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01-23-92 Special · CITY OF DELRAY BEACH, FLORIDA - CITY COMMISSION SPECIAL MEETING - JANUARY 23, 1992 - 1:30 P.M. COMMISSION CHAMBERS AGENDA Please be advised that if a person decides to appeal any decision made by the City Commission with respect to any matter considered at this meeting or hearing, such persons will need a record of these proceedings, and for this purpose such persons may need to ensure that a verbatim record of the proceedings is made, which record includes the testimony and evidence upon which the appeal is to be based. The City does not provide or prepare such record. Pursuant to Section 3.07 of the City Charter of the City of Delray Beach, Florida, Mayor Thomas E. Lynch has instructed me to advise you of a Special Meeting of the Commission to be held in the Commission Chambers at 1:30 P.M. on Thursday, January 23, 1992. This meeting has been called for the purpose of considering the following: 1. Resolution No. 17-92: A resolution authorizing the negotiated sale of General Obligation Refunding Bonds, Series 1992, in an amount not to exceed $6.5 Million and providing for certain details and certain other provisions of the bond authorizing resolution. 2. Resolution No. 18-92: A resolution authorizing the negotiated sale of $20 Million Utilities Tax Revenue Refunding and Improvement Bonds, Series 1992 and providing for certain details and certain other provisions of the bond authorizing resolution. ~ ir)JL)¡~I!cd¡ Alison MacGregor Harty City Clerk .. ''''I ~ City of De/ray Beach, F/orida Refunding of Utilities Tax & G.O. Bonds Goals of Financing 1. Provide Interest Rate Savings. 2. Restructure Series 1989 Utilities Tax Notes to provide level annual payments. 3. Restructure Utilities Tax Covenants. Smith Barney, Harris Upham & Co" .. ..,,, .. City of Delray Beach, Florida Refunding of Utilities Tax & G.O. Bonds Savings Levels and Targets Refund ing Issue Savings Target Actual Savings Utilities Tax Refunding (1) $250,000 $401,629 Utilities Tax Refunding (2) $364,363 G.O. Refunding $130,000 $216,448 (1) Savings exclusive of costs of Covenant Restructuring. (1) Savings inclusive of costs of Covenant Restructuring. (*) Savings Levels are Net of All Costs of Issuance. Smith Barney, Harris Upham & Co" .~ ....,. ., City of Delray Beach, Florida Refunding of Utilities Tax & G. O. Bonds Matters for Commission Action this Evening 1. Consider Award Resolution Awarding Bonds to Smith Barney. 2. Have Mayor Sign Bond Purchase Agreement. Smith Barney, HarrIs Upham & Co" .. ..." · RESOLUTION NO. R-17~92 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DEIBAY BEACH, FLORIDA, AMENDING AND SUPPIDlENTING CITY R&SOUJ'l'ION NO. 97-91; AUTHORIZING THE NEGOTIATED SALE OF $5,585,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 1992, OF THE CITY OF DELRAY BEACH, FLORIDA, TO REFUND THE CITY'S otrr- STANDING GENERAL OBLIGATION BONOO OF 1980 AND 1985; PROVID- ING FOR THE TERMS AND amER DETAIlS OF suœ BONOO; APPOINT- ING A PAYING AGENT AND A REGISTRAR FOR SAID 8ONœ; APPROV- ING THE FORM OF AND AUTHORIZING THE EXEaJ'l'ION AND DELIVERY OF AN OFFICIAL STATEMENT AND APPROVING, CONFIRMING AND RAT- IFYING THE PRIOR USE BY THE UNDERWRITERS OF THE PRELIMINARY OFFICIAL STATEMENT: APPROVING THE FORM OF AND AtmlORIZING THE EXECUTION AND DELIVERY OF A BOND PURalASE AGREEMENT TO EFFECT THE NEGOTIATED SALE OF THE BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT RELATING TO THE PRIOR BONOO; PROVIDING THAT THE PAYMENT OF SCHEDULED PRINCIPAL AND INTEREST ON THE BONDS BE GUARANTEED BY A BOND INSURANCE POLICY TO BE ISSUED BY FINANCIAL GUARANTY INSURANCE COMPANY: CONFIRMING COMPLIANCE WITH CER- TAIN STATUTORY REQUIREMENTS; AUTHORIZING PROPER OFFICIALS OF THE CITY TO DO ALL OTHER THINGS DEEMED NECESSARY OR ADVISABLE IN CONNECTION WITH THE ISSUANCE, SALE AND DELIV- ERY OF SAID BONDS: AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Commission (the "Commission") of the City of Delray Beach, Florida (the "City") did, on October 22, 1979, adopt Resolution No. R-84-79, authorizing the issuance of General Obligation Bonds in the aggregate principal amount of $1,390,000 and providing for a bond election on the approval of such bonds, and the qualified electors of the City of De1ray Beach, Florida, did, at an election held on December 11, 1979, authorize by majority vote the issuance of such General Obligation Bonds, which were issued on August 5, 1980 in the aggregate principal amount of $1,390,000 (the "1980 General Obligation Bonds"), pursuant to the Charter of the city -1- R<-:;:,: . I , .. " . . of Delray Beach, Florida, as amended and supplemented, the Constitution and statutes of the state of Florida, particularly Chapter 166, Florida statutes, as amended and supplemented, and other applicable provisions of Florida law; and WHEREAS, the Commission did, on January 29, 1985, adopt a resolution entitled "A RESOIlJTION OF THE CITY COUNCIL OF THE CITY OF DELRAY BEACH, FLORIDA, PROVIDING FOR THE ISSUANCE OF GENERAL OBLIGATION BONDS IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT EXCEEDING $5,000,000 TO FINANCE THE CONSTRUCTION OF A PUBLIC SAFETY FACILITY IN THE MANNER HEREIN SET FORTH; PROVIDING