R08-032
II
1 RESOLUTION NO. R08- 02a
2
3 A SERIES RESOLUTION PROVIDING FOR THE
4 ISSUANCE OF NOT EXCEEDING $30,000,000 OF
5 UTILITY SYSTEM REVENUE BONDS, SERIES 2008;
6 PROVIDING A METHOD FOR FIXING AND
7 DETERMINING THE PRINCIPAL AMOUNT,
8 INTEREST RATES, MATURITY DATES,
9 REDEMPTION PROVISIONS AND OTHER DETAILS
10 OF SAID BONDS; AUTHORIZING THE SALE OF THE
11 BONDS TO BRANCH BANKING AND TRUST
12 COMPANY ("BB&T"); FINDING NECESSITY FOR A
13 NEGOTIATED SALE OF SUCH BONDS; PROVIDING
14 FOR THE APPLICATION OF THE PROCEEDS OF
15 SAID BONDS AND CERTAIN OTHER MONEYS;
16 DESIGNATING THE BOND REGISTRAR FOR SAID
17 BONDS; CONTAINING CERTAIN AUTHORIZATIONS
18 AND OTHER PROVISIONS; AND PROVIDING AN
19 EFFECTIVE DATE.
20
21
22 WHEREAS, the City of Boynton Beach, Florida (the "City") is authorized by the
23 Constitution and laws of the State of Florida, including the City's Charter and Chapter 166,
24 Florida Statutes, to issue revenue bonds of the City payable from Pledged Revenues (as
25 defined in the Bond Resolution hereinafter defined mentioned) for certain purposes; and
26
27 WHEREAS, pursuant to Resolution No. R 92-96 adopted by the City Commission of
28 the City (the "City Commission") on June 16, 1992, as amended (the "Bond Resolution")
29 obligations of the City may be issued and may be secured by a lien upon and pledge of
30 certain "Pledged Revenues" as defined in and to the extent set forth in the Bond Resolution;
3 1 and
32
33 WHEREAS, the City desires to issue Bonds (the "Series 2008 Bonds") under the
34 Bond Resolution to provide funds, together with available funds of the City, to pay costs of
35 capital improvements to the City's Utility System and to pay certain costs of issuing such
36 Series 2008 Bonds; and
37
38 WHEREAS, prior to the issuance of the Series 2008 Bonds the conditions set forth in
39 Section 209 of the Bond Resolution shall be satisfied; and
40
41 WHEREAS, the City Commission has determined that the sale of such Series 2008
42 Bonds through negotiation with the Original Purchaser (hereinafter defined) is in the best
43 interest of the City; and
II
1
2 WHEREAS, the City Commission has received from Branch Banking and Trust
3 Company ("BB&T") (the "Original Purchaser") a form of a commitment attached hereto as
4 Exhibit A (the "Commitment") whereby the Original Purchaser agrees to purchase the Series
5 2008 Bonds, and the City Commission has determined that the authorization of the
6 acceptance of such proposal pursuant to the terms set forth in Section 6 hereof is in the best
7 interests of the City and will effect the purposes set forth in the Bond Resolution; and
8
9 WHEREAS, it is necessary and desirable to specify a method for determining the
IOdates, the interest rates, maturity dates and redemption provisions for such Series 2008
11 Bonds;
12
13 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
14 CITY OF BOYNTON BEACH, FLORIDA:
15
16 Section 1. Authoritv for this Resolution. This Resolution is adopted pursuant to the
17 provisions of the Charter of the City of Boynton Beach, Florida, the Constitution of the State
18 of Florida, including, but not limited to, Article VIII, Section 2 thereof, and other applicable
19 provisions of law, including Chapter 166, Florida Statutes, and the Bond Resolution.
20
21 Section 2. Definitions. Terms used herein in capitalized form and not otherwise
22 defined herein shall have the meanings ascribed thereto in the Bond Resolution. The
23 following terms, when used in this Resolution or in the Bond Resolution, as amended
24 hereby, shall have the following meanings:
25
26 "Authorized Representative" means the Mayor or Vice-Mayor, and in the absence or
27 inability to act of the Mayor or Vice-Mayor, the City Manager or any other City
28 Commissioner (the absence or inability to act of the Mayor of Vice-Mayor as to any
29 particular action being conclusively established by the taking of such action by the City
30 Manager or other City Commissioner).
31
32 "Business Day" shall mean any day other than a Saturday, Sunday or other day on
33 which the Bond Registrar is lawfully and temporarily closed or a day on which the New
34 York Stock Exchange is lawfully and temporarily closed.
35
36 "Closing Date" shall mean the date on which the Series 2008 Bonds are issued and
37 delivered by the City and paid for by the Original Purchaser.
