Resolution 87-604RESOLUTION NO. 604
PRINCIPAL AMOUNT OF $3,D00,000; AUTHORIZING
THE USE OF SAID
N
PROCEEDS IN C WITH
TH£ PURCHASE BY TOF ADDITIONAL SEWER
CAPACITY FROM SEMINOLEC , FLORIDA
PURECAUT TO A WRITTEN AGREEMENT AND CERTAIN
CONSTRUCTION
OF RELATED FACILITIES
I
ONCUNCTlONTH£REWITH; REAFFIRMING THE PLEDGE
OF THE CIR A WATER AND SEWER REVENUES AS
SECURITY. FOR THE
BONDS; REAFFIRMING THE CITY'S
COVENANTS AND OBLIGATIONS -I. RESPECT
O THE
BONDS ; AND REAFFIRMING THE RIGHTSOF THE
HOLDERS THEREOF .
BE IT RESOLVED BY THE CITY OF LONGWOOD, FLORIDA:
SECTION 1. AUTHORITY O THIS R SOLUTION. This Resolu
ib adopted pursuant to the provisions of Chapter 166, £10 ida
Statutes, as amended, and other applicable provisions of law,
all capitalized Words u s Supplemental
solution shall have the m ings a signed them in Resolution
of the City of Longwood adopted August 18, — unless
the text otherwise expressly requires; provided,Bhoweve r, that
Supplemental Resolution unless the text otherwise expressly
requires.
(a) s 'City" m the City of Longwood, Florida, e
political subdivision and municipality of the State of Florida.
(b) Code" m the I sal R Code of 1
any c espond ing provision ofvanye£uture, O Sif the
requi res, .prior laws of the U ted S of A
relating to federal i and e cept a otherwise
provided herein, ie th. solutions o required by the context
hereof o thereof, includes i erpretatione te1 e.f c ned o
t forth IN
the applicable regulations of theDepartmentof the
Treasury (including applicable final regulations a emporary
regulations and regulations promulgated under the I nal
Revenue Code of 19 A.
amended, to the extent applicable), the
applicable rulings of the Internal Revenue S. (i e at —di,
published R Rulings and private let — 2ngs ii) and
applicable court decisions.
(c) nstruction Fund Agreement" m s the
action Fund Agreement dated 1. of O tobernl, 1 ] between
sburse
tb%City and the Trustee relating to the deposit, investment and
diment of the proceeds of the Bonds.
(d) "Consulting Engineer" m the qualified,
cogniaeand independent engineer o engineering firm retained
by the City to perform and cIll o duties imposed o uch
salting Engineer by the Supp lemental eR solution and bynt
and Agreement a d having a favorable reputation for
skill —Ill experience i the appropriate f.i.eld of engineering
[elating to waterworksnsystems of comparable s and c acters
s those forming a part of the water and sewerrsystem operated by
the City.
(e) county" means Seminole county, Florida.
(f) "Project" ..... the acquisition of additional
capacity o up t C.
gallons per day,
wellta thee- nstruction a ndfeguipping0of c improvements
onju"till therewith, di
the c and
equipping of a aster lift1 station a the s uoflthe City's
eet/Skylark Wastewater T eatment Plant, o
location a ceptable to the City and the Holder, pursuantro
t the
Plans and Specifications th ... fl, 811 as required by and
(g) wage Treatment Agreement" m s the wholesale
wage T eatment and Disposal Agreement between t e City a
Hole County, Florida pursuant to which the City may purchase
upmto 600,000 gallons per day of wastewater treatment capacity at
the County's wastewater system.
(h) supplemental Resolution" means this Supplemental
(1) "Trustee" m ank, National Association, a
trustee pursuant to the Construction Account Agreement, and itss
(j) tand S to the extent
legally a ablefor purposes hereofe5all efees, i
ings,Vancluding c n fees, development a istance fees
(tont egall lyner a ailable7, and all othin ingsederived by the City from the operation ofits eater and
sewer system.
(k) ords importing singular number shall include the
plural number in each c and v and wards importing
persons shall include firms and corporations.
declared as follows, that:
(a) The city n operates and m water
and s I`— and d—li swr s from the rates, .fees,
entals ea nd other charges m.d. _duc.11.It.d for the services o
said system.
