R10-161
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1 [ RESOLUTION NO. R10-&/.
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3 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH,
4 FLORIDA MAKING CERTAIN FINDINGS; AUTHORIZING THE ISSUANCE OF THE
5 CITY OF BOYNTON BEACH, FLORIDA REVENUE BONDS (CHARTER SCHOOLS OF
6 BOYNTON BEACH) SERIES 2011, IN ONE OR MORE SERIES ATONE OR MORE
7 TIMES IN THE AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $8,050.000.00
8 TO PAYOR REIMBURSE THE COST OF THE FACILITIES TO BE ACQUIRED AND
9 EQUIPPED BY CHARTER SCHOOLS OF BOYNTON BEACH, INC., AND TO PAY
10 CERTAIN COSTS OF ISSUANCE OF THE 2011 BONDS; AUTHORIZING THE
11 EXECUTION, DELIVERY AND/OR USE OF A TRUST INDENTURE, LOAN
12 AGREEMENT, BOND PURCHASE AGREEMENT, AND OTHER DOCUMENTS AND
13 THE PERFORMANCE OF OBLIGATIONS THEREUNDER; AUTHORIZING THE
14 NEGOTIATED SALE OF THE 2011 BONDS TO MUNICIPAL CAPITAL MARKETS
15 GROUP, INC. AND DELEGATING THE MAYOR AND CITY MANAGER TO FIX THE
16 FINAL TERMS AND CONDITIONS OF THE 2011 BONDS AND DOCUMENTS
17 SUBJECT TO CERTAIN PARAMETERS; APPOINTING TD BANK, N.A. AS THE
18 TRUSTEE, PAYING AGENT AND REGISTRAR; REQUIRING INDEMNIFICATION;
19 AUTHORIZING FURTHER ACTS ON BEHALF OF THE CITY IN CONNECTION WITH
20 THE 2011 BONDS; PROVIDING FOR SEVERABILITY; DECLARING FLORIDA LAW
21 AS THE GOVERNING LAW IN CONNECTION WITH THE ISSUANCE OF THE 2011
22 BONDS; AND PROVIDING AN EFFECTIVE DATE.
23
24 BE IT RESOLVED by the City Commission (the "Commission") of the City of Boynton Beach, Florida (the
25 "City"):
26 1. FINDINGS. The Commission finds, determines and declares that:
27 (a) The City is a municipal corporation duly organized and existing under the laws of the State of
28 Florida and the City is authorized pursuant to the Charter of the City (the "City Charter") and
29 Part II of Chapter 159, Florida Statutes, as amended and supplemented, or any successor
30 statute and other applicable provisions of law, (the "Act"), to issue its revenue bonds, payable
31 solely from revenues derived by the City from financing agreements with respect to such
32 projects, for the purpose of providing funds to pay all or any part of the costs of "projects" as
33 defined in the Act;
34 (b) Charter Schools of Boynton Beach, Inc., a Florida not-for-profit corporation (the "Company"),
35 intends to acquire and equip charter school facilities (the "Facilities") located within the City of
36 Boynton Beach, Florida, the land on which such Facilities are located at 1425 Gateway
37 Boulevard, Boynton Beach, Florida 33426 and 1325 Gateway Boulevard, 1st Floor, Boynton
38 Beach, Florida 33426 (the "Site") and improvements thereto (collectively, the "Project");
39 (c) The Company has requested the City to issue its City of Boynton Beach, Florida Revenue
40 Bonds (Charter Schools of Boynton Beach) Series 2011 (the "Bonds") in one or more series at
41 one or more times in an aggregate principal amount not to exceed $8,050,000.00, issued
42 pursuant to a Trust Indenture (the "Indenture") between the City and TD Bank, N.A. (the
43 "Trustee"), and the proceeds of the Bonds shall be loaned to the Company pursuant to a Loan
44 Agreement (the "Loan Agreement") between the City and the Company to (a) pay, or
45 reimburse to the Company, Project costs; and (b) pay certain expenses incurred in connection
46 with the issuance of the Bonds;
47 (d) Due to the character of the Bonds, timing, size and complexity of the transactions related to
48 the Bonds, the present volatility of the municipal bond market and the uncertainty inherent in a
49 competitive bidding process, it is in the City's best interest to sell the Bonds by delegated,
50 negotiated sale rather than by competitive bid at public sale.
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1 2. TEFRA HEARING.
