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82-EEERESOLUTION NO. ~- ~ --~ ~ A RESOLUTION ACCEPTING THE PURCHASE CONTRACT WITH FLORIDA MUNICIPAL SECURI- TIES - HENDERSON, FEW & CO. AND WILLIAM R. HOUGH & CO.; AWARDING $4,00~oo~ CITY OF BOYNTON BEACH (PALM BEACH COUNTY, FLORIDA) RECREATIONAL FACILITIES REVENUE BONDS, TO BE ISSUED BY THE CITY OF BOYN- TON BEACH, FLORIDA, SPECIFYING THE INTEREST RATE OF EACH SUCH BONDS AND DIRECTING THE DELIVERY OF SUCH BONDS TO OR UPON THE ORDER OF THE PURCHASERS HEREIN NAMED UPON PAYMENT OF THE PURCHASE PRICE HEREIN SET FORTH, ALL AS PROVIDED FOR IN SECTION 206 OF RESOLUTION NO. 82-M ADOPTED ON FEBRUARY 17, 1982, AS AMENDED BY RESOLUTION NO. 82-W, ADOPTED ON MARCH 16, 1982; APPROVING THE PRELIMINARY OFFICIAL STATEMENT AND THE OFFICIAL STATE- MENT AND AUTHORIZING EMPLOYEES AND OFFICIALS TO TAKE ACTION AS REQUIRED IN CONNECTION WITH THE ISSUANCE OF THE BONDS, INCLUDING OBTAINING BOND INSURANCE. WHEREAS, the City Council (the "Council") of the City of Boynton Beach, Florida (the "Issuer") has received from Florida Municipal Securities - Henderson, Few & Co. and William R. Hough & Co. a proposal in the form of a Purchase Contract for the purchase of $4,000,000 City of Boynton Beach, Florida (Palm Beach County, Florida) Recreational Facilities Revenue Bonds, Series 1982 (the "Series 1982 Bonds") to be issued by the Issuer,~and the Issuer has determined that the acceptance of such proposal and the award of the Series 1982 Bonds is in the best interests of the Issuer and will effect the purposes set forth in Resolu- tion No. 82-M adopted on February 17, 1982, as amended by Resolution 82-W adopted on March 16, 1982 (collectively, the "Resolution"); and WHEREAS, in conjunction with the sale and issuance of the Series 1982 Bonds, it is necessary to approve the securing of the Series 1982 Bonds, as required by the resolutions mentioned in Section 206 of the Resolution and to approve the Preliminary Official Statement and the Official Statement; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BOYNTON BEACH, FLORIDA: Section 1. The Purchase Contract in the form presented at this meeting and attached hereto as Appendix A is hereby accepted and the Series 1982 Bonds are hereby awarded to Florida Municipal Securities - Henderson, Few & Co. and William R. Hough & Co. at a price of $3,888,000.00, plus accrued interest thereon from the date thereof to the date of delivery. The Series 1982 Bond shall mature at the times and amounts and bear interest at the rates as set forth in Exhibit B of said Purchase Contract and otherwise on the terms and conditions set forth in said Purchase Contract. The Mayor and City Manager are hereby authorized and directed to execute and deliver said Purchase Contract on behalf of the Issuer, and the Fiscal Agent is hereby authorized and directed to deliver the Series 1982 Bonds to or upon the order of Florida Municipal Securities - Henderson, Few & Co. and William R. Hough & Co., upon the payment of the purchase -2- price of the Series 1982 Bonds and upon satisfaction of the conditions set forth in Section 206 of the Resolution. Section 2. The Preliminary Official Statement, dated August 24, 1982 relating to the Series 1982 Bonds in the form presented at this meeting and attached hereto as Appendix B is hereby approved and the distribution of said Preliminary Official Statement in connection with the offering and sale of the Series 1982 Bonds is hereby ratified and approved. The Mayor, the City Manager and the Fiscal Agent are hereby authorized