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R91-17810/22/91 5556M Adoption Copy A RESOLUTION OF THE CITY COMMISSION OF BOYNTON BEACH, FLORIDA AUTHORIZING THE ISSUANCE OF THE CITY'S ~4,420,000 AGGREGATE PRINCIPAL AMOUNT RECREATIONAL FACILITIES REFUNDING REVENUE BONDS, SERIES 1991; SETTING FORTH INTEREST RATES, A MATURITY SCHEDULE AND REDEMPTION PROVISIONS FOR SUCH BONDS; AWARDING THE SALE OF THE BONDS TO SMITH BARNEY, HARRIS UPHAM & CO. INCORPORATED AND MAKING CERTAIN FINDINGS IN CONNECTION THEREWITH; APPOINTING FIRST UNION NATIONAL BANK OF FLORIDA AS PAYING AGENT AND REGISTRAR FOR THE BONDS; APPROVING THE FORM AND USE OF A PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING' T~E Ei~LECUTION AND DELIVERY OF A FINAL OFFICIAL STATEMENT; AUTHORIZING THE PURCHASE OF A FINANCIAL GUARANTY INSURANCE t~OLICY AND MAKING CERTAIN COVENANTS IN GONNECTION THEREWITH; APPROVING THE FORM OF AND ~UTHORIZING THE ~XECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT, AND APPOINTING FIRST UNION NATIONAL BANK OF FLORIDA AS ESCROW AGENT 5!StF~REUNDER; SUPPLEMENTING CERTAIN PROVISIONS OF NE BOND RESOLUTION OF THE CITY ADOPTED OCTOBER 14, 1991; AUTHORIZING AND DIRECTING C~RTAIN OFFICIALS OF THE CIT~ TO TAKE ALL ~CTION REQUIRED IN CONNECTION WITH THE ISSUANCE OF THE BONDS; MAKING CERTAIN OTHER COVENANTS AmD AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF THE BONDS; AND PRovIDING AN EFFECTIVE DATE. WHEREAS, on October 14, 1991, the City Commission (the "Governing Body") of Boynton Beach, Florida (the "Issuer") adopted a Bond Resolution (the "Bond Resolution") authorizing the issuance of not to exceed $5,000,000 aggrsgate principal amount of Recreational Facilities Refunding Revenue Bonds, Series 1991 of the Issuer for the purpose of financing the Initial Project and providing for the refunding of the Refunded Bonds (as defined in the Bond Resolution); and WHEREAS, pursuant to the Bond Resolution, prior to the issuance of bonds thereunder there is to be adopted by the Issuer a Supplemental Resolution or Resolutions authorizing the issuance of the bonds and fixing the details thereof; and WHEREAS, the Issuer has determined to issue bonds under Section 2.02 of the Bond Resolution ,in the principal amount of $4,420,000 (the "Bonds") as further provided herein; and WHEREAS, the Issuer has received an offer (%he "Bond Purchase Contract") dated October 22, 1991 from Smith Barney, Harris Upham & Co. Incorporated (the "Original Purchaser") to purchase the Bonds on the basis of the terms and provisions therein; and WHEREAS, the Issuer desires to sell the Bonds to the Original Purchaser pursuant to the terms and provisions of the Bond Purchase Contract; and WHEREAS, it is necessary and desirable to approve the form of s Preliminary Official Statement and Official Statement in connection with the issuance of the 0o5ds; and WHEREAS, it is necessary and desirable to specify the date, the interest rates, maturity dates, and redemption provisions for the Bonds, to appoint First Union National Sank of Florida as Paying Agent, and Registrar for the Bonds, and to approve the form of and authorize the execution of a Paying Agent and Registrar Agreement; and WHEREAS, i% is necessary and desirable to direct the refunding of the Refunded Bonds and in connection therewith to approve the form of and authorize the execution of an Escrow Deposit Agreement and to appoint First Union National Bank of Florida as Escrow Agent %hereunder; and WHEREAS, it is necessary and desirable to authorize the purchase of a financial guaranty insurance policy to be issued by Municipal Bond Investors Assurance Corpora%ion with respect to the Bonds; and WHEREAS, the issuance of the 8onds and the sale thereof to the Original Purchaser will, in %he judgment of the Issuer, serve a public purpose and in all respects conform to %he provisions and requirements of the Act; NOW, THEREFORE, BE IT RESOLVED by the City Commission of the City of Boynton Beach, Florida: Section 1. Authority for %his Resolution. adopted pursuant to the provisions of the Act Bond Resolution) and the Bond Resolution. This resolution is (as defined in the Section 2. Authorization of Bonds. Obligations of the Issuer known as "Recreational Facilities Refunding Revenue Bonds, Series -2- 5556M 1991" are hereby authorized to be issued under and pursuant to the Bond Resolution in the aggregate