FOR THE CONSTRUCTION OF TIlE PUBLIC SAFETY FACILITY; ORDERING AND PROVIDING FOR A BOND ELECTION ON THE APPROVAL OF THE BONDS; PROVIDING FOR AN EFFECTIVE DATE", and the qualified electors of the City did, at an election held on March 12, 1985, authorize by majority vote the issuance of $5,000,000 general obligation bonds to finance the construction of a public safety facility in the City, and there were issued City of .Delray Beach, Florida, General Obligation Bonds of 1985, in the aggregate principal amount of $5,000,000, pursuant to the Charter of the City of Delray Beach, Florida, as amended and supplemented, the Constitution and statutes of the State of Flori~a, particularly Chapter 166, Florida Statutes, as amended and supplemented, and other applicable provi- sions of Florida law; and WHEREAS, pursuant to Resolution No. 97-91 adopted by the City on December 3, 1991 (the "Bond Authorizing Resolution"), the Commission authorized the issuance of its General Obligation -2- 1-'1,-::; _ I .- .. . , Refunding Bonds, Series 1991, in the aggregate principal amount of not exceeding $6,500,000 pursuant to the Act (as defined in· the Bonci Authorizing Resolution) and the terms and provisions of such Bond Authorizing Resolution and subsequent proceedings of the Commission for the purpose of (i) paying and defeasing the City's outstanding General Obligation Bonds of 1980 and the outstanding General Obligation Bonds of 1985 (collectively, the "Prior Obligations"), and (ii) paying the costs of issuing the Bonds; and WHEREAS, in light of the fact that such General Obligation Refunding Bonds, Series 1991, will be issued in calendar year 1992, the Commission believes it to be in the best interests of the city to redesignate such Bonds as its General obligation Refunding Bonds, Series 1992 (the "Bonds"); and WHEREASr the City is desirous of issuing $5,585,000 of such Bonds pursuant to the terms and provisions of the Bond Authorizing Resolution; and WHEREAS, the Bond Authorizing Resolution provides that cer- tain details of the Bonds and certain other provisions of the Bond Authorizing Resolution shall be determined by subsequent proceedings of the City, which shall be deemed to be supplemental to the Bond Authorizing Resolution; and WHEREAS, the City has determined the details of the Bonds; and WHEREAS , pursuant to the provisions of Section 132.36 of the Florida Statutes, the Commission has previously determined that -3- 1- '".: : . I .. .. . . the maximum principal amount of the Bonds authorized by this Resolution does not exceed the limitation imposed by séction 132.35 of the Florida statutes; and WHEREAS, pursuant to section 132.36 of the Florida statutes, the Commission hereby determines that the Bonds will bear a lower net average interest cost rate than that borne by the Prior Obligations; and WHEREAS, there have been prepared with respect to the issu- ance and sale of the Bonds and submitted to the Commis~ion forms of: ( a) a Preliminary Official Statement, dated January 15, 1992 (the "Preliminary Official Statement"), attached hereto as Exhibit A: (b) a draft Official statement, dated January 24, 1992 (the "Official Statement"), attached hereto as Exhibit B. (c) a Bond Purchase Agreement, attached hereto as Exhibit c; and (d) an Escrow Deposit Agreement, attached hereto as Exhibit D; and WHEREAS, the City's financial advisor has recommended the negotiated sale of the Bonds in a letter attached hereto as Exhibit E; and WHEREAS, based on the advice of the City's financial advisor, it is in the best interest of the City to accept the Bond -4- rz,~::; . I , I. i._'.' " Purchase Agreement and to award the Bonds to the Underwriters (as hereinafter defined) ; and WHEREAS, the City's financial advisor has recommended in a letter, attached hereto as Exhibit E, that the principal and interest on the Bonds be insured by a municipal bond insurance policy (the "Bond Insurance Po 1 icy" ) issued by Financial Guaranty Insurance Company ( "FGIC") ; and WHEREAS, pursuant to section 218.385(4) of the Florida statutes, an authorized representative of the Underwriters (as here- inafter defined) has delivered to the Commission a disclosure state- ment attached hereto as Exhibit F; and WHEREAS, pursuant to Section 132.39 of the Florida statutes, the City's Finance Director has filed a certificate with the Commission (attached hereto as Exhibit G) setting forth the present value of the total debt service savings, which will result from the issuance of the Bonds. NOW, THEREFORE , BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA, AS FOLIDNS: SECTION 1. Definitions. That any term not otherwise defined in this Resolution shall have the meaning ascribed to such term in the Bond Authorizing Resolution, unless the context clearly indicates otherwise. SECTION 2. Purpose and Bond Designation. That the City hereby determines (i) to issue $5,585,000 aggregate principal amount of its Bonds for the purpose of (a) defeasing and refunding the Prior -5- F'-; ~: - I " ',.II, .. Obligations, and (b) paying the costs of" issuance of the Bonds and (ii) to designate such Bonds as its "General Obligation Refunding Bonds, Series 1992. " SECTION 3. Bond Terms. That the Bonds