and directed to make such changes, omissions and insertions in said Preliminary Official State- ment as shall be required in light of interest rates, yields, prices, precise computations and other matters having become or to become known by virtue of the sale of the Series 1982 Bonds and the completion of the financial transactions re- quired in the securing of the Series 1982 Bonds, including references to bond insurance, and thereafter to change the designation of the documents from "Preliminary Official Statement" to "Official Statement", to sign the same on behalf of the Issuer and to deliver the same in sufficient quantities as may be required to satisfy the reasonable needs of the Bond Purchasers and others. Section 3. The Mayor, the City Manager and the Fiscal Agent and all other employees and officials of the Issuer -3- are hereby authorized and directed to take all action, including obtaining bond insurance from the Municipal Bond Insurance Association, that they shall deem necessary or desirable in connection with the issuance of the Series 1982 Bonds and the consummation of all transactions in connection therewith, including any and all transactions referred to in the Preliminary Official Statement or in the Official State- ment. Section 4. This Resolution shall take effect immediately upon its adoption. ATTEST: PASSED AND ADOPTED by the City Council of the City of Boynton Beach, Florida, on this 8th day of September, 1982. [ MayQ~ / ~ /~/ f' Vice-~ayor ~ncil ~mber / oun mber ~ OFFICIAL SEAL Council Member -4- William HouRh & Co. THE FIRST AMERICAN BUILDING SUITE 306 701 U.S. H~GFIWAY ONE POST OFFICE BOX 14095 NORTH PALM BEACH, FLORIDA 33408 (305) 848-8111 September 8, 1982 JOE B. 'WISE VICE PRESIDENT ANTHONY C. SOVIERO VICE PRESIDENT JUDY M. ROULIS REPRESENTATIVE CONTRACT TO PURCHASE $4,000,000 CITY OF BOYNTON BEACH, FLORIDA PALM BEACH COUNTY, FLORIDA RECREATIONAL FACILITIES REVENUE BONDS, SERIES 1982 The Honorable Mayor and Members of the City Council City of Boynton Beach, Florida Ladies and Gentlemen: Florida Municipal Securities/Henderson, Few & Co. and William R. Hough & Co. (the "Underwriters"), with William R. Hough & Co. acting as Representative of the Underwriters (the "Representative") hereby offer to enter into the following agreement with the City of Boynton Beach, Florida (the "City") which upon the City's acceptance of this offer will be binding upon the City and upon the Underwriters. This offer is made subject to the City's acceptance of this Contract to Purchase by execution on or before Midnight (12:00 PM) Eastern Daylight Savings Time, on September 8, 1982. Upon the terms, conditions and representations herein set forth, the Underwriters agree to purchase from the City and the City hereby agrees to sell to the Underwriters and deliver to the Representative all of the Recreational Facilities Revenue Bonds, Series 1982 in the aggregate principal amount set forth above at the price of 97.20 % of the par value thereof, an amount of THREE MILLION EIGHT HUNDRED EIGHTY-EIGHT THOUSAND Dollars ($ 3,888,000.00 ) plus accrued interest to the date of closing. Such Bonds will be issued in coupon form in the denomination of $5,000 each, shall be dated September 1, 1982, shall mature on November 1, as shown on the attached Maturity Schedule (Exhibit "B"), shall bear interest at the rates set forth on the attached Exhibit "B" payable on May 1, 1983 and semiannually thereafter. The Bonds are subject to redemption prior to maturity as more fully described in the attached Preliminary