principal amount of $4,420,000. Section 3. Terms of the Bonds. (a) Amounts. Maturities, Interest Rates. The Bonds shall be dated October 15, 1991, and Shall bear interest from such date, payable semi-annua]ly on the first day of May and November of each year (the "Interest Payment Dates"), commencing May 1, 1992. The Bonds shall be issued in the aggregate principal amounts, shall bear interest at the rates per annum computed on the basis of a 360-day year consisting of twelve thirty (30) day months, and shall mature on November 1 of the years, as set forth in the following table: Amoun~ Maturity Interest Rate 275,000 1992 4.55 290,000 1993 4.70 295..000 1994 5.05 315,000 1995 5.15 330~000 1996 5.35 350,000 1997 5.50 370,000 1998 5.65 390,000 1999 5.80 4151000 2000 5.95 435,000 2001 6.05 460,000 2002 6.15 495,000 2003 6.25 (b) Optional Redemption. The Bonds maturing on and after November 1, 2000, are subject to redemption at the option of the Issuer, on or after November 1, 1999, in whole on any date, or in part on any Interest Payment Date, at the redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed) as set forth below, plus accrued and unpaid interest thereon to the date of redemption. REDEMPTION~DATES November 1, 1999 through October 31, 2000 November t, 2000 through October 31, 2001 November 1, 2001 and thereafter REDEMP~TION PRIC~ 102% 101 100 Section 4. Paying Aaent and Registrar. The Issuer hereby appoints Firs% Union National Bank of Florida (the "Bank") as the Paying Agent and Registrar with respect to the Bonds. The form of Paying Agent and Registrar Agreement (the "Agreement") attached hereto as Exhibit A is hereby approved and the Mayor is hereby authorized and directed for and in the name of the Issuer to -3- 5556M execute, and the Clerk is authorized to attest and apply the seal of the Issuer to the Agreement, with such changes, alterations or corrections thereto as shall be approved by the officials executing the same, such execution to constitute conclusive evidence of such approval. Section 5. Award of the Bonds. The Issues hereby determines that a negotiated sale of the Bonds is in the best interest of the Issuer and the citizens and inhabitants of the Issuer by reason of the volatility of the market for tax-exempt bonds. The Bonds are hereby awarded to the ©riginal Purchaser at a price of $4,373,012.79 (representing the par amount of the Bonds, $4,420,000, less underwriter's discount of $46,987.21), plus accrued interest from October 15, 1991 to the date of delivery, with the date of delivery to follow in the manner and at the time and subject to the conditions set forth in the Bond Purchase Contract. The Original Purchaser has filed with the Issuer the disclosure statement required by Section 218.385(4), Florida Statutes, and the competitive bidding for the Bonds is hereby waived pursuant to the authority of Section 218.385(1), Florida Statutes. Attached hereto as Exhibit B is a form of Bond Purchase Agreement (the "Bond Purchase Contract"). The Issuer approves the Bond Purchase Contract and the Mayor is hereby authorized and directed for and in the name of the Issuer to execute, and the Clerk is authorized to attest to and affix the seal of the Issuer to and deliver the Bond Purchase Contract with such changes, alterations or corrections thereto as shall be approved by the official(s) executing the same consistent with this Resolution and the terms of the Act, such execution to constitute conclusive evidence of such approval. Section 6. Official Statement. The Issues hereby approves the form and content of the Preliminary Official Statement dated October 15, 1991 relating to the Bonds attached hereto as Exhibit C and ratifies its use in connection with the sale of the Bonds. The Issuer hereby approves the form and content of the Official Statement relating to the Bonds attached hereto as Exhibit D, with such changes, alterations and corrections therein as may be approved by the Mayor and City Manager, such approval to be conclusively established by such execution, and the Mayor and City Manager are authorized and directed for and in the name of the Issuer to execute and deliver the Official StatemenT, as hereby approved. Section 7. Application of Proceeds. Proceeds from the sale of the Bonds, and any amounts held in the funds and accounts established with respect to the Refunded