shall be in reg- istered form, shall be in denominations of $5,000 or in any integral multiple thereof, shall be dated, and shall bear interest from January 15, 1992, shall be numbered in the manner as may be pre- scribed by the Registrar (as herein defined), shall bear interest payable on August 1, 1992, and semiannually thereafter on the first day of February and August of each year, shall bear interest at the rates per annum and maturing on February 1, in the years and amounts as follows: Year Amount Interest Year Amount Interest 1993 $345,000 3.60% 2000 $330,000 5.50% 1994 355,000 4.00 2001 355,000 5.65 1995 580,000 4.30 2002 375,000 5.80 1996 580,000 4.60 2003 400,000 5.85 1997 290,000 4.85 2004 420,000 5.95 1998 305,000 5.15 2005 450,000 6.00 1999 320,000 5.35 2006 480,000 6.10 SECTION 4. Paying Agent. That the Commission hereby appoints The Citizens and Southern National Bank of Florida, having its primary corporate trust office in Fort Lauderdale, Florida, as paying agent (the "Paying Agent") for the Bonds. The Citizens and Southern National Bank of Florida agrees to comply with the terms and provisions of the Bond Authorizing Resolution, this Resolution and the Bond Insurance Policy applicable to the Paying Agent. -6- R',,::.: . I ,. "'1· SECTION 5. Registrar. That the Commission he reby appoints The citizens and Southern National Bank of F10rid~, hAving its primary corporate trust office in Fort Lauderdale, Florida, as registrar (the "Registrar") for the Bonds. By the acceptance of such appointment, The citizens and Southern National Bank of Florida agrees to comply with the terms and provisions of the Bond Authorizing Resolution, this Resolution and the Bond Insurance Policy applicable to the Registrar. SECTION 6. Escrow Agent. That the Commission hereby appoints The citizens and Southern National Bank of Florida as escrow agent (the "Escrow Agent") under the Escrow Deposit Agreement (hereinafter referred to) . SECTION 7. Application of Bond Pr~. T hat all moneys received by the City from the sale of the Bonds shall be dis- bursed as provided in Section 10 of the Bond Authorizing Resolution, except as provided below: From the proceeds of the sale of the Bonds, there shall be paid to FGIC $27,881.23, representing the total premium for the Bond Insurance Policy. SECTION 8. Preliminary and Final Official Statement. That the execution of the Official Statement of the city, to be dated the date of this Resolution (unless otherwise determined by the commission) , relating to the Bonds, in substantially the form attached hereto as Exhibit B, with such changes as are necessary to conform to the details of the Bonds and the requirements of the Bond -7- \-:>.:: ~'. - I I " '·0" '. . Purchase Agreement, is hereby approved. The Commission hereby authorizes the execution of the Official statement, and the Commission hereby authorizes the Official statement and the informa- tion contained therein to be used by the Underwriters (as hereinafter defined) in connection with the offering and sale of the Bonds. The Commission hereby ratifies, approves and consents to the use by the Underwr iter,s (as hereinafter defined) of the Preliminary Official statement (attached hereto as Exhibit A) in connection with the public offering of the Bonds. The Official statement may be modified in a manner not inconsistent with the substance thereof as shall be deemed advisable by the Commission and by Bond Counsel to the City. The Mayor and the City Manager are hereby authorized and directed to sign the Official Statement and any amendment or supplement thereto, in the name of and on behalf of the city, and deliver the same and any such amendment or supplement to the Underwriters. SECTION 9. Negotiated Sale. That the Commission hereby adopts the recommendations of the City's financial advisor, as described in a letter from the City's financial advisor, dated the date of this Resolution and attached hereto as Exhibit E. The City he;-eby finds, based on the reas?ns set forth in such letter, that it would be in the best interest of the City that the Bonds be sold on a negotiated basis. SECTION 10. Award of the Bonds. That the Bond Purchase Agreement (attached hereto as Exhibit C) for the Bonds, dated the date of this Resolution, between the City and Smith Barney, Harris -8- r,::!~, . I '. '·H. Upham & Co. Incorporated (the "Representative"), acting on behalf of themselves and Smith Mitchell & Associates, Inc. , Fray Municipal Securities, Inc. , and William R. Hough & Co., acting as the under- writers for the Bonds (collectively referred to herein as the "Underwriters"), as submitted to this meeting, be and the same is hereby approved and accepted. SECTION 11. Bond Purchase Agreement. That, in accor- dance with the terms of the Bond Purchase Agreement, the Bonds are hereby sold to the Underwriters at a purchase price of $5,520,426.32, representing Underwriters' discount of $64,573.68, plus accrued interest on the Bonds from January 15, 1992, to the date of payment and delivery therefor, on the terms and conditions set forth in the Bond Purchase Agreement, and the Mayor, or, in his absence, the Vice-Mayor of the City, each is hereby authorized and directed to