(b) It i ..y and e ial to the i mediate
protection of the healthss s afety andswelfare of the citiaens of
the City that there be acquired additional capacity for the
(c) The city h s previously i eand sold its Water
and Sewer Revenue Bonds s theorig roar aggregate
principal a unt of $3,000r000 pursuant I. the Resolution for the
purpose of c .strutting and equipping improvements to i e Grant
et/Skylark Wa stewatee Treatment Plant, ing the
capacity thereof by G00,00o gallons per dayI o prepay a
previous indebtedness incurred with respect tonthe CitY's water
the i of the Bonds and beyond the c trol of the City i
tally unfeasible, impractical, andwould impose undue
,"
shipup.0 the City to construct improvements to the existing
facilities of the City.
a stewater t capacity, the oeiginal purpose for the
issuance of thetBonds, the City h zed e ing i the
I— T eatment Agreement w the C ntyrundernwhich t..
obligated to provide the u of i system through
the purchase by the City of wastewater capacityeIf up to600,000
gallons per day.
the City i obligated t erta in facilities i order to
connect to the County. wastewater system, including the
(g) The
purchase of wastewater capacity f the C my
and the c action —equipping of the m r liftms n
pursuant tonthe SewagenT ent Agreemen< a aof a publaeio
benefit to the c oP the City and c nst itute a valid
municipal purposetandnthe use of the proceeds of the Bonds to pay
the c t thereof c titute a valid u o£ the City's bonding
aut}tority pursuant to applicable law and the City's charter.
(h) The estimated cost o£ the purchase of wastewater
capacity and the c nstruction of the facilities required i
ith v appro mately 5 n the
aggregat uctcost shall be1deemed to include t e purchase
price of et capacity, the cost of acquisition a
.stall ati on of anyafixtures o equipment oe properties deemed
azy I—— therefor; fiscal fees; a ral and
l egal sexpenses�nexpenses for e of costs antlro tr
expenses for plans, spec if icationsaand s veys; administrat fives
expenses; and such other expenses a mayube n sary o
incidental to the financing authorized by thiscSupplemental
Resolution and the Resolution.
(i) The Water d 5 e pledged a
rity for the paymentanof CheeBondseandswi 11 be sufficient t
operate and m City', w r facilities and t
pay the psi cipalaof and i rthedBonds i ved pur ant to
the Resolution, a supplementedshereby, a the s and
become due, and other payments required to be madeebyathee
provisions of the Resolut i.on.
ued pursuant to this R solution and all other payments
provided for in the R solution will be paid solely from the Water
and 5 r Revenues, as herein provided, and i will n r be
required to levy t of Ii nature o any real or personal
property i the Cityeto pay the principal of and interest on the
onds to be i ued pursuant t the R solution o any
other payments spr..itleI for i the Resolution; and that the Bonds
ued pursuant to the Resolution shall not c ..titute a lien
upon any of the properties of the City, e cept the Water and
Sewer Revenu r any part thereof or upon any other property
anding principal a of the Bonds has agreed to
modification of t e Rroj ect as authorized by this
Supplemental Resolution.
s ideration of the a ceptance of the Bonds and the c — by
the Bondholder t the modifications to The Project a set forth
this Supplemental R shall be deemedsto be and
shallnconstrtute a contract between the City and the Bondholders;
forth to be performed by t ity s equal bn,
ro ptection and ..... ity of the legalaho idersoof any a all
of
such Bonds, all ofwh ich shall be of equal rank without
preference, priority or distinction of any o£ the Bonds o any
other thereof except as expressly provided therein and herein.
SECTION 5. CEEOS. Th. r ing
neys r ved fromlthe ealeFI, allpof the Bonds originally
au EMI edeand is ved pursuant to the R solution, approximately
$ shall be t n.—Ideto the T e pursuant
o the Construction Account Agreement and applieduand disbursed
as follows:
(a) There shall first be paid, O there shall be s
side and held for such payment, all expenses i eed by o
behalf of the City i ection with the modification o the n
solution, including,cbut not limited to, any fees and expenses
of the City's c sel, b sel, a ial purchasers' counsel
any o expenses i redni ection with the
modificationrof the R solution. Payment thereof shall be made
upon submission to the City of statements or invoices therefore.