38
39 "Interest Payment Date" shall mean May 1 and November 1 of each year,
40 commencing May 1, 2008.
41
2
r r
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
Section 3. Authorization of Bonds. Bonds are hereby authorized to be issued
pursuant to this Resolution and Section 210 of the Bond Resolution in the aggregate
principal amount of not to exceed $30,000,000. The Bonds hereby authorized shall be
known as "Utility System Revenue Bonds, Series 2008" (the "Series 2008 Bonds"). Prior to
the issuance of the Series 2008 Bonds the conditions of Section 209 of the Bond Resolution
shall be satisfied. The Series 2008 Bonds are being issued for the principal purpose of
providing funds to pay for capital improvements to the Utility System.
Section 4. Terms ofthe Series 2008 Bonds.
(a) Form of Bonds. The Series 2008 Bonds shall be substantially in the form of
the Bonds set forth in the Bond Resolution, with such changes as may be necessary or
appropriate to conform to the provisions of this Resolution and the terms of the Series 2008
Bonds set forth herein as may be approved by the officers of the City executing the Series
2008 Bonds, such execution to be conclusive evidence of such approval.
(b) Amounts, Maturities, Redemption Provisions and Interest Rates.
The Series 2008 Bonds shall be issued as a single bond for the entire principal
amount of the Series 2008 Bonds, shall be issued in registered form, shall be numbered from
R -1 upwards, shall be dated their date of initial issuance and delivery, and shall bear interest
from such date, payable on the Interest Payments Dates. The Series 2008 Bonds shall be
issued on such date, in the aggregate principal amount, not in excess of $30,000,000, shall
bear interest at the rates per annum, computed on the basis of a 360-day year consisting of
twelve 30-day months, not in excess of the maximum legal rate, and shall mature on
November 1 of the years and shall have such prepayment or redemption provisions, all as set
forth in the Series 2008 Bonds, and as shall be consistent with the Commitment.
(c) Reserve Account Deposit Requirement. The Reserve Account Requirement
for the Series 2008 Bonds shall be zero.
Section 5. Approval of Sale of the Series 2008 Bonds. The City hereby determines
that a negotiated sale of the Series 2008 Bonds to the Original Purchaser is in the best
interest of the City and the citizens and inhabitants of the City by reason of the volatility of
the market for tax exempt bonds. Prior to the issuance of the Series 2008 Bonds, the
Original Purchaser shall file with the City the disclosure statement required by Section
218.385, Florida Statutes, and the competitive bidding for the Series 2008 Bonds is hereby
waived pursuant to the authority of Section 218.385(1), Florida Statutes.
Section 6. Execution and Delivery of the Series 2008 Bonds. The Authorized
Signatory and the City Clerk are hereby authorized and directed on behalf of the City to
execute the Series 2008 Bonds as provided in the Bond Resolution and such officials are
hereby authorized and directed upon the execution of the Series 2008 Bonds in the form and
manner set forth herein and in the Bond Resolution to deliver the Series 2008 Bonds in the
amount authorized to be issued hereunder to the Bond Registrar for authentication (upon the
3
II
1 satisfaction of the conditions of Section 209 of the Bond Resolution) and delivery to or upon
2 the order of the Original Purchaser upon payment of the purchase price set forth herein.
3
4 Section 7. Application of Proceeds. Proceeds from the sale of the Series 2008
5 Bonds shall be applied for the purposes described herein as provided in a certificate
6 executed by the Authorized Signatory at or prior to the issuance of the Series 2008 Bonds.
7
8 Section 8. Bond Registrar. The City Clerk shall serve as Bond Registrar with
9 respect to the Series 2008 Bonds.