execute the Bond Purchase Agreement and any amendment or supplement thereto, in the name of and on behalf of the City, and del i ver the same and any such amendment or supplement to the Underwriters, and the City Clerk or Assistant City Clerk is hereby authorized and directed to affix the seal of the City and attest the same, if so required by the terms thereof. SECTION 12. Escrow Deposit Agreement. That the form, terms and provisions of the Escrow Deposit Agreement, attached hereto as Exhibit D, between the City and the Escrow Agent, as submitted to this meeting, be and the same are hereby approved and accepted. The Mayor or, in his absence, the Vice-Mayor of the City each is hereby -9- p,:::,: . ' I I It '" · authorized and directed to execute and deliver the Escrow "Deposit Agreement in substantially the form submitted to this meetjn~, with such changes, insertions and deletions thereto as are necessary or desirable for carrying out the purposes thereof as may be approved by the Mayor and the Finance Director of the city, the execution of said Escrow Deposit Agreement being conclusive evidence of such approval. SECTION 13. Bond Insurance P01icy. That, based on the recommendations of the City's financial advisor, set forth in a letter attached hereto as Exhibit E, the Commission finds that obtaining the Bond Insurance Policy from FGIC is in the best inter- ests of the City, and the Commission hereby directs that the premium due on the Bond Insurance Policy be paid in accordance with the terms thereof. SECTION 14. Disclosure statement. That the city does hereby find that the Representative on behalf of the Underwriters has submitted the disclosure statement required by Section 218.385(4), Florida Statutes, a copy of which is attached hereto as Exhibit "F". SECTION 15. Amendment to Bond Authorizing Resolution. That all references in the Bond Authorizing Resolution to "General Obligation Refunding Bonds, Series 1991" shall be deemed to refer to the not exceeding the City's $6,500,000 General Obligation Refunding Bonds, Series 1992. SECTION 16. That, in accordance with Section 132.39 of the Florida Statutes, Joseph M. Safford, Finance Director, has filed a certificate with the Commission (attached hereto as Exhibit G) , -10- P,:;,:: . ., I " ,.;..< .. . . setting forth the present value of the tdtal debt service savings which will result from the issuance of the Bonds. Such present value savings has been calculated to be $216,448. Such certificate also demonstrates mathematically that the Bonds will bear a lower net average interest cost rate (computed in accordance with Section 132.34(15), Florida statutes) than that borne by the Prior obligations. The net average interest cost rate borne by the Prior Obligations is 8.18804% and the net average interest cost rate to be borne by the Bonds is 5.60844%. SECTION 17. Further Authorizations. That the Mayor, the Vice-Mayor, the City Manager, the Finance Director, the City Attorney, and any other proper official of the City, be and each of them is hereby authorized and directed to execute and deliver any and all documents and instruments, including but not limited to any com- mitment to obtain the Bond Insurance Policy acceptable to the City Attorney and Bond Counsel, and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by this Resolution. -11- L'_':: - I " ".11· · SECTION 18. Effective Date. That this Resolution shall take effect immediately upon its passage. PASSED AND ADOPTED in special session on this the 23rd day of January, 1992. CITY OF DELRAY BEACH, FLORIDA ~~.é' Attest: By ~'. / . eþ C . ~ / M yor (J ¡ < "77 'lìhc. JlA 1 r::. ¡IGIft¡ City Cl'rk -12- I¿ '0' ~: . I , ,. "H' · GENERAL OBLIGATION BONDS Exhibit A - Preliminary Official Statement Exhibit B - Draft Official Statement Exhibit C - Bond Purchase Agreement Exhibit D - Escrow Deposit Agreement Exhibit E - Financial Advisor Letter Exhibit F - Underwriters' Disclosure Letter Exhibit G - Certificate of Finance Director ~ IH " , . RBSOWTION NO. R-18-92 A RESOLU"fiOH OF TUB CITY COIIIUSSIOH OF THB CITY OF DEIBAY BEACH, !'IDUDA, AMmfDING ARD SUPPI'~r.ufG CITY RESOI.DTIOII NO. 98-91, AtrIBOJU:ZIHG THE IIBGO'lIATBD SUB OF $14,800,000 UTILITIES TAX REVJ5ftUK REFUNDING AND IMPROVEMEIrr BONDS, SERIES 1992, OF THE CITY OF DELRAY BBACII, FIDRIDA., TO RBFUND THB CITY'S OUTSTANDING UTILITIBS TAX RBVERUE CERfIFICATBS, SDIES 1967, ITS OUTS'lAllDIIIG UTILITIES TAX RBVBNUB CBRTIFICATBS, SBRIES 1978, ITS OUTSTAHDING UTILITIBS TAX RBVIH:JB BttIDB, SERIBS 1987, AND ITS <Ul'STAI1D- ING UTXLITIBS TAX RBVBHOB Nœ'BS, SUBClU)DIATEI) SERIES 1989, AND '1'0 FINAJfCB AU. OR A PC:Rl'IOH OF 'fHB". COST OP LAaIf)SCAPDIG, IRRIGATION, PLUrrIlfG AND CORBDIG OF dI.atAIN ROMIIAY8, 'l'HB COST OF RBNOVATING, COHSTRUCTING ABD EQUIPPING OP CITY-oWMBD FACILITIES, THE COST OF .....Y ACQUISITION AND CONSTRUCTION, THB COST OF ACQUIRIRG, CONSTRUCTING AND EQUIPPING OF PARK ARD RECREATION FACILITIES, THE COST OP ACQUISITION AND/OR RENOVATION OP crl'Y-oIftŒD 'J."ENNXS PAeILI- TIES, TBB COST OF RENOVATING AND REHABILITATING ALL OR A PORTION OF OLD SCHOOL SQUARE: PROVIDING FOR THB '.l'~ AND OTHER DB".rAIIB OF SUCH sœœ, APPOINTING A PAYING AGENT AND A REGISTRAR FOR SAID BONDS, APPROVXNG