cost of Operation and Maintenance. P. 'Outstanding Obligations' shall mean the Capital Improvement Revenue Bonds, Series 1980, dated April 1, 1980, and Capital Improvement Revenue Bonds, Series 1981, dated October 1, 1981, of the Issuer. Q. 'Pledged Funds' shall mean, collectively, the Net Revenues and the Racetrack and Jai Alai Fronton Funds. R. 'Project' shall mean the existing properties and assets, real and personal, tangible and intangible, owned and/or operated by the Issuer, used or useful for a public golf course and related clubhouse facilities, and all properties and assets hereafter constructed or acquired as additions, improvements and extensions thereof. S. 'Qualified Independent Consultant' shall mean such qualified and recognized independent consultant, which, if appropriate, may be the certified public accountants retained, from time to time, to prepare the annual audit of the Issuer; having favorable repute or skill and experience with respect to the acts and duties to be provided to the Issuer, as shall from time to time be retained by the Issuer to perform the acts and carry out the duties herein provided for such consultants. T. 'Racetrack Funds and Jai Alai Fronton Funds' shall mean that portion of the racetrack funds and jai alai fronton funds accruing annually to the Issuer under the provisions of Chapters 550 and 551, Florida Statutes, and allocated to the Board pursuant to Law. U. 'Record Date' shall mean the 15th clay of the month immediately preceding an interest payment date for. the Bonds. V. 'Registered Owner' shall mean any person who shall be the owner of any outstanding Bond or Bonds as shown on the books of the Issuer maintained by the Bond Registrar. W. 'Reserve Account Requirement' shall mean the amount -6- required to be deposited in the Reserve Account for the Bonds as determined by resolution of the Board on or prior to the sale of the applicable series of Bonds. X. 'Serial Bonds' shall mean any Bunds for the payment of the principal of which, at the maturity thereof, no fixed Amortization Installment or bond redemption deposits are required to be made prior to the 12 month period immediately preceding the stated date of maturity thereof. Y. 'Term Bonds' shall mean the Bonds of a series, all of which shall be stated to mature on one date and which shall be subject to retirement by operation of the Bond Amortization Account, herein created and established." B. Subsection 3D of the Resolution is hereby amended to read as follows: "D. The principal, redemption premiums, if any, and interest on the Bonds to be issued pursuant to this resolution and all other payments specified herein will be payable solely from the Pledged Funds, in the manner herein provided. There are no other outstanding obligations of the Issuer payable from such Pledged Funds, or any portion thereof, except the outstanding Obligations payable from the Racetrack Funds and Jai Alai Fronton Funds; however, the Issuer shall advance refund the Outstanding Obligations and defease the lien of the holders thereof on the Racetrack Funds and Jai Alai Fronton Funds before the issuance of any of the Bonds." C. Section 14 of the Resolution is hereby amended to read as follows: "SECTION 14. SECURITY FOR BONDS. The principal of and interest on the Bonds shall be secured forthwith equally and ratably by a first lien upon and a pledge of the Pledged Funds. The Issuer hereby irrevocably pledges such Pledged Funds to the payment of the principal, redemption premiums, if any, and interest on the Bonds." D. Paragraph number (6) of Subsection 16C of the -7- Resolution is hereby amended to read as follows: "(6) Sixth, after the above required payments have been made, for any lawful purpose." E. The next to the last paragraph of Subsection 16C of the Resolution is hereby amended to read as follows: "Money on deposit in the Revenue Fund, the Sinking Fund (excluding the Bond Amortization Account and the Reserve Account therein), the Bond Amortization Account and the Improvement Fund may be invested and reinvested in Authorized Investments which mature not later than the dates on which the money on deposit therein will be needed for the purposes of such funds and accounts. Money on deposit in the Reserve Account may be invested and rein- vested only in those Authorized Investments described in Subsection 2D(1) of this resolution, maturing not later than the last maturity of the Bonds. A1.1 income on investments derived from the Revenue Fund, the Bond Amortization Account, the Reserve Account and the Improvement Fund shall be deposited in the Revenue Fund. All income on investments derived from the Sinking Fund (excluding the Bond Amortization Account and the Reserve Account therein) shall remain on deposit therein." F. Subsection 16,7(1) of the Resolution is hereby amended to read as follows: "(1) There shall have been obtained and filed with the Issuer a certificate of a Qualified Independent Consultant: (a) stating that he had audited the books and records of the Board relating to the collection and receipt of the Pledged Funds; (b) setting forth the amount of Pledged Funds received by the Issuer for 12 months out of the 18 month period immediately preceding the proposed date of delivery of such Additional Parity Obligations with respect to which such certificate is made; and (c) stating that the Pledged Funds for such preceding 12 month period is at least equal to 1.25 times the maximum Bond Service Requirement to become due in any ensuing Bond Year on the Bonds then outstanding and the Additional Parity Obliq&tions proposed -8- to be issued. For the purpose of determining maximum Bond Service Requirement in the event of the proposed issuance of Additional Parity obligations, the interest rate on any proposed variable rate Additional Parity Obligations shall be deemed to be the greater of 110% of the current interest rate on such variable rate Additional Parity Obligations as if they were then out- standing, or The Bond Buyer 20 General Obligation Bond Index for the last week of