Official Statement. · STATE. COUNTY AND MUNICIPAL BONDS UJ~lh=m R. Hough & Co. ~The Honorable Mayor and Members of the City Council City of Boynton Beach, Florida September 8, 1982 Page Two c As a condition of closing of the Bonds, the City will deliver to the Underwriters an executed Official Statement relating to the Bonds in final form acceptable to the Underwriters no later than the date of closing. In addition to the foregoing, the City hereby authorizes the use by the Underwriters of and confirms the information contained in the Preliminary Official Statement dated August 24, 1982, which is attached hereto. The City further represents that when delivered and paid for by the Underwriters in accordance with the provisions of this Contract of Purchase, the Bonds will have been duly authorized, executed and issued and will constitute legal, valid and binding obligations of the City. It is understood that the City will be relying on the opinion of Brown, Wood, Ivey, Mitchell & Petty, New York, New York with respect to this matter. The City agrees to pay all expenses incurred in the issuance of the Bonds, as set forth in Exhibit "C", other than the out- of-pocket travel and communication expenses of the Underwriters. The contract between William R. Hough & Co. and the City of Boynton Beach, Florida dated July 1, 1980, executed on July 29, 1980, is hereby modified to provide that the City will pay the expenses set forth on Exhibit "C". On September 29, 1982, at approximately 10:00 AM, the Representative will arrange for the closing to be held at the offices of The Chase Manhattan Bank, N.A., New York, New York, or such other bank as the RepresentatiYe shall designate, and the City will deliver to the Representative the Bonds in permanent form (all Bonds being printed or lithographed on steel engraved borders), duly executed, together with the other documents hereinafter mentioned; and the Representative will accept such delivery and pay the purchase price thereof in New York Clearing House Funds to the order of the City. The above date may be extended by mutual agreement of the parties. The obligations of the Representative to take delivery of the Bonds is subject to the following: (a) A Standard & Poor's Corporation rating no lower than "AAA", confirmed in writing on or before September 24, 1982. (b) Receipt of a final commitment from Municipal Bond Insurance Association (MBIA). (c) The undersigned shall have the right to cancel this agreement to purchase the Bonds by notifying the City in writing of its intention to do so if, at any time prior to the closing, either (i) a decision by a court of the United States IlJilham 1~. Houo. h & Co. The Honorable Mayor and Members of the City Council City of Boynton Beach, Florida September 8, 1982 Page Three or the tax court of the United States shall be rendered, or a ruling, regulation (final, temporary or proposed), or official statement by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other governmental agency shall be made, or legislation shall have been enacted by or favorably reported to either the House of Representatives or the Senate of the United States with respect to Federal taxation upon revenues or other income of the general character derived by the City or upon interest received on Notes or Bonds of the general character of the Bonds which materially affects the market price of the Bonds, or (ii) there shall have been a declaration of war by the United States, or there shall have occurred a general suspension of trading on the New