THE FORII'" OP AIID AUTHORIZING THB EXBCUTION AND DB LIVERY OF AN OFFICIAL STATEIIBN'l' AND API:'WJVDIG, CCIfPIBII'.DIQ AND RATIPYDIG 'lHB PRXOR USB BY THE URDBR1IRI'l'BRS OF 'DIE PRBLIMINARY OFFICIAL STATB- MBH'l', APPROVXIIG THE PO'" OF AND AUTla:tIZING 'DIE Ekm.;u-J:~OIf' AND DBLIVBRY OP A BOND PURCHASB AGRBBIIBH'l' TO EFFECT TIm NEGOTIATED SALK OF 'l'BB lamS, AlrJ.1KJJClZIHG THB" EXlsuTJ.'J.QN AND DELIVERY OF Alt· ESCROW DEPOSIT AGREBIIBIIT RElATING TO THE PRIOR OBLIGATIOItS, PROVIDING 'ŒA'l 'l'HB PAYIIBIIr OP Sntls"~JJm PRINCIPAL AND Dr.l·~ ON THB BOtmS DB GUARAN'l'BBD BY A BOND INSURANCE POLICY TO DB ISSUED BY Mmo:CIPAL BOND IW!'Sl'O.RS ASSURANCB CORPORA'1'IOII, AUTlØIZnc PR3PER OFFICIAlS OF 'J!RB CITY TO DO ALL OTRBR TlUHGS DEBllBD HBCISSARY OR ADVISABlB IN COIIRBC'l'ION WITH THE ISSUAHCB, SALB AIm DBLIVERY OP SAID BONDS, A1fD PROVIDING AM EPPBCTlVE 1Wl'B. WHBRBAS, pursuant to the 1962 Resolution and resolutions supplemented thereto, the city of Delray Beach, Florida (the "City"), has heretofore issued its utilities Tax Revenue certificates, Series 1967 (the "1967 Bonds") , its utilities Tax Revenue -I- Res. tlu. 1'"'-'1'" Ö "L .. .. . I certificates, Series 1978 (the "1978 Bonds"), its Utilities Tax Revenue Bonds, Series 1987 (the "1987 Bonds"), and its utilities Tax Revenue Notes, Subordinate Series 1989 (the "1989 Notes"): and 1fBBRBAS, the 1967 Bonds, the 1978 Bonds, the 1987 Bonds and the 1989 Notes are herein, collectively, referred to as the "Prior obligations"; and WHEREAS, the City Commission of the City of Delray Beach, Florida (the "Commission"), has heretofore determined that it is nec- essary and desirable and in the best financial and economic interest of the City to defease and refund the Prior obligations: and WHEREAS, the Commission has heretofore found it to be nec- essary and in the best interest of the City to provide landscaping, irrigation, planting and curbing of certain roadways, to provide for the renovation, construction and equipping of City-owned facilities, to provide for roadway acquisition and construction, to provide for the acquisition, construction and equipping of park and recreational facilities, to provide for the acquisition and/or renovation of city-owned tennis facilities and to provide for the renovation and rehabilitation of all or a portion of Old School Square, and all engineering and other incidental costs relating thereto (collectively, herein referred to in the 1992 Bond Authorizing Resolution (as herein defined) as the "1991 Improvements"): and WHBRBAS, pursuant to Resolution No. 98-91 adopted by the city on December 3, 1991 (the "1992 Bond Authorizing Resolution"), the Commission authorized the issuance of its utilities Tax Revenue -2- Res. Hr) . 18-'-1~- " '.11' .. . . Refunding and Improvement Bonds, series 1991, in the aggreqate principal amount of not exceeding $20,000,000 pursuant to the Act (as defined in the 1992 Bond Authorizing Resolution) and the terms and provisions of such 1992 Bond Authorizing Resolution and s~t proceedings of the Commission for the purpose of (i) defeasinq and refunding the Prior Obligations, ( ii) financing all or a portion of the costs of the 1992 Improvements (as defined below), (iii) funding the Debt Service Reserve Requirement (as herein defined) for the 1992 Bonds, and (iv) paying the costs of issuing the Bonds: and WHBRBAS, in light of the fact that such utilities Tax Revenue Refunding and Improvement Bonds will be issued in calendar year 1992, the Commission believes it to be in the best interests of the City to redesignate such Bonds as its utilities Tax Revenue Refunding and Improvement Bonds, Series 1992 (the "1992 Bonds"), and to redesignate the 1991 Improvements as the "1992 Improvements": and WHBREAS, the City is desirous of issuing $14,800,000 of such 1992 Bonds pursuant to the terms and provisions of the 1992 Bond Authorizing Resolution: and WHBREAS, the 1992 Bond Authorizing Resolution provides that certain" details of the 1992 Bo~s and certain other provisions of the 1992 Bond Authorizing Resolution shall be determined by subsequent proceedings of the City, which shall be deemed to be supplemental to the 1992 Bond Authorizing Resolution: and WHBRBAS, the City has determined the details of the 1992 Bonds: and -3- Res. IJ C) . 18-'::2 " ,." " WHEREAS, there have been prepared with respect to the issuance and sale of the 1992 Bonds and submitted to the commission forms of: (a) a Preliminary Official statement, dated January 15, 1992 (the "Preliminary Official statement"), attached hereto as Exhibit A; (b) a draft Official statement, dated January 24, 1992 (the "Official statement"), attached hereto as Exhibit B. (c) a Bond Purchase Agreement, attached hereto as Exhibit C; and (d) an Escrow Deposit Agreement, attached hereto as Exhibit D; and WHEREAS, the city's financial advisor has recommended the negotiated sale of the 1992 Bonds in a letter attached hereto as Exhibit S: and WHEREAS, based on the advice of the City's financial advi- sor, it is in the best interest of the City to accept the Bond Purchase Agreement and to award the 1992 Bonds to the Underwriters (as hereinafter defined); and WHBREAS, the City's financial advisor