the month preceding the date of sale of such proposed variable rate Additional Parity Obligations." G. Subsection 16N of the Resolution is hereby deleted and Subsection 160 is hereby redesignated Subsection 16N. H. Section 17 of the Resolution is hereby amended to read as follows: "SECTION 17. CONSTRUCTION TRUST FUND. All of the pro - reeds derived from the sale of the Bonds (except (a) an amount equal to accrued and capitalized interest, if any, on the Bonds to be deposited in the Sinking Fund, and (b) an amount equal to all or a portion of the Reserve Account Requirement to be depo- sited in the Reserve Account), plus any legally available funds in an amount approved by the County Administrator of the Issuer, shall be deposited in a trust fund which is hereby created, established and designated as the 'Recreational Facilities Construction Trust Fund' (the 'Construction Fund'). The Construction Fund shall be deposited and maintained with any banking institution in the State of Florida approved as a county depository and subsequently designated by the Board. The money therein shall he used only for the payment of the cost of the Project, but, pending such application, may be invested in Authorized Investments maturing at such time or times as necessary to meet the requirements of the Construction Fund, the income from such investments to remain in the Construction Fund pending completion of the Project. Any balance of unexpended money in the Construction Fund after completion of the Project shall be deposited in the Revenue Fund." -9- I. Section 18 of the Resolution is hereby amended to read as follows: "SECTION 18. DEFEASANCE. If, at any time, the Issuer shall have paid, or shall have made provision for payment of., the principal, interest and redemption premiums, if any, with respect to any of the Bonds, then, and in that event, the pledge of and lien on the Pledged Funds in favor of the Registered Owners of such Bonds shall be no longer in effect. For purposes of the preceding sentence, the deposit of Federal Securities in irrevo- cable trust with a banking institution or trust company, for the sole benefit of the Registered Owners of such Bonds, in an amount such that the principal of and interest on such Federal Securities will be sufficient to pay when due the principal, interest_ and redemption premiums, if any, on such outstanding Bonds, shall be considered 'provision for payment.' For the pur- poses of this Section, amounts paid by AMBAC under the municipal bond insurance policy shall not be deemed paid pursuant to this Section, and shall continue to be due and owing until paid by the Issuer in accordance with this resolution. Nothing herein shall be deemed to require the Issuer to call any of such outstanding Bonds for redemption prior to maturity pursuant to any applicable optional redemption provisions, or to impair the discretion of the Issuer in determining whether to exercise any such option for early redemption." J. Section 21 of the Resolution is hereby amended to read as follows: "SECTION 21. MODIFICATION OR AMENDMENT. No material modification or amendment of this resolution or of any resolution amendatory hereof or supplemental hereto, may be made without the consent in writing of the Registered Owners of 51% or more in aggregate principal amount of the Bonds then outstanding, or the Registered Owners of all the Bonds to be affected by such modifi- cation or amendment; provided, however, that no modification or amendment shall permit a change in the maturity of such Bonds or -10- a reduction in the rate of interest thereon or in the amount of the principal obligation, or affect the unconditional promise of the Issuer to pay the principal of and interest on the Bonds as the same shall come due from the Pledged Funds, or reduce the percentage of the Registered Owners of the Bonds required to con- sent to any material modification or amendment hereof, without the consent in writing of the Registered Owners of all such Bonds. For the purpose of this Section, to the extent any Bonds are insured by a municipal bond insurance policy issued by AMBAC, and AMBAC is not then in default under such policy or is not then bankrupt, insolvent or in receivership, AMBAC shall be deemed to be the Registered Owner of any Bonds so insured (a) at all times for the purpose of giving any approval or consent to the execu- tion and delivery of any supplemental or amendatory resolution which under this resolution requires the written approval or con- sent of the Registered Owners of not less than 60% in aggregate principal amount of the Bonds outstanding, and (b) following a default in the payment, when due, of principal, redemption premium, if any, and/or interest on the Bonds." SECTION 4. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the provisions herein contained shall 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 provisions shall be null and void and shall be deemed separable from the remaining provisions and shall in no way affect the validity of any of the other provisions hereof. SECTION 5. REPEALING CLAUSE. All resolutions or harts thereof of the Board in conflict with the provisions herein con- tained are, to the extent of such conflict, hereby superseded and repealed. SECTION 6. EFFECTIVE DATE. This resolution shall take effect immediately upon its adoption. -11- RESOLUTION NO. 86-19 Bird The foregoing resolution was offered by Commissioner who moved its adoption. The motion was seconded by Commissioner Bowman and, upon being put to a vote, the vote was as follows: Chairman Don C. Scurlock, Jr. Aye Vice Chairman Patrick B. Lyons Aye Commissioner Richard Bird Aye Commissioner Margaret C. Bowman Aye Commissioner William C. Wodtke, Jr. Aye The Chairman thereupon declared the resolution duly passed and adopted this 16th day of April, 1986. BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA By DON C. SCURLOCK, JR. hairman Attest:i- FRE )A WR GHT, CleNk APPROVED AS TO FORM AND LEGAL SUFFICIENCY ByP� „wx-_ CHARLES P. VITUNAC County Attorney -12-