York Stock Exchange or the declaration of a general banking moratorium by the United States or New York State Authorities, or (iii) any event shall have occurred or shall exist which, in the opinion of the Underwriters, reasonably exercised, makes untrue or incorrect, as of such time, in any material respect, any statement or information contained in the Official Statement, which event should be reflected therein in order to make the statements and information contained therein not misleading as of such time. (.d) That at any time prior to the Closing the Underwriters shall receive the following documents: (i) The unqualified approving opinion of Brown, Wood, Ivey, Mitchell & Petty, Bond Counsel to the City, dated the date of closing, addressed to the CitY, substantially in the form to be included as an appendix to the Official Statement; (ii) Such certificates, instruments, documents and pro- ceedings as the Underwriters may reasonably request to evidence the truth and accuracy of the Official Statement and the due performance of satisfaction by the City at or prior to such date of all agreements then to be satisfied by the City, in connection with the transactions contemplated hereby. The City shall be given a minimum of seven (7) days to satisfy any request for said information. If the obligations of the Underwriters shall be term- inated for any reason permitted by this Contract of Purchase, neither the Underwriters nor the City shall be under further obligation hereunder except as here- inafter provided. William ]~. Hsus. h & Co. The Honorable Mayor and Members of~the City Council City of Boynton Beach, Florida September 8, 1982 Page Four 6. In accordance with Florida Statute 218.385, the Underwriters hereby disclose the information required on Exhibit "A" attached hereto. Any notice or other communication to be given to the City under this Contract of Purchase may be given by mailing or delivering the same to the City Manager at the principal office of the City, and any such notice or other communication to be-given to the Underwriters may be mailed or delivered to the Representative, William R. Hough & Co., Suite 306, 701 U.S. Highway One, North Palm Beach, Florida 33408. 0 As evidence of the Underwriters' good faith under this Contract of Purchase, the Representative delivers to the City herewith a bank cashier's check payable to the City in the amount of THIRTY THOUSAND DOLLARS ($30,000.00). This check is to be held by the City uncashed until the closing as security for the per- formance by the Underwriters of their obligation to accept delivery of and pay for the Bonds as herein provided. In the event the Underwriters shall comply with such obligation, the check shall be returned to the Representative at the time of delivery of the Bonds, and the Representative shall pay the full purchase price of the Bonds as provided herein. The check shall be returned to the Representative should the City not accept this offer, or should the Underwriters terminate their obligation hereunder as herein provided, or should the City be unable to deliver the Bonds in accordance with the terms hereof. If the Underwriters shall fail to take delivery of the Bonds in accord- ance with the provisions of this Contract of Purchase, the check may be retained and cashed by the City as and for full liquidated damages and neither party shall have any further rights against the other. No interest shall be paid by the Underwriters or by the City upon said check. ~illiam bi. Hough & Co, The Honorable Mayor and Members of