has recommended in a letter, attached hereto as Exhibit E, that the principal and interest on the 1992 Bonds be insured by a municipal bond insurance policy (the "Bond Insurance Policy") issued by Municipal Bond Investors Assurance Corporation ("MBIA"): and -4- Res. No. 18-'-'~ " , ,I ~ > " WHEREAS, pursuant to Section 218.385(4) of the Florida Statutes, an authorized representative of the Underwriters (as here- inafter defined) has delivered to the Commission a disclosure state- ment attached hereto as Exhibit F. NOW, TBBRBI'ORB, BB :IT RESOLVED BY THB C:ITY COMIIISSICII OF THE CITY OF DBUlAY BEACH, FLORIDA, AS FOLtDII8: SBCTION 1. Definitions. That any term not otherwise defined in this Resolution shall have the meaning ascribed to such term in the 1992 Bond Authorizing Resolution, unless the context clearly indicates otherwise. SECT:ION 2. Purpose and Bond Designation. That the City hereby determines: (i) to issue $14,800,000 aggregate principal amount of its 1992 Bonds for the purpose of (a) defeasing and refund- ing the Prior obligations, (b) financing all or a portion of the costs ot the 1992 Improvements, (c) funding the Debt service Reserve Requirement for the 1992 Bonds, and (d) paying the costs of issuance of the 1992 Bonds; and (ii) to designate such 1992 Bonds as its "Utilities Tax Revenue Refunding and Improvement Bonds, Series 1992." SECTION 3. Bond T-... That the 1992 Bonds shall be in registered form, shall be in denominations of $5,000 or in any inte- gral multiple thereof, shall be dated, and shall bear interest from January 15, 1992, shall be numbered in the manner as may be prescribed by the Registrar (as herein defined), shall bear interest payable on June 1, 1992, and semiannually thereafter on the first day -. -5- Res. [.Jf) . 1" ,,-, ':'!- ,.... ,. ,.¡ " of June and December of each year, shall bear interest at the rates per annum and maturing on June 1, in the years and amounts as follows: Year Amount Interest Year Amount Interest 1992 $635,000 3.00% 2000 $1,040,000 5.60% 1993 760,000 3.75 2001 1,105,000 5.70 1994 790,000 4.10 2002 1,155,000 5.80 1995 820,000 4.35 2003 855,000 5.90 1996 855,000 4.70 2004 905,000 6.00 1997 900,000 5.00 2007 3,050,000 6.25 1998 940,000 5.25 1999 .990,000 5.50 SBCTION 4. Redemption Provisions. That the 1992 Bonds maturing in the years 1992 to 2002, both inclusive, are not redeem- able prior to their stated dates of maturity. The 1992 Bonds matur- ing on June 1, 2003, and thereafter, are redeemable prior to their stated dates of maturity, at the option of the City, from any funds available for such purpose (i) in part, in inverse order of maturi- ties, and by lot within a maturity, if less than a full maturity, on June 1, 2002, or on any interest payment date thereafter, and (ii) as a whole, at any time, on or after June 1, 2002, at the redemption prices (expressed as percentages of the principal amount of 1992 Bonds to be redeemed) as set forth below, if redeemed in the follow- ing redemption periods, plus accrued interest to the date fixed for redemption: -6- Res. ['If) . 18-92 " 1'<f· .. Redemption Periods (Both dates inclusive) Redemotion Price June 1, 2002 to May 31, 2003 102% June 1, 2003 to May 31, 2004 101% June 1, 2004 and thereafter 100% That the 1992 Bonds maturing on June 1, 2007, shall also be subject to mandatory sinking fund redemption prior to maturity by lot, in such manner as the Registrar (as defined herein) may de.. appropriate, on June 1, 2005, and on June 1 of each year thereafter, at a price of par plus accrued interest to the date of redemption, in the amount as follows: Year Amount 2005 $ 955,000 2006 1,015,000 2007* 1,080,000 *(Final Maturity) Notice of redemption of the 1992 Bonds shall be mailed, postage prepaid, by the Registrar not less than thirty (30) days before the date fixed for redemption to the registered owners of any 1992 Bonds or portions of 1992 Bonds which are to be redeemed, at their addresses as they appear fifteen (15) days prior to the date such notice is mailed on the registration books kept by the Registrar. The Registrar also shall mail (by certified mail, return receipt requested) a copy of such notice for receipt not less than thirty-two (32) days before such redemption date to the following: -7- Res. 1'10. 18-':!¿ " 'n. .. The Depository Trust Company, 711 stewart Avenue, Garden City, New York 11530, Midwe.t Securities Trust Company, capital structures - Call Notification, 440 South LaSalle street, Chicago, Illinois 60605; Philadelphia Depository Trust Company, Reorganization Division, 1900 Market Street, Philadelphia, Pennsylvania 19103; Attention: Bond Department: provided, however, that such mailing shall not be a con- dition precedent to such redemption and failure so to mail any such notice shall not affect the validity of any proceedings for the redemption of the 1992 Bonds. The Registrar shall also provide notice at the same time notice of redemption is given to the Bondholders to Kenny Information Systems Notification Service, 65 Broadway, 16th Floor, New York, New York 10006; Standard & Poor's Called Bond Record, 25 Broadway, New York, New York 10004, and such other informational services as the Registrar shall determine; pro- vided, however, that such mailing shall not be a condition precedent to such redemption and failure to mail any such notice shall not affect the validity of any proceedings for the redemption of the 1992 Bonds. A second notice of redemption shall be given sixty (60) days after the redemption date in the manner required above to the registered owners of redeemed 1992 Bonds which have not been presented for payment by such date. Such notice of redemption shall set forth (i) the date fixed for redemption, (ii) the redemption price to be paid, (iii) that such 1992 Bonds will be redeemed at the primary corporate trust -a- Res. Nr) . 