2 (a) At this Board meeting and as discussion in the consideration of this Resolution, the City held
3 and conducted a public hearing (the "TEFRA Hearing"). Notice of such hearing was published
4 on November _' 2010 in the Palm Beach Post, for the purpose of giving all interested
5 persons an opportunity to express their views, either orally or in writing, concerning the Project
6 and proposed issuance of the Bonds as required by Section 147(f) of the Internal Revenue
7 Code of 1986, as amended (the "Code") and, after hearing and reviewing the results of such
8 hearing, the City wishes to approve and authorize the issuance of the Bonds.
9 (b) The Project and the issuance of the Bonds in an aggregate principal amount not to exceed
10 $8,050,000.00 is hereby approved by the City for purposes of Section 147(f) of the Code.
11 3. AUTHORIZATION ANDApPROVAL OFTEFRA HEARING AND BONDS; DESIGNATION.
12 (a) The TEFRA Hearing and the results thereof with respect to the Project and the issuance of the
13 Bonds are hereby approved by the City for purposes of Section 147(f) of the Code.
14 (b) The City is hereby authorized to issue, execute and deliver to the Bond Trustee the Bonds in
15 an aggregate principal amount not to exceed $8,050,000.00, the proceeds of which shall be
16 loaned to the Company to (a) payor reimburse the cost of the Project to be acquired and
17 equipped by the Company; and (b) pay certain expenses incurred in connection with the
18 issuance of the Bonds; and
19 (c) The Bonds shall be designated "CITY OF BOYNTON BEACH, FLORIDA REVENUE BONDS (CHARTER
20 SCHOOLS OF BOYNTON BEACH), SERIES 2011."
21 (d) For the purposes of any limitation contained herein on the aggregate principal amount of
22 Bonds, the principal amount thereof shall be the initial principal amount on the date of
23 issuance thereof. The Bonds shall be serial bonds or term bonds dated on such date or
24 dates, shall bear interest payable on each date therefor, at such fixed or variable rates (not
25 exceeding the maximum rate permitted by law), shall be numbered and shall mature, subject
26 to prior redemption (both optional and sinking fund redemptions), on such maturity dates (not
27 to exceed fifty (50) years from their date of issue), and shall contain all other details, terms,
28 forms and provisions as are set forth in the Indenture.
29 (e) The Mayor, any Member of the Commission, the City Manager or the City Clerk (as
30 applicable, the "Authorized Representative") is authorized to execute and attest, on behalf of
31 the City, the Bonds in the forms and containing the terms described herein and to cause the
32 Bonds to be authenticated as set forth in the Indenture (hereinafter defined) and sold or
33 issued as set forth in this Resolution, with such Authorized Representative's execution of the
34 Bonds conclusive evidence of such person's approval of the forms and terms of the Bonds.
35 (f) The Bonds and the premium, if any, and the interest thereon shall (a) not be deemed to
36 constitute a debt, liability or obligation of any authority or county or of the State of Florida or of
37 any political subdivision thereof, including, without limitation, the City, and (b) be payable
38 solely from the revenues and receipts received by the City pursuant to the Loan Agreement,
39 as specifically set forth in the Indenture. Neither the faith and credit nor any taxing power of
40 any authority or any county or of the State of Florida, or of any political subdivision thereof,
41 including, without limitation, the City or Palm Beach County, Florida, is pledged to the payment
42 of the principal of, or premium, if any, or interest on the Bonds.
43 4. INDENTURE, LOAN AGREEMENT AND OTHER DOCUMENTS.
44 In connection with the issuance of the Bonds and the financing of the Project by the City from
45 the proceeds of the Bonds, the Commission hereby authorizes and approves the execution and
46 delivery and/or use, as the case may be, of the following instruments as shall be approved by an
47 Authorized Representative, with the execution or the acceptance thereof by an Authorized
48 Representative being conclusive evidence of the City's approval of the final form of such documents
49 with such insertions, filling in of blanks, changes or deletions (collectively, the "Bond Documents"):
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1 (a) The Indenture between the City and the Trustee (the "Indenture").
2 (b) The Loan Agreement between the City and the Company (the "Loan Agreement").
3 (c) The Bond Purchase Agreement (the "Bond Purchase Agreement") among the Company, the
4 City and Municipal Capital Markets Group, Inc., as underwriters (collectively, the
5 "Underwriters"), in relation to the Bonds.
6 (d) Such other instruments, certificates, opinions and other matters as the Authorized
7 Representative deems necessary or desirable in connection with these transactions.
8 In addition, the City is authorized and directed to comply with, and satisfy each of the conditions to the
9 issuance of the Bonds, including, without limitation, those conditions contained in the Indenture and the
10 Loan Agreement. The proceeds of the Bonds shall be applied as set forth in the Indenture.
11 5. NEGOTIATED SALE OF THE BONOS; AWARD.