the City Council City of Boynton Beach, Florida September 8, 1982 Page Five e This Contract of Purchase is made solely for the. benefit of the City and the Underwriters and no other party or parties shall acquire or have any right hereunder or by virtue hereof. All of the City's representations and agreements in this Contract of Purchase shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriters and shall survive the delivery of the Bonds. Respectfully submitted, FLORIDA MUNICIPAL SECURITIES Henderson, Few & Co. WILLIAM R. HOUGH & CO. By: FLOR President IPAL SECURITIES & Co. ~rWILL~AM R. HO dent CO., as "Representative" ATTESTED: CITY OF BOYNTON BEACH, FLORIDA Adopted and approved this B ~ day of September, 1982 City Clerk ~f.ayo-r-~)f CiTof ]~6ynto4~ B-6~,/Florida This Contract of Purchase is approved as to 'fOrm and correctness this ~ day of September, 1982. No te: Ci ,~ ney Exhibit D, attached, provides a True Interest Cost (TIC) calculation of 10.817268%. Exhibit E, attached, provides a calculation of TIC adjusted for an MBIA Insurance Premium, of 1t.049543%. William I'1. Hough & Co. THE FIRST AMERICAN BUILDING SUITE 306 701 U.S. HIGHWAY ONE POST OFFICE BOX 14095 NORTH PALM BEACH. FLORIDA 33408 (305' 848-8111 September 8, 1982 JOE B. WISE VICE PRESIDENT ANTHONY C. SOVIERO VICE PRESIDENT JUDY M. ROULIS REPRESENTATIVE Honorable Mayor and Members of the City Council City of Boynton Beach, Florida EXHIBIT A Ladies and Gentlemen: In compliance with Subsection 218.385(4) Florida Statutes, Florida Municipal Securities/Henderson, Few & Co. and William R. Hough & Co. submits the following: 1. Itemized List of Estimated Expenses a) UnBerwriters' Counsel b) Travel and Out-of-Pocket c) Fee to M.S.R.B~ d) Clearance and Handling e) ClOsing Expenses $ 5,000.00 4,462.00 120.00 400.00 7,000.00 2. No compensation is to be paid to. anyone to act as an intermediary betwee~ the City and the Underwriters. 3. The expected Underwriters' spread is $28.00 per $1,000 par value of the Bonds. 4. The expected management fee to be realized is $6.00 per $1,000 par va~ue of the Bonds. 5. No fees or bonuses are to be paid by the Underwriters. 6. The Un~erwriters are: FLORIDA MUNICIPAL SECURITIES Henderson, Few & Co. 2~3 West Church Street Oplando, Florida 32801 (~05) 841-7250 WILLIAM R. HOUGH & CO. Eleven Fourth Street North St. Petersburg, Florida 33701 (305) 848-8111 Sincerel WI )resen ta!i/)/e" ovlero STATE. COUNTY AND MUNICIPAL BONDS William R. Xou~h & Co. BOYNTON BEACH, FLORIDA RECREATIONAL FACILITIES REVENUE BONDS EXHIBIT B MATURITY SCHEDULE Year Amount Rate 1984 $ 85,000 7.50 % 1985 90,000 7.75 % 1986 100,000 8.00 % 1987 105,000 8.50 % 1988 115,000 8.75 % 1989 125,000 9.00 % 1990 135,000 9.20 % 1991 150,000 9.40 % 1992 165,000 9.60 % 1993 180,000 9.80 % 1994 200,000 10.00 % 1995 220,000 10.25 % $2,330,000 10.875% Term Bonds Due November 1, 2002 William ~. Hou_Rh & Co. BOYNTON BEACH, FLORI DA RECREATIONAL FACILITIES REVENUE BONDS EXHIBIT B (cont'd.) AMORTIZATION SCHEDULE (Estimated) ANNUAL DEBT SERVICE FROM 09/01/82 DATE PRINCIPAL RATE INTEREST 11/01/83 11/01/84 $ 85,000 7.500 11/01/85 90.,000 7.750 11/01/86 100,000 8.000 11/01/87 105,000 8.500 11/01/88 115,000 8.750 11/01/89 125,000 9.000 11/01/90 135,000 9.200 11/01/91 150,000 9.400 11/01/92 165,000 9.600 11/01/93 180,000 9.800 11/01/94 200,000 10.000 11/01/95 220,000 10.250 11/01/96 240,000 10.875 11/01/97 265,000 10.875 11/01/98 295,000 10.875 11/01/99 325,000 10.875 11/01/00 360,000 10.875 11/01/01 400,000 10.875 11/01/02 445,000 10.875 $475,445.83 407,525.00 