18-,)~' .. .. office ot the Paying Agent (as herein defined.), and the naJ'l\e~ address and telephone number ot a contact person, (iv) it less than all of the 1992 Bonds shall be called for redemption, the distinctive num- bers, letters and CUSIP identification numbers, if any, of such '1992 Bonds to be redeemed, (v) in the case of 1992 Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed, and (vi) any other information the City or the Registrar deems relevant. In case any 1992 Bond is to be redeemed in part only, the notice of redemption that relates to such 1992 Bond shall state also that on or after the redemption date, upon surrender of such 1992 Bond, a new 1992 Bond or 1992 Bonds of the same maturity, bearing interest at the same ,rate and in aggregate principal amount equal to the unredeemed portion of such 1992 Bond, will be issued. Failure of the registered owner of any 1992 Bonds which are to be redeemed to receive any such notice shall not affect the validity of the proceedings for the redemption of 1992 Bonds for which proper notice has been given. Interest shall cease to accrue on any of the 1992 Bonds duly called for prior redemption if payment of the redemp- tion price has been duly made or provided for. SECTION 5. Payinc¡ ~. That the Commission hereby appoints The citizens and Southern National Bank of Florida, having its primary corporate trust office in Fort Lauderdale, Florida, as paying agent (the "Paying Agent") for the 1992 Bonds. The citizens and Southem National Bank of Florida agrees to comply with the terms and provisions of the 1992 Bond Authorizing Resolution, this -9- Res. No. 18-(} ~: ,. Resolution and the Bond Insurance Policy. applicable to the Paying Agent. SECTZOR 6. R8C)istrar. That the commission hereby appoints The Citizens and Southern National Bank of Florida, having its primary corporate trust office in Fort Lauderdale, Florida, as registrar (the "Registrar") for the 1992 Bonds. By the accepUftCe of such appointment, The citizens and Southern National Bank of Florida agrees to comply with the terms and provisions of the 1992 Bond Authorizing Resolution, this Resolution and the Bond Insurance Policy applicable to the Registrar. SECTION 7. Escrow Agent. That the Commission hereby appoints The Citizens and Southern National Bank of Florida, as escrow agent (the "Escrow Agent") under the Escrow Deposit Agreement (hereinafter referred to). SECTIOR 8. Application of Bond Procewds. That all moneys received by the city from the sale of the 1992 Bonds shall be disbursed as provided in Section 3 of Article III of the 1992 Bond Authorizing Resolution, except as provided below: From the proceeds of the sale of 1992 Bonds, there shall be paid to MBIA $79,000, representing the total premium for the Bond Insurance Policy, and there shall be deposited into the herein desig- nated "1992 Debt Service Reserve Account," created and established for the 1992 Bonds, $19,010 which, together with $1,460,990 derived from debt service reserve account for the 1967 Bonds, 1978 Bonds and 1987 Bonds, shall equal the Debt Service Reserve Requirement for the -10- Res. No. 18-'<: ,. ,. I ~, .. 1992 Bonds, and said amount shall constitute the "Debt Service Reserve Requirement." SBCl'~ON 9. ReJaaining Punda. That the Commission hereby directs that, on the date of issue of 1992 Bonds, the monies reMain- ing on depo.i~ in the funds and accounts, created and established by the proceedings authorizing the issuance of the Prior Obligations (other than as provided in Section 8 above), shall be deposited in the Escrow Trust Fund pursuant to the terms and provisions of the Escrow Deposit Agreement. SBCTION 10. Preliainary and Final Official Stat-~T~. That the execution of the Official statement of the City, to be dat.ed the date of this Resolution (unless otherwise determined by the Commission), relating to the 1992 Bonds, in substantially the form attached hereto as Exhibit 5, with such changes as are necessary to conform to the details of the 1992 Bonds and the requirements of the Bond Purchase Agreement, is hereby approved. The commission hereby authorizes the execution of the Official Statement, and the Commission hereby authorizes the Official Statement and the informa- tion contained therein to be used by the Underwriters (as hereinafter defined) in connection with th~ offering and sale of the 1992 Bonds. The Commission hereby ratifies, approves and consents to the use by the Underwriters (as hereinafter defined) of the Preliminary Official statement (attached hereto as Exhibit A) in connection with the public offering of the 1992 Bonds. The Official Statement may be modified in a manner not inconsistent with the substance thereof as - . -11- Res. tJo. 18-':'2 '. ,. shall be deemed advisable by the Commission and by Bond Counsel to the city. The Mayor and the City Manager are hereby authorized and directed to sign the Official statement and any amendment or supple- ment thereto, in the name of and on behalf of the City and deliver the same and any such amendment or supplement to the Underwriters. SBCTION 11. N8C)otiated sale. That the Commission hereby adopts the recommendations of the city's financial advisor, as described in a letter from the City's financial advisor, dated the date of this Resolution and attached hereto as Exhibit E. The City hereby t inds , based on the reasons set forth in such letter, that it would be in the best interest of the City that the 1992 Bonds be sold on a negotiated basis. SBCTION 12. Award of the 1992 Bœms. That the Bond Purchase Agreement (attached hereto as Exhibit C) for the 1992 Bonds, dated the date of this Resolution, between the City and Smith Barney, Harris Upham , Co. Incorporated (the "Representative"), acting on behalf of themselves and Smith Mitchell , Associates, Inc. , Fray Municipal Securities, Inc., and William R. Hough & Co., actil'19 as the underwriters for the 1992 Bonds (collectively referred to herein as the "Underwriters"), as submitted to this meetil'19, be and the same is hereby approved and accepted. SBCTION13. Bond Purchase.. ACJre-n:~ That in accordance with the terms of the Bond Purchase Agreement, the 1992 Bonds are hereby sold to the Underwriters at a purchase price of $14,631,086.62, representing Underwriters' discount of $168,913.38, -12- Res. HI). 1 r> _'.1' Q .~. " '.11" ,. plus accrued interest on the 1992 Bonds from January 15, 1992, to the date of payment and delivery therefor, on the terms and conditions set forth in the Bond Purchase Agreement, and the Mayor, or, in his absence, the Vice-Mayor of the City, each is hereby authoriz~ and directed to execute the Bond Purchase Agreement and any amendment or supplement thereto, in the name of and on behalf of the City, and deliver the same and any such amendment or supplement to the Underwriters, and the City Clerk or Assistant city Clerk is hereby authorized and directed to affix the seal of the City and attest the same, if so required by the terms thereof. SECT:ION 14. Escrow Deposit Agre roc. That the form, terms and provisions of the Escrow Deposit Agreement, attached h.re~o as Exhibit D, between the City and the Escrow Agent, as submitted to this meeting, be and the same are hereby approved and accepted. The Mayor or, in his absence, the Vice-Mayor of the City, each is hereby authorized and directed to execute and deliver the Escrow Deposit Agreement in sUbstantially the form submitted to this meeting, with such changes, insertions and deletions thereto as are necessary or desirable for carrying out the purposes thereof as may be approved by the Mayor and the Finance Dir~or of the City, the execution of said Escrow Deposit Agreement being conclusive evidence of such approval. SECT:ION 15. Bond :Insurance Policy. That, based on the recommendations of the City's financial advisor, set forth in a letter attached hereto as Exhibit E, the Commission finds that obtaining the Bond Insurance Policy from MBIA is in the best - . -13- Res. tl!) . 18-':~ ;.) " '''II' interests of the City, and the Commission hereby directs ,that the premium due on the Bond Insurance POlicy be paid in accordance with the terms thereof. SBCl'ION 16. Disclosure stat...nt. That the City does hereby find that the Representative on behalf of the Underwriters has submitted the disclosure statement required by section 218.385(4), Florida Statutes, a copy of which is attached hereto as Exhibit "F". SECTION 17. A..nd.ants to 1992 Bond AutboriziR«) Reaolu1:ion. That all references in the 1992 Bond Authorizin9 Resolution to "1991 Bonds" shall be deemed to refer to the 1992 Boncls and all references in the 1992 Bond Authorizing Resolution to 1991 Improvements shall be redesignated the "1992 Improvements." SEcrION 18. Further Authorizations. That the Mayor, the Vice-Mayor, the City Manager, the Finance Director, the City Attorney, and any other proper official of the City, be and each of them is hereby authorized and directed to execute and deliver any and all documents and instruments, including but not limited to any com- mitment to obtain the Bond Insurance Policy acceptable to the city Attorney and Bond Counsel, and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by this Resolution. -14- Res. t I r) . 18-~'12 ,. ¡·Ip ,. . SBC'l'IOIf 19. Effective Date. That this Resolution shall take ettect immediately upon its passage. PASSED AND ADOPTED in special session on this the 2.3rd day ot January, 1992. By Attest: (lLY5n Y'fìJ (' Ji; :.¡;. !In 4if -' City erk -15- Res. HI) . 18-92 ,. ,··,t· .. . UTILITIES TAX Exhibit A - Preliminary Official Statement Exhibit B - Draft Official Statement Exhibit C - Bond Purchase Agreement Exhibit D - Escrow Deposit Agreement Exhibit E - Financial Advisor Letter Exhibit F - Underwriters' Disclosure Letter .. HI'