12 The negotiated sale of the Bonds to the Underwriter is hereby authorized pursuant to Section
13 218.385, Florida Statute. An Authorized Representative is hereby authorized to award the Bonds to
14 the Underwriter, as set forth above, pursuant to the Bond Purchase Agreement, subject to the
15 following conditions:
16 (a) The Underwriter's discount on the Bonds shall not be more than (i) $20.00 per $1,000 of the
17 principal amount of the Bonds issued, excluding Underwriter's counsel fees and Underwriter's
18 counsel expenses which shall be finally determined by the Company.
19 (b) The final maturity date on any of the Bonds shall not be later than December 1,2040.
20 (c) The true interest cost on the Bonds shall not exceed 8.5% per annum.
21 (d) All or a portion of the Bonds may be subject to mandatory redemption and or mandatory and/or
22 optional purchase prior to maturity.
23 (e) All of the Bonds must be subject to optional redemption by June 1,2021 at prices no greater than
24 101.5% of par, plus accrued interest.
25 (f) The City shall have received a disclosure statement from the Underwriter, setting forth the
26 information required by Section 218.385, Florida Statute, as amended, and the Underwriter shall
27 have complied with Section 287.133, Florida Statute.
28 (g) The sale and issuance of the Bonds shall take place on or before July 29, 2011.
29 (h) Such other conditions as shall be deemed necessary by the Authorized Representative in
30 consultation with Tripp Scott, P.A. ("Bond Counsel").
31 6. BOND TRUSTEE.
32 TD Bank, N.A. is hereby confirmed as the Trustee, Paying Agent and Registrar under the
33 Indenture.
34 7. INDEMNIFICATION.
35 The City requires, and it shall be included in the Bond Documents, that the Company shall
36 indemnify and save the City and its respective members, officials, Authorized Representative,
37 employees, agents and attorneys thereof harmless against and from all claims, including any attorneys
38 fees and costs incurred in defense of such claims, by or on behalf of any person, firm, corporation or
39 other legal entity arising from the conduct or management of, or from any work or thing done on, any
40 portion of the Project or resulting from any breach of any representation, warranty, agreement or
41 covenant of the Company contained in any Bond Document or from the issuance or sale of any Bonds
42 and from any pecuniary liability by reason of the terms of any Bond Document or the undertakings
43 required of the City thereunder, by reason of the issuance of any Bonds or Obligations, by reason of
44 the execution of the Indenture or any Bond Document or by reason of the performance of any act
45 requested of the City by the Company, including attorneys fees and costs incurred in defense thereof
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1 and including all claims, liabilities or losses, arising in connection with the violation of any statutes or
2 regulation pertaining to the foregoing.
3 8. OTHER.
4 (a) Further Acts. The Authorized Representative, employees, agents and persons otherwise acting
5 on behalf of the City are hereby authorized to do all acts and things required of them by this
6 Resolution for the full, punctual and complete performance of all the terms, covenants and
7 agreements contained in the Bonds and this Resolution. The Authorized Representative is hereby
8 authorized and directed to execute and deliver the Bonds and the Bond Documents to which the
9 City is a party, and to do and perform such other acts on behalf of City, as may be necessary or
10 desirable and appropriate to carry out the provisions and complete the transactions contemplated
11 by this Resolution and the Bond Documents.
12 (b) Severability. In case anyone or more of the provisions of this Resolution, of any Bond Document
13 or of any Bond shall for any reason be held to be illegal or invalid, such illegality or invalidity shall
14 not affect any other provisions of this Resolution, such Bond Document or such Bond, as the case
15 may be, and they shall be construed and enforced as if such illegal or invalid provision had not
16 been contained therein.
17 (c) Florida Law. The Bonds will be issued, this Resolution is adopted, and the Bond Documents shall
18 be negotiated and drafted with the intent that the laws of the State of Florida shall govern their
19 construction, except as otherwise expressly noted therein.
20 (d) Definitions. Capitalized terms used but not defined herein have the meanings assigned to such
21 terms in the Indenture or the Master Trust Indenture, unless the context in which such terms are
22 used require a different meaning.
23 (e) Effective Date. This Resolution shall take effect immediately upon its adoption. This Resolution
24 may be signed in one or more counterparts, each of which shall be originals of this Resolution, but
25 all such counterparts shall form but one and the same Resolution.
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31 [SIGNATURE PAGE TO FOLLOW]
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2 PASSED AND ADOPTED this ih day of December, 2010.
CITY OF BOYNTON BEACH, FLORIDA
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