401,150.00 394,175.00 386,175.00 377,250.00 367,187.50 355,937.50 343,517.50 329,417.50 313,577.50 295,937.50 275,937.50 253,387.50 227,287.50 198,468.75 166,387.50 131,043.75 91,893.75 48,393.75 TOTAL 4,000,000 ACCRUED THRU 09/25/82 NET COST 5,840,095.83 27,168.33 5,812,927.50 AVERAGE COUPON BOND YEARS AVERAGE LIFE 10.529 55,210.000 13.802 ANNUAL $475,445.83 492,525.00 491,150.00 494,175.00 491,175.00 492,250.00 492,187.50 490,937.50 493,517.50 494,417.50 493,577.50 495,937.50 495,937.50 493,387.50 492,287.50 493,468.75 491,387.50 491,043.75 491,893.75 493,393.75 9,840,095.83 27,168.33 9,812,927.50 BOYNTON BEACH, FLORIDA RECREATIONAL FACILITIES REVENUE BONDS EXHIBIT C ESTIMATED ISSUANCE EXPENSES (to be paid by City) Bond Counsel Fee Bond Counsel Expenses Local Counsel Expenses Bond Printing Standard & Poor's Corporation Rating M~B.I.A. Insurance Premium Preparation of Copy of Official Statement Printing and Distribution of Official Statement Signature Company Closing Contingency Total Estimated Expenses $ 10,000 2,600 1,976 2,000 1,700 62,000 5,000 3,000 400 7,000 4,324 $100,000 {~ EXHIBIT D ~OND DIc-;DOUNT PLUS FLORIDA FACILITIES. P, EVENUE DDND$ PRICES FOR DELIVERY 0c//2~/82 OPTION DATE (NOT SPECIFIED) 11/0I/8~ 85,000 7.500 7,500 100.000 J 1/01/85' 90,000 7.750 7,750 100. 000 11/01/86 100.000 8,000 8.000 100,000 i 1/0t/87 105,000 8,500 8.500 tt/01/8B 115,000 8.750 B. 750 100.000 11/01/$9 125,000 ~,000 9.000 100.000 11/01/~0 I~5,000 ~.~00 ~.200 100.000 11101/~1 150,000 9,400 9.~00 I00,000 tI/0I/~2 t&5,000 e.600 9.600 100.000 11/01/~3 180,000 ~.800 ~.800 100,000 11/01/94 200,000 10,000 10,000 100.000 I1/01/~5 2~0,000 10.250 10,250 i00.000 11/01/~ ~40~000 10.875 10,875 I00.000 11/01197 265~000 10,~75 10,87~ I00,000 11/01/~8 2~5,000 10.875 10.875 100.000 li/ol/v oov lo.e io. ?u 1oo. ooo 11/o /oo .... 1o. 7u IO. 7s ioo. ooo I!/01-/02 q45,000 10.~75 I0.~7~ 100,000 10.527 10.5~7 100.000 INTEREST (TI~) 11.0A~543 FROM 0~/01/8~ BOND YEAR~ 55~47&.&&&? FROM 0~/01/82 INTEREST 5,840,0?5,83 FROM 09/01/82 ACCRUED 31,&D6.3D FROM 09/0t/B2 Pi'iR AHOUNT ~, 000,000. O0 LES~ D 1SCOUN'f -173,000.00 -43.25/M AMOUNI BI D 3,827,000. O0 95~. 75/1q PLUS SPREAD t73,000. O0 43.25/~ PRODUCTION ~, 000,000. O0 1 · 000. O0/M EXHIBIT E ~l'~lC CALCULATION - 2,8% BOND DIc-.:C:OLINT CITY CF ~C, YNT~ ~E~CH, FLOIDA RE~E~TION~L F~CILITIE~ REVENUE PRICES FOR DELiYERY 09/2~/8~ I1/01/84 85,000 7.E~O 7,500 I00.000 11/01/85 90,000 7,750 7.750 I00,000 ll/Oi/S& I00,000 8.000 8.000 100.00o li/Oi/8? i05,000 8.500 B.500 iO0. O00 11/01/88 115,000 8.750 8,750 iO0. O00 11/01/89 i25,000 ?.000 ?,000 100,000 11/01/~0 135~000 9o~00 ~.200 t00,000 11/01/91 ISO, O00 ?.400 9.~00 100.000 Ii/01/~2 !&5,000 9,~00 9.600 iO0.O00 I1/01/~3 180,000 ?o800 9.800 100,000 11/01/94 200,000 10,000 10,000 100.000 tl/01/95 220,000 10.250 10,250 100.000 II/Ol/~& 240~000 10.875 10.875 100.000 11/01/97 ~5,000 I0,875 t0,875 100.000 11/01/~8 2~5,000 10,875 t0,87~ 100,000 11/01/97 325,000 10.87~ 10.875 100,000 11/01/00 3bO, O00 10.875 t0,875 100.000 11/01/01 400,000 I0,875 10,875 11/01/02 ~45,000 I0,875 10,875 100,000 - AVERAGE 10,527 10,527 iO0.O00 NET EFFECTIVE (NIC} $0,72~008 FROH 0~/01/82 TRUE INTEREST (TIC) 10.8172&~ FRON 09/01/~2 ~OND YERRG 55[.47&.&&67 FROR 0~/01/82 AVERAGE LiFE 13.8692 FROM 09/01/82 .INTEREST 5,8~0,095.~3 FROM 0~/01/82 ACC~UEP 31,&~&.3~ FrO~ 09/01/82 PAR AMOUNT ~, 000,000. O0 LESS DI~'COLINT --112,000,00 AMOUNT BI D 3,898,000. O0 ~72. O0/M PLUS SPREAD 112,000. O0 28. OO/M PRODUC~ ~ ON 4,000,000. O0 1 · 000. OO/M * Includes $61,000.00 MBIA Insurance Premium.