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Res 18-92 RE~OIIITION NO. R-18-92 A RE~O~ON OF THE CITY COHN~SSION OF THE CITY OF DEr-'R~Y BEACH, FLORIDA, AMIeNDING ~ ~ ~ NO. 98-91~ ~~ZING ~ ~~ ~ OF $14,8~,000 UTILITIES TAX R~ ~DING ~ I~O~ ~, SERIES 1992, OF THE CITY OF DR~ B~, F~~, RRF~D THE CITY'S OUTST~DING UTILITIES TAX ~FI~, S~ 1967, ITS ~DI~ ~IMT~ REVENUE CERTIFICATES, SERIES 1978, ITS ~IMTI~ T~ ~ ~, ~ 1987, ~ ~ ~ IN6 ~MTI~