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.