Thomas M. WOHL, et al., Appellants, v. STATE of Florida, et al., Appellees, 480 So. 2d 639

OVERTON, Justice. This is a direct appeal from a final judgment validating revenue bonds of the Sebr-ing Utility Commission. We have jurisdiction,

article V,

section 3(b)(2), Florida Constitution, and we affirm the final judgment validating the bonds. The Sebring Utility Commission is authorized by law to operate the utilities of the City of Sebring and seeks to validate revenue bonds not exceeding $130 million.

Acting under its charter authority to issue revenue bonds and certificates, the Commission adopted a Master Bond Resolution for Utilities System Revenue Bonds (Series 1985A) in an aggregate original principal amount not to exceed $130 million for the purpose of refunding and providing payment for previous outstanding bond and note obligations of the Commission.

Specifically, the Series 1985A bonds were to redeem and repay $97.5 million Utilities System Revenue Bonds (Series 1981), $1.8 million Utilities System Subordinate Capital Appreciation Bonds (Series 1984), and $2.35 million Utilities System Subordinate Revenue Notes (Series 1985). Appellants, who are ratepayers of the Commission, argue that the charter sections governing the Series 1985A bond transaction require voter approval of the sale of revenue bonds in order to secure such borrowing. While conceding that

section 12.04 of the Commission’s charter permits issuance of revenue bonds by resolution where the bonds are solely for “refunding” outstanding bond issues, appellants contend that the 1985 Master Bond Resolution does not provide for the issuance of true “refunding” bonds. Appellants assert that the Series 1985A bond issue will increase the obligations of the ratepayers by enlarging the debt created by the Series 1981 and Series 1984 bonds and the Series 1985 notes.

Appellants also object that the Series 1985A bonds will not immediately redeem the Commission’s outstanding obligation, and they maintain that the language of the resolution authorizing issuance of additional bonds for construction and acquisition precludes characterization of the Series 1985A bonds as refunding bonds under the charter. Thus, according to appellants, the Series 1985A bonds cannot be deemed refunding bonds and should therefore be subject to approval by the voters at a special referendum election.

Rejecting appellants’ contentions and finding the Series 1985A bonds were refunding bonds, the circuit court validated the Commission’s bond issuance. The scope of review by this Court in bond validation cases is limited. The purpose of bond validation proceedings and the scope of judicial inquiry held pursuant to

chapter 75, Florida Statutes (1983), is to determine if a public body has the authority to issue such bonds under the Florida constitution and statutes, to decide whether the purpose of the obligation is legal, and to ensure that the authorization of the obligations complies with the requirements of law. McCoy Restaurants, Inc. v. City of Orlando, 392 So.2d 252 (Fla.1980); State v. City of Miami, 379 So.2d 651 (Fla.1980); State v. Sarasota County, 372 So.2d 1115 (Fla.1979); State v. City of Sunrise, 354 So.2d 1206 (Fla.1978).

The final judgment validating the Commission’s revenue bonds comes to the Court with a presumption of correctness, and appellants must demonstrate from the record the failure of the evidence to support the Commission’s and the trial court’s conclusions. International Brotherhood of Electrical Workers v. Jacksonville Port Authority, 424 So.2d 753 (Fla.1982). We reject the contentions that the Series 1985A bonds (1) are subject to a referendum before they may be sold and (2) are not refunding bonds under the charter provisions. First, sections 12.01 and 12.02 of the charter originally enacted by

chapter 27893, Laws of Florida (1951), authorized the Sebring Utilities Commission to issue revenue bonds but only upon the “approval of the freeholders owning real estate” in Sebring. These sections of the charter were amended by

section 3 of

chapter 63-1926, Laws of Florida, which provides: This Act shall be construed to authorize the issuance of revenue bonds or certificates subject to approval of the freeholders when required under the constitution of the state and shall not be construed to be in conflict with the general law of the state authorizing the issuance of revenue bonds or certificates payable solely from the municipal utilities revenues.

The trial court in this case, consistent with prior court decisions validating other bond issues, construed the 1963 act as eliminating “any requirement of voter approval of proposed revenue bond issues unless required by the constitution of this state.” We fully agree with the trial court. There would have been no need to enact the 1963 amendment if the referendum provision for revenue bonds would still remain intact in the charter. To so hold would render the 1963 amendment a useless act by the legislature. Even without the 1963 amendment,

section 12.04 of the charter expressly authorizes refunding bonds to be sold without referendum.

Section 12.04 of the charter provides: Issuance of Refunding Bonds or Certificates. The Sebring Utilities Commission shall be, and is hereby fully authorized and empowered, for the purpose of refunding any revenue bonds or certificates theretofore issued, to issue refund- ing revenue bonds or certificates.

The issuance of any such refunding bonds or certificates may be authorized by resolution which may be adopted at the same meeting at which it is introduced by a majority of all members of said Commission then in office and shall take effect immediately upon its adoption and need not be published or posted, nor shall the issuance of such refunding revenue bonds or certificates require the approval of freeholders owning real estate within said City of Sebring and who are also qualified to vote in any general election of said City to ratify and approve the same.

We also fully agree with the trial judge that the Series 1985A bonds are refunding bonds. We find that the Commission is authorized to issue the Series 1985A bonds and has taken all the required steps for the issuance of the bonds in compliance with the applicable provisions of law. In accordance with the Commission’s charter, the Series 1985A bonds are authorized as refunding bonds and may be issued without referendum approval.

Contrary to appellants’ contention, the only authorized purpose of the bonds is the refunding of the outstanding bonds and notes by payment of those obligations at their maturity or at such earlier time as the Commission is permitted under the terms of the outstanding securities. Appellants’ other challenges concerning the Series 1985A bonds are without merit and do not warrant further discussion. Appellants’ assaults on the validity of the Series 1981 and Series 1984 bonds and the Series 1985 notes raise collateral issues and, therefore, are inappropriate matters for this bond validation proceeding. Zedeck v.

Indian Trace Community Development District, 428 So.2d 647, 648 (Fla.1983); McCoy Restaurants v. City of Orlando, 392 So.2d at 253. Accordingly, we approve the final judgment validating the Series 1985A bonds. It is so ordered. BOYD, C.J., and ADKINS, McDONALD and EHRLICH, JJ., concur. SHAW, J., dissents with an opinion. . Appellants were intervenors before the trial court. .

Section 12.01 and the relevant portion of

section 12.02 of

chapter 27893, Laws of Florida (1951), read as follows:

Section 12.01. The said Utilities Commission, subject to the approval of the freeholders owning real estate situate in the City of Sebring, Highlands County, Florida, and who are also qualified to vote at any general election of said City, such approval to be expressed and evidenced as hereinafter set forth, are hereby fully authorized and empowered without limitation as to amount, or as to maturities, to borrow money and to issue revenue bonds of certificates securing the money so borrowed for operating expenses, cost of alterations, repairs, construction or acquisition of repairs, additions, extensions or improvements of said municipal utilities.

Section 12.02.

No resolution or resolutions adopted by the Sebring Utilities Commission authorizing the borrowing of money and the issuance of revenue bonds or certificates, shall, except as hereinbefore expressly otherwise provided, take effect unless and until the borrowing of said money and the issuance of said revenue bonds or certificates, as provided in said resolution or resolutions, has been, approved by the freeholders owning real estate situate within the City of Sebring, Highlands County, Florida, and who are also qualified to vote at any general City election of said City, at a special election called by said Commission to determine whether or not said resolution or resolutions and the borrowing of money or moneys and the issuance of revenue bonds or certificates, as herein provided, is approved by a majority of said freeholders and voters, as above defined, voting at said special election.