10
11 Section 9. Compliance with Tax Requirements. The City hereby covenants and
12 agrees, for the benefit of the Bondholders from time to time of the Series 2008 Bonds, to
13 comply with the requirements applicable to it contained in Section 103 and Part IV of
14 Subchapter B of Chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code")
15 to the extent necessary to preserve the exclusion of interest on the Series 2008 Bonds from
16 gross income for federal income tax purposes. Specifically, without intending to limit in any
17 way the generality of the foregoing, the City covenants and agrees:
18
19 (1) to pay to the United States of America from, to the extent legally
20 available, the funds and sources of revenues pledged to the payment of the Series
21 2008 Bonds, and from any other legally available funds, at the times and to the
22 extent required pursuant to Section 148(f) of the Code, the excess of the amount
23 earned on all non- purpose investments (as defined in Section 148( f)( 6) of the Code)
24 (other than investments attributed to an excess described in this sentence) over the
25 amount which would have been earned if such non-purpose investments were
26 invested at a rate equal to the yield on the Series 2008 Bonds, plus any income
27 attributable to such excess (the "Rebate Amount");
28
29 (2) to maintain and retain all records pertaining to and to be responsible
30 for making or causing to be made all determinations and calculations of the Rebate
31 Amount and required payments of the Rebate Amount as shall be necessary to
32 comply with the Code;
33
34 (3) to refrain from using proceeds from the Series 2008 Bonds in a
35 manner that would cause the Bonds or any of them, to be classified as private
36 activity bonds under Section 141 (a) of the Code; and
37
38 (4) to take or refrain from taking any action that would cause the Series
39 2008 Bonds, or any of them, to become arbitrage bonds under Section 103(b) and
40 Section 148 of the Code.
41
42 The City understands that the foregoing covenants impose continuing obligations on
43 the City to comply with the requirements of Section 103 and Part IV of Subchapter B of
44 Chapter 1 of the Code so long as such requirements are applicable.
45
4
II
1 Unless otherwise specified in the Certificate as to Arbitrage and Other Tax Matters
2 delivered in connection with the issuance of the Series 2008 Bonds, the City shall designate
3 a certified public accountant, Bond Counsel, or other professional consultant having the skill
4 and expertise necessary (the "Rebate Analyst") to make any and all calculations required
5 pursuant to this Section regarding the Rebate Amount. Such calculation shall be made in the
6 manner and at such times as specified in the Code. The City shall engage and shall be
7 responsible for paying the fees and expenses of the Rebate Analyst.
8
9 Section 10. Authorizations. The Authorized Signatory, the City Clerk and the
10 Finance Director are hereby jointly and severally authorized to do all acts and things
11 required of them by this Resolution or the Bond Resolution, or desirable or consistent with
12 the requirements hereof or thereof, for the full, punctual and complete performance of all
13 terms, covenants and agreements contained in the Series 2008 Bonds, the Bond Resolution
14 and this Resolution, and to make any elections necessary or desirable in connection with the
15 arbitrage provisions of Section 148 of the Code.
16
17 Section 11. Business Days. In any case where the date of maturity of interest on or
18 principal of the Series 2008 Bonds or the date fixed for redemption of any Series 2008
19 Bonds is not a Business Day, then payment of principal, premium, if any, or interest need not
20 be made on such date but may be made on the next succeeding Business Day, with the same
21 force and effect as if made on the date of maturity or the date fixed for redemption.
22
23 Section 12. Resolution to Constitute a Contract. In consideration of the purchase
24 and acceptance of the Series 2008 Bonds authorized to be issued hereunder by those who
25 shall be the holders thereof from time to time, this Resolution shall constitute a contract
26 between the City and such holders, and all covenants and agreements herein and in the Bond
27 Resolution set forth to be performed by the City shall be for the equal benefit and security of
28 all of the holders.
29
30 Section 13. No Implied Beneficiary. With the exception of any rights herein
31 expressly conferred, nothing expressed or mentioned in or to be implied from this
32 Resolution or the Series 2008 Bonds is intended or shall be construed to give any person
33 other than the City, the Original Purchaser and the Owners, any legal or equitable right,
34 remedy or claim under or with respect to this Resolution or the Bond Resolution or any
35 covenants, conditions, and provisions herein contained; this Resolution and the Bond
36 Resolution and all of the covenants, conditions and provisions hereof and thereof being
37 intended to be and being for the sole and exclusive benefit of the City, the Original
38 Purchaser and the Owners.
39
40 Section 14. Severability. If any provision of this Resolution shall be held or deemed
41 to be or shall, in fact, be illegal, inoperative or unenforceable in any context, the same shall
42 not effect any other provision herein or render any other provision (or such provision in any
43 other context) invalid, inoperative or unenforceable to any extent whatsoever.
