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90-WWWRESOLUTION NO. 90- A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, APPROVING THE FORM AND CONTENT OF A PRELIMINARY PLACEMENT MEMORANDUM DATED APRIL 30, 1990 RELATING TO THE CITY'S PROPOSED PUBLIC SERVICE TAX REVENUE BONDS, SERIES 1990; RATIFYING THE USE OF SUCH PRELIMINARY PLACEMENT MEMORANDUM IN CONNECTION WITH THE PLACEMENT OF SUCH BONDS; APPROVING THE AGGREGATE PRINCIPAL AMOUNT, MAT~'~ITIES, INTEREST RATES AND REDEMPTION PRO%'2$IONS OF SUCH BONDS, IF AUTHORIZED TO BE ISSUED ON MAY 21, 1990; AUTHORIZING TH~ EXECUTION OF A COMMITMENT FOR BOND INSURANCE, AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Commission of the City of Boynton Beach, Florida issued its $5,150,500 Public Service Tax Revenue Bond Anticipation Note, Series 1990 A (the "Note") on March 23 1990; and ' WHEREAS, the City has selected SunTrust Securities, Inc., through its affiliate Trust Company Bank (the "Placement Agent") to act as Placement agent in regard to the issuance of the City's proposed Public Service Tax Revenue Bonds, Series 1990 (the "Bonds") for the purposes of (i) paying off the Note, (ii) satisfying the balance of a certain judgment (the "Refunded Debt") rendered against the City in Case Nos. CL 86-3661 AE and CL 87-1638 AE in the Circuit Court of the Fifteenth Judicial Circuit of Florida, in and for Palm Beach County, Florida, (iii) adding funds to the Reserve Subaccount created under the City's Resolution No. 86-EEEE, and (iv) paying the costs of issuance of the Bonds; and WHEREAS, the Refunded Debt has to be satisfied in full on or before May 24, 1990, or the City will be subject to interest on a portion thereof retroactive to January 1, 1990; and WHEREAS, in connection therewith, the Placement Agent has distributed a Preliminary Placement Memorandum dated April 30, 1990, containing certain information with regard to the City and the Bonds, a copy of said Preliminary Placement Memorandum being attached as Exhibit "A" hereto (the "Preliminary Placement Memorandum,,); and WHEREAS, pursuant to Section 1001 of Resolution No. 86-EEEE, the City Clerk has notified the registered owners of the City's Public Service Tax Revenue Bonds, Series 1986, of the City's proposed adoption of a resolution authorizing the issuance of the Bonds (the "Bond Resolution,,); and WHEREAS, the City plans to consider adoption of the Bond Resolution on May 21, 1990; and WHEREAS, based upon current market conditions, the Placement Agent has, subject to the adoption of the Bond Resolution by the City, placed the Bonds with the initial purchasers thereof on the terms set forth in the Term Sheet attached as Exhibit "B" hereto. WHEREAS, if the Bonds are issued, in order to provide for bond insurance thereon, it is necessary to execute the commitment letter attached as Exhibit "C" hereto. BE .T RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON BEAt{, FLORIDA: Section 1. Preliminar Placement Memorandum. The City hereby approves the form and content of the Preliminary Placement Memorandum dated April 30, 1990, relating to the Bonds, a copy of which is attached hereto as Exhibit "A" and ratifies its use in connection with the placement of the Bonds by the Placement Agent. Section 2. ~DDroval of Terms of Bonds._ If the Bonds are authorized to be issued on May 21, 1990, the aggregate principal amount, maturities, interest rates, redemption provisions and initial price of the Bonds shall be as set forth on the Term Sheet provided by the Placement Agent and attached as Exhibit "B" hereto. All other terms of the Bonds shall be as described in the Preliminary Placement Memorandum. S~ction 3. ~uthorization .of Bond I~suranc?. The Mayor is a~ho~ze~ to e~ecute and del~v~ the Commitment to Iss~,,a Financial Guaranty Insurance Policy attached hereto as Exhibit C . Section 4. Effective Dat~. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 15th day of May, 1990. [SEAL] C~/ty Clerk ~-- // / Mayo~r L// ~ -- ~ ice-Mayor APPROVED~AS TO FORM AND LEGAL SUFFICIENCY Commissioner Commissioner Interes= (Nove~be= 1) 1991 $ 230,000 6.15% 100.00 1992 245,000 6.25 100.00' 1993 260,000 6.35 100.00' 1994 275,000 ':.50 100.00 1995 295,000 ~.60 100.00 1996 315,000 ~.70 100.00' 1997 335,000 6.80 100.00 1998 355,000 6.90 100.00~ 1999 380,000 7.00 100.00 2000 405,000 7.05 100.00 2001 435,000 7.10 100.00 2004 1,505,000 7.30 100.00 2010 - 4.180.000 _ 7.50 100.00 Total $9,215,000 Redemption - Bonds maturing November 1, 2004 November 1, 2002 November 1, 2003 November 1, 2004 $465,000 500,000 540,000 ~edempbtOn_Da~ November 1, 2005 Novembor 1~ 2006 November It 2007 November 1, 2008 November 1~ 2009 November 1, 2010 $580,000 620,000 665~000 715~000 770,000 830,000 Optional Redemption (% of Principal A~ount) Red$~ption Pe_r~o~ May 1, 2000 - April 30, 2001 May 1, 2001 - April 30, 2002 ~ay 1~ 2002 and thereafter 102% 101% 100% COMMITMENT TO ISSUE A FINANCIAL GUARANTY INSURANCE POLICY RE: Application No.: 90-04-2898 Sale Date: April 1990 (T) Program Type: Negotiated DP $9,085,000 (Est.) City of Boynton Beach, Florida, Public Service Tax Revenue Bonds, Series 1990 (the "Obligations") This commitment to issue a financial guaranty insurance policy (the "Commitment,,) dated April 26, 1990, constitutes an agreement between CITY OF BOYNTON BEACH (the "Applicant"), and MUNICIPAL BOND INVESTORS ASSURANCE CORPORATION (the "Insurer"), a stock insurance company incorporated under the laws of the State of New York. Based on an approved application dated April 23, 1990, the Insurer agrees, upon satisfaction of the conditions herein, to issue on the earlier of (i) 120 days of said approval date or (ii) on the date of delivery of and payment for the Obligations, a financial guaranty insurance policy (the "Bond Insurance Policy"), for the Obligations, insuring the palanent of principal of and interest on the Obligations when due. The issuance of the Bond Insurance PoliCy shall be subject to the following terms and conditions: 1. Payment by the Applicant, or by the Trustee on behalf of the Applicant, on the date of delivery of and Pal;ment for the Obligations following payments: , the a. a n~nrefundable premium in the amount of .4% of to service less capitalized and a ...... ~ : .... tal debt to the neares~ ,~ ~ _~u ~n~erest, premium rounded ~ ~,uuu. ~'ne premium set out in this paragraph 1.a. shall be the total premium required to be paid on the Bond Insurance Policy issued pursuant to this Commitment; b. Moody's Investors Service rating agency fees in the amount of $7,500 in connection with obtaining the initial ratings on the Obligations; and c. Standard & Poor's Corporation rating agency fees in the amount of $5,500 in connection with obtaining the initial ratings on the Obligations. 2. The Obligations shall have received the unqualified.opinion of bond counsel With respect to the tax-exempt status of interest on the Obligations. 3. There shall have been no material adverse change in the Obligations or the Resolution, Bond Ordinance, Trust Indenture or other official document authorizing the issuance of the Obligations or in the final official statement or other similar document, including the financial statements included therein. 4. There shall have been no material adverse change in any information submitted to the Insurer as a part of the application or subsequently submitted to be a part of the application to the Insurer. -2- 5. No event shall have occurred which would allow any underwriter or any other purchaser of the Obligations not to be required to purchase the Obligations at closing. 6. Ail documents executed in connection with the issuance of the Obligations shall contain a provision which requires copies of any amendments to such documents consented to by the Insurer to be sent to Standard & Poor's. 7. A Statement of Insurance satisfactory to the Insurer shall be printed on the obligations. 8. Prior to the delivery of and payment for the Obligations, none of the information or documents submitted as a part of the application to the Insurer shall be determined to contain any untrue or misleading statement of a material fact or fail to state a material fact required to be stated therein or necessary in order to make the statements contained therein not misleading. 9. No material adverse change affecting any security for the Obligations shall have occurred prior to the delivery of and payment for the Obligations. 10. This Commitment may be signed in counterpart by the parties hereto. Dated this 26th day of April, 1990. MUNICIPAL BOND INVESTORS ASSURANCE CORPORATION Assistant Secretary-- - CITY OF BEACH : Gene Moore, Mayor