Bonds pursuant to Resolution No. 84-TTT of the Governing Body made auailable as a result of the refunding, shall be applied pursuant to a written certificate signed on behalf of the Issuer by the Mayor and Finance Director at the time of issuance of the Bonds. -4- 5556M Section 8. Authorization for Bond Insurance. Attached hereso as Exhibit E is a "Commitment to Issue a Financial Guaranty Insurance Policy" issued by Municipal Bond Investors Assurance Corporation (the "1991 Insurer"). The Mayor is authorized and direcfed Lo execute such Commitment and the Original Purchaser, upon issuance of the 1991 Bonds is authorized and directed to pay on behalf of the Issuer (as a credit against the purchase price of the Bonds) the premium with respect thereto, and the Mayor and Finance Director are authorized to take all actions and execute such documents as may be required in connection therewith. Section 9. Insurance Provisions. (a) In the event that, on the second Business Day prior to any Interest Payment Date on the Bonds, and again on the Business Day prior to any Interest Payment Date on the Bonds, the Paying Agent has not received sufficient moneys to pay all principal of and interest on the Bonds due on the second following or following, as the case may be, Business Day, the Paying Agent shall immediately notify the 1991 Insurer or its designee on the same Business Day by telephone or telegraph, confirmed in writing by registered or certified mail, of the amount of the deficiency. (b) If the deficiency is made up in whole or in part prior to or on the ~nterest Payment Date, the Paying Agent shall so notify the 19'91 Insurer or its designee. (c) In addition, if the Paying Agent has notice that any Bondholder has been required to disgorge any payment of principal or interest on any Bond pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes a voidable preference to such Bondholder within the meaning of any applicable bankruptcy laws, then the Paying Agent shall notify the 1991 Insurer or its designee of such fact by telephone or telegraphic notice, confirmed in writing by registered or certified mail. (d) The Paying Agent is hereby appointed, directed and authorized to act Holders of the Bonds as follows: irrevocably designated, as attorney-in-fact for 1. If and to the extent there is a deficiency in amounts required to pay interest on the Bonds, the Paying Agent shall (a) no later than the scheduled date for payment of such interest execute and deliver to Citibank, N.A., or its successors under the insurance policy for the Bonds (the "Policy") (the "Insurance Paying Agent"), in form satisfactory to the Insurance Paying Agent, an instrument appointing the 1991 Insurer as agent for such Holders in any legal proceeding related to the payment of such interest and an assignment to the 1991 Insurer of the claims for interest to which such deficiency relates and which are paid by the 1991 Insurer, (b) receive as designee of the respective Holders (and not as -5- 5556M Paying Agent) in accordance with the tenor of the Policy payment from the Insurance Paying Agent with respect to the claims for interest so assigned and (c) disburse the same to such respective Holders: and 2. If and to the extent of a deficiency in amounts required to pay principal of the Bonds, the Paying Agent shall (a) no later than the scheduled date for payment of such principal execute and deliver to the Insurance Paying Agent in form satisfactory to the Insurance Paying Agent an instrument appointing the 1991 Insurer as agent for such Holder in any legal proceeding relating to the payment of such principal and an assIgnment to the 1991 Insurer of any Bond surrendered to the Insurance Pa~ing Agent of so much of the principal amount thereof as has not previously been paid or for which moneys are not held by the Paying Agent and available for such payment (but such assignment shall be delivered only if payment from the Insurance Paying Agent is received), (b) receive as designee of the respective Holders (and not as Paying Agent) in accordance with the tenor of the Policy payment therefor from the Insurance Paying Agent and (c) disburse the same to such Holders. (e) Payments with respect to claims for interest on and principal of Bonds disbursed by the Paying Agent from proceeds of the Policy shall not be considered to discharge the obligation of the