44
5
II
1 Section 15. Repealer. All Resolutions or parts thereof of the City in conflict with
2 the provisions herein contained or, to the extent of any such conflict, hereby superseded and
3 repealed.
4
5 Section 21. Effective Date. This Resolution shall take effect immediately upon its
6 adoption.
7 PASSED AND ADOPTED this ~ day of March 2008.
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24 ATTEST:
25
26
27
28
29
30
31
CI;~;;XIF' FLORIDA
~or-J yTay1
Iv
Vice Mayor - Jose Rodriguez
Commissioner - Ronald Weiland
I
'\
} .
/
6
II
1
2
3
4
EXHIBIT "A"
Commitment
Roe-03~
1
2
3
EXHIBIT "A"
Commitment
BB&T
Branch Banking & Trust Co.
Governmental Finance
P.O. Box 714
Columbia. S.C. 29202
(803) 251-1328
Fax (803) 251-1329
February 22, 2008
Mr. Barry Atwood
Finance Director
City of Boynton Beach
100 E. Boynton Beach Boulevard
Boynton Beach, FL 33425
Dear Mr. Atwood:
Branch Banking and Trust Company ("BB&T") is pleased to offer this proposal for the financing
requested on behalf of the City of Boynton Beach (the "City"), Florida.
(1)
Projects:
Utility System Revenue Bond, Series 2008
(2)
Amount to be financed:
Not to exceed $29,910,000.00
(3) Interest Rates, Financing Terms and Corresponding Payments:
Term
20 years
Rate-NBQ
4.22 %
Payments on the bond shall be semi-annual interest commencing on May 1, 2008 and annual principal
commencing November I, 2009, or otherwise as requested.
The rate stated above is valid for a closing not later than 45 days after today. Closing of the financing
is contingent upon completing documentation acceptable to BB&T.
Remuneration for our legal review expenses and underwriting fees for this transaction shall be
$18,000. All applicable taxes, permits, costs of counsel for the City and any other costs shall be the City's
responsibility and separately payable by the City.
The financing documents shall allow for the prepayment of the principal balance in whole on a
scheduled payment date within the first IO years of the financing agreement with a I % prepayment premium.
After the first 10 years the financing documents shall allow prepayment of the principal balance in whole on a
payment date without penalty.
The stated interest rate assumes that the City expects to borrow more than $10,000,000 in calendar
year 2008 and that the City shall comply with IRS Code Sections 141. 148, and 149(e). BB&T reserves the
right to terminate its interest in this bid or to negotiate a mutually acceptable rate if the financing is not a
qualified tax-exempt financing.
(4) Security:
The Bond shall be secured by the City's net utility system revenues.
(5) Financing Documents:
It shall be the responsibility of the City to retain and compensate counsel to appropriately structure the
financing documents according to Florida State statutes. BB&T shall also require the City to provide an
unqualified bond counsel opinion. BB&T and its counsel reserve the right to review the financing documents
and they must be mutually accepted by BB&T and the City.
* * * * * *
BB&T appreciates the opportunity to make this financing proposal and requests to be notified within
ten days of this proposal should BB&T be the successful proposer.
BB&T shall have the right to cancel this offer by notifYing the City of its election to do so (whether or
not this offer has previously been accepted by the City) if at any time prior to the closing there is a material
adverse change in the City's financial condition, if we discover adverse circumstances of which we are
currently unaware, if we are unable to agree on acceptable documentation with the City or if there is a change
in law (or proposed change in law) that changes the economic effect of this financing to BB&T. We reserve
the right to negotiate and/or terminate our interest in this transaction should we be the successful proposer.
Please call me at (803) 251-1328 with your questions and comments, or contact Michael C. Smith in Orlando,
FL office at:
255 South Orange Ave, 10th floor
Orlando, FL 32801
Phone: (407) 241-3570
Fax: (877) 320-4453
Email: mcsmillnvbbandt.colll
Sincerely,
BRANCH BANKING AND TRUST COMPANY
~Jj W--
Andrew G. Smith
Senior Vice President