(b) The balance of such proceeds shall r
deposit with the Trustee it the ti1ities C
Bated pursuant t0 the R solution, which fundsi andnshall
.be, kept separate and apart from allsothIt funds of
thetCity.t hisbursements from the Utilities Co stiuction Fund and
estment of f n deposit therein pendingndisbursement shall
bevmade i ordance with and pursuant to the terms of the
Construienc Fund Agreement. A11 m neys at any time i aid
Constructotion Fund shall be continuously secured as provided in
the Construction Fund Agreement.
The holders of s onds shall c o have a lien upon
all m neys i aid c nstruction Fund untiluapplied as provided in
the C uction Fund Agreement; a uIh m neys sha11 be used
only fortthe purposes authoril— berein, and for n other
Pi
urpose. If for anY r n there shall be a expended balance
uction Fundsoafter the completionuof the acquisition
andtc uction of the Project, t expended balance o
aid Bond proceeds shall be used toeredeem the Bonds on the next
practical payment date.
All such proceeds Of t sale of the Bonds shall be and
nst itute trust funds f uch purposes; and there is hereby
Bated a lien upon all such m neys until s applied as provided
Rerein, in favor of the holders of the Bonds.
will be m of the proceeds of the Bonds which, if
nobly expected o e date o of the
ondsyswoulde. othI .... to be "arbitrage bondssswithin the
ing of theaCode. III City a all t hile t and
theni merest thereon are outstanding, wills —ply with thes
requirements of Section 1 of the Code and any valid and
applicable rules and regulations promulgated thereunder.
The City, to the extent permitted by la , may, pending
Agreement, direct the T ustee to ivneys o deposit in the
nst_btion Fund in the andsubj ect to the restrictions
provided i the C.
m
nnFund Agre ent and in the City's
Arbitrage Certificaterexecuted in conjunction with the issuance
conjunction wrth the modification of the Project as contemplated
CONSTRUCTIONChTIFUNDS. Disbursements
I— It. Construct ron Fuod shallbe made rn compliance with and
crms onfiall o the representations and w of the City
the Resolution and represents, w randnc s that
the City i ompliance with all ofsuch provision%
ona Additilly, the City hereby represents, warrants and covenants
to the authorization, —cation and delivery of this Supplemental
solution and the C nstruction Fund Agreement have been validly
taken and the City has further approved the Sewage Treatment
relating to the Sewage Treatment Agreement have been validly
proceeding, inquiry o tigation at law o 1equity, before
r by any c any judicial, administrativeor public agency,
board or bodyTipending, or to the City's knowledge, threatened
against or affecting the City, wherein an unfavorable decision,
validity o enforceability of, this Supplemental R solution, the
action Fund Agreement, or the S wage T eatment Agreement,
nadversely affect the e istence o organization of the City o
the title to office of any of the members of the City or officers
the City relating to the authorization, e cation, o adoption of
the this Supplemental R solution, the Construction Fund
Agreement, or the Sewage Treatment Agreement.
No approval, c ent o uthorization o any
governmental public agency o ity, other than the City, rs
required by the City in connectionow ith its adopting and
performing its obligations under this Supplemental Resolution,
observance or fulfillment of any of the obligations, c ants o
onditions contained i any evidence of i ebtedness, o any
I..,
agreement orother i ich it i s party or by which it o any It i s properties 1 may be bound, whiIh
individually ornthe re agggate, has o may have material
adverse effectonthe financial condition, r nIltb of operations
r properties of the City; n ither the e eery by
the City of this Supplemental ResolutionXthe3Construction Fund
consummation of transactions herein or therein contemplated, nor
R.solution, the Construction Fund Agreement, or the Sewage
Treatment Agreement violates the provision of any applicable
terms, conditions or provisions o any restrictions i any
solutions o ordinances adoptedfby the City, nor constitutes a
default underrany of the foregoing.