Issuer with respect to such Bonds, and the 1991 Insurer shall become the owner of such unpaid Bonds and claims for the interest in accordance with the tenor of the assignment made by it under the provisions of this subsection or otherwise. (f) Irrespective of whether any such assignment is executed and delivered, the Issuer agrees, and the Paying Agent by acceptance of the duties of Paying Agent hereunder agrees, for the benefit of the 1991 Insurer that 1. they recognize that to the extent the 1991 Insurer makes payments, directly or indirectly (as by paying through the Paying Agent), on account of principal of or interest on the Bonds, the 1991 Insurer will be subrogated to the rights of the Holders of such Bonds to receive the amount of such principal and interest from the Issuer, with interest Lhereon as provided and solely from the sources stated in this Resolution, the Bond Resolution and the Bonds, and 2. they will accordingly pay to the 1991 Insurer the amount of such principal and interest (including principal and interest recovered under subparagraph (ii) of the first paragraph of the Policy, which principal and interest shall be deemed past due and not to have been paid), with interest thereon as provided in this Resolution, the Bond Resolution and the Bonds, but only from the sources and in the manner -6- 5556M provided herein and therein for the payment of principal of and interest on the Bonds to the Holders, and will otherwise treat the 1991 Insurer as the owner of such rights to the amount of such principal and interest. (gl In connection with the issuance of Additional Bonds, the Issuer shall deliver to the 1991 Insurer a copy of the disclosure document, if any, circulated with ~espect to such Additional Bonds. (h) The Issuer shall notify the 1991 Insurer of the resignation or removal of the Paying Agent and the appointment of a successor thereto. (i) The Issuer shall provide the 1991 Insurer with copies of all notices required to be delivered to Holders of the Bonds and, on an annual basis, copies of the Issuer's audited financial statements and annual budget. (j) The Issuer shall deliver to Standard & Poor's Corporation a copy of any amendment to this Resolution and/or the Bond Resolution which amendment has been consented to by the 1991 Insurer. (k) Any notice that is required to be given to a Holder or to the Paying Agent pursuant to the Bond Resolution shall also be provided to the 1991 Insurer. All notices required to be given to the 1991 Insurer pursuant to the Bond Resolution shall be in writing and shall be sent by registered or certified mail addressed to Municipal Bond Investors Assurance Corporation, 113 King Street, Armonk, New York 10504, Attention: Surveillance. Section 10. Escrow Deposit AGreement. The Issuer hereby appoints the Bank as the Escrow Agent with respect to the Refunded Bonds. The form of Escrow Deposit Agreement (the "Escrow Deposit Agreement") attached hereto as Exhibit "F" is hereby approved and the Mayor is hereby authorized and directed for and in the name of the Issuer to execute, and the Clerk is authorized to attest and apply the seal of the Issuer to the Escrow Deposit Agreement, with such changes, alterations or corrections thereto as shall be approved by the officials executing the same, such execution to constitute conclusive evidence of such approval. Section 11. Refunded Bonds. The refunding of the Refunded Bonds is hereby approved. The Issuer hereby irrevocably elects that the Refunded Bonds then outstanding shall be called for redemption on November 1, 1994. The Finance Director is hereby authorized and irrevocably ~irected, in the name of the Issuer, to cause notice of the defeasance of the Refunded Bonds and of such call for redemption to be given as required by the terms of the Escrow Deposit Agreement. -7, 5556M Section 12. Execution and Delivery of the Bonds. The Mayor and Clerk are hereby authorized and directed on behalf of the Issuer to execute the Bonds as provided in the Bond Resolution and herein, and such officials are hereby authorized and directed upon the execution of the Bonds in the form and manner set forth herein and in the 8ond Resolution to deliver the Bonds in the amount authorized to be issued hereunder to the Registrar for authentication and delivery to or upon the order of the Original Purchaser upon payment of the purchase