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Res 17-92 RESOLUTION NO. R-17-92 A RESOLUTION OF THE CITY COMMISSION OF THE CITY 'OF DELRAY BEACH, FLORIDA, AMENDING AND SUPPr~]~LNG CITY RESOLUTION 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 OUT- STANDING GENERAL OBLIGATION BOND~ OF 1980 AND 198§; I~ROVID- ING FOR THE TE~S AND OTHER DETAILS OF SUCH BOND~; APPOINT- ING A PAYING AGENT AND A R~GISTRAR FOR SAID BONDS; APPROV- ING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT AND APPROVING, CONFIRMING AND RAT- IFYING THE PRIOR USE BY THE UNDERWRITERS OF THE P~T.TMINARY OFFICIAL STATEMENT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGI~~ TO EFFECT THE NEGOTIATED SA~.R OF THE BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT RELATING TO THE PRIOR BONDS; PROVIDING THAT THE PAYMENT OF SCHEDULED PRINCIPAL AND INTEREST ON THE BOND~ BE GUARANTEED BY A BOND INSURANCE POLICY TO BE ISSUED BY FINANCIAL GUARANTY INSURANCE COMPANY; CO~ COMPT.TANCE 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 DELEV- 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 Delray 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 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 W~EREAS, the Commission did, on January 29, 1985, adopt a resolution entitled "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DELRAY BEACH, FLORIDA, PROVIDING FOR THE ISSUANCE OF GENERAL OBLIGATION BONDS IN THE AGGREGATE PRINCIPAL AMOUNTOF 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 ~{E 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 Florida, particularly Chapter 166, Florida Statutes, as amended and supplemented, and other applicable provi- sions of Florida law; and Wq{EREAS, 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-- Refunding Bonds, Series 1991, in the aggregate principal amount of not exceeding $6,500,000 pursuant to the Act (as defined in the Bond 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 WHEREAS, 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-- the maximum principal amount of the Bonds authorized by this Resolution does not exceed the limitation imposed by Section 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 s~le of the 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 Bonds in a letter attached hereto as Exhibit E; and W}{EREAS, based on the advice of the City's financial advisor, it is in the best interest of the City to accept the Bond -4- Purchase Agreement and to award the Bonds to the Underwriters (as hereinafter defined); and WHEI~EAS, 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 Policy") 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 FOLI/)WS: 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-- 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 Tez~s. 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 ihterest 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- SECTION 5. Registrar. 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 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 Proceeds. T h a t a 1 1 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-- 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 Underwriters (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 hereby finds, based on the reasons 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-- 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 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. 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-- authorized and directed to execute and deliver the Escrow Deposit Agreement in substantially the form submitted to this meeting, w~h 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 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 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 Statememt. 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- setting forth the present value of the total 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- 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 Attest: ~ × ~ Ma~or Ci~ty ClArk -12- 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