SECTION 8. C—RANTS OF THE ISSUER. The City hereby
any of the Bonds shall b anaing and unpaid, o — there
shall have been set apart by the City a sum sufffcientnto Pay,
A.
b
The City shall comply with the terms and conditions of
the B wage T eatment Agreement and shall not c r permit the
wage Treatment Agreement t without the prior
s
If
B.adh."I_repre r..Iting 100% in the agggate
outstandingprincipal amount of the Bonds.
o be delivered to the Bondholder the opinion of a
u
independent c tified public a ant with eespect to the audit
of the City and the System, whichopinion shall contain only such
dry i o perform t s prow iaed i
SupplementalrR solution andethe C and Aqreementn
forsthe C tilting Engineer. In rendering anylreport,
certificate or opinion required pursuant to this Supplemental
Resolution orns the C truction Fund Agreement, the Consulting
eer Enginmby rely upon information, c tificates, opinions,
reports and assumptions required pursuant to this Supplemental
which the C sulting Engineer believes to be
reliableuandsthe aih th. opinion 11 the
ClIbIltilg Engineer for thecpurposessofaperform ing tduties and
services of the Consulting Engineer provided in thihes Indenture.
onjunction with the preparation and delivery by the
ity to the Bondholders of each fiscal year's operating budget
for the System, t ity shall c o be delivered t
Trustee and the Bondholders withins45tdays of the adoption of the
opng c
eratibudget a eer
eing Engin
certifying that theoperatingbudget accurately sets forth
sufficient far the continued operation of the System i
efficient m e-producing enterprise. TheaCity
annex as a revenu
shall, each September and March, c ing with September, 1
e to be prepared by t mngnengineer and de liveredgto
thesTrustee within 45 dayseof tha end of each September and
properties; (2) the operation and maintenance of the properties
nstruction fund; (5) the sufficiency of rates and charges for
rvices to m the requirements of the Resolution and this
Supplemental Resolution; and (6) the status of the Sewage
ational A on ociatii eeby e signated and appointed T ustee
and pursuant to thet
C and Agreement. The Mayor
of the City and the City Clerkofc_ City a e hereby authorized
and directed to e cute on behalf of the City and under its
official seal, theeC nstruction fund Agreement, r substantially
the farm attached hereto a Exhibit -' orporated herein by
reference, with such changes and modifications thereof a may be
approved by the Mayor and City Clerk, such approval to be
Mayor and the City Clerk are hereby authorized and directed to
— Construction Fund created pursuant to The Resolution.
R ho
ThMa e y— ityfa A1Mty l
� erkEof the City
e hereby autrized andtdrected to —cute onbehalf of the
City a eal, a supplement t the city's
ArbitrageuCerti f i catefandasuch other documents and certificates
of t ity a may be Sent rman, erf required by eitt s Eidson,
OndhC sel, sin c with tAkhe modification of the
Resolution as p—idedcherein.
SECTION 11. MODIFICATION OR AMENDMENT. This Supplemental
Resolution may only be amended as provided in the Resolution.
SECTION 1 O£ INVALID PROVISION. If any one or
the C ants, Dageeements or provisions of c s Supplemental R solution should be held c tary t anyexpress
provision of law o ontrary to the pOlicyof express law, though
expressly prohibited, o against public policy, o shall for
any r whatsoeverrovbe held i valid, then such c ants,
agreements or pisions shall b andV
nlsN.11 be
deemed separate from the r ingc �IT—..ion. o
agreements, a way affect the validity of all the td_
provisions .1 thi. Supplemental Resolution.
SOLUTION. It is the intention of the
City
Stb.t this 5 ution pplement and a end the
solution. tRelextentlpossible the Sp Resolution
and the Resolution should be read and c nstrued a e document;
ro p,ho —t, that i e of a _1 ict betthe ween the
solution and this Supplemeh— R... 1-ion, this Supplemental
Resolution shall be can rolling.
SECTION 11. REPEALING CLAUSE. Ill r solutions of the City,
r parts t eof, in c with the provisions of this
Supplemental R soluti—, the extent of such conflict,
hereby s p ..— and repealed.
SECTION 15. TIME OF TAKING EFFECT. This Supplemental
Resolution shall take effect immediately upon passage.
Adopted this 28th day of September, 1987.
(SEAL) CITY OF LONGWOOD, FLORIDA
Mayor
Attest:
City CleZk—
Approved as to form and legality for the use and tel i-- o£
the City o£ Longwood, Florida, only.
trt� haei x er
city attor„eyam