price set forth herein. Section 13. Authorizations. (a) The members of the Governing Body are hereby jointly and severally authorized to do all acts and things required of them by this resolution, the Bond Resolution, the Bond Purchase Contract, or desirable or consistent with the requirements hereof or thereof, for the full, punctual and complete performance of all terms, covenants and agreements contained in the Bonds, the Bond Resolution, this resolution, and the Bond Purchase Contract. Any and all members of the Governing Body are hereby authorized to execute, publish, file and record such other documents, instruments, notices, and records and to take such other actions as shall be necessary or desirable to accomplish the purposes of this resolution and the Bond Resolution. (b) The Mayor, the Finance Director, the City Manager, the Bank, or any of them, are hereby authorized for and on behalf of the Issuer to subscribe for United States Treasury Certificates of Indebtedness, Notes, and/or Bonds -- State and Local Government Series, in connection with the refunding of the Refunded Bonds. Section 14. Book-Entry SYstem. The Bonds shall initially be registered in the name of Cede ~ Co. ("Cede"), as nominee of The Depository Trust Company ("DTC"). Notwithstanding any other provision hereof or of the Bond Resolution, for so long as Cede is the registered owner of all of the Bonds, owners of beneficial interest in the Bonds will not receive physical deliver of Bond certificates, and payment of interest on the Bonds shall be made by wire transfer of New York Clearing House or equivalent next day funds to the account of Cede on the business day next preceding any Interest Payment Date for the Bonds at the address indicated for Cede in the registry books of the Registrar. The Mayor and the Bank are authorized and directed to execute a Letter of Representations in the form attached hereto as Exhibit G, and the Issuer and the Bank are authorized and directed to comply with the provisions thereof. Section 15. Resolution to Constitute a Contract. In consideration of the purchase and acceptance of the Bonds authorized to be issued hereunder by those who shall be the Holders thereof from time to time, this resolution shall constitute a contract between the Issuer, any Insurer and such Holders, and all covenants and agreements herein set forth to be performed by the Issuer shall be for the equal benefit and security of all of the Holders. -8- 5556M Section 16. No Implied Beneficiary. With the exception of any rights herein expressly conferred, nothing expressed or mentioned in or to be implied from this resolution or the Bonds is intended or shall be construed to give any person other than the Issuer, each Insurer, the Sank, and the Holders, any legal or equitable right, remedy or claim under or with respect to this resolution, or any covenants, conditions and provisions herein contained; this resolution and all of the covenants, conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the Issuer, each Insurer, the Bank, and the Holders. Section 17. Severability. If any provision of this resolution shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable in any context, the same shall not affect any other provision herein or render any other provision (or such provision in any other context) invalid, inoperative or unenforceable to any extent whatsoever. Section 18. Repealer. Ail resolutions or parts thereof of the Issuer in conflict with the provisions herein contained are, to the extent of any such conflict, hereby superseded and repealed. Section 19. Repeal of Refunded Bond Resolution. Upon the funding of the Escrow Deposit Trust Fund pursuant to the Escrow Deposit AgreemenT, and the investment of funds therein pursuant thereto, the Issuer will have provided for the payment of the Refunded Bonds in accordance with Section 11.01 of Resolution No. 84-TTT, and therefore, at such time, said Resolution, and all amendmen%s and supplements thereto, shall be, without further action by the Issuer, cancelled and repealed. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] -9- 5556M Section 20. Effective Date. This resolution effect immediately upon its adoption. shall take PASSED AND APPROVED this 22nd day of October, 1991. (OFFICIAL SEAL) ATTEST: CITY OF BOYNTON BEACH, FLORIDA Its Mayor Its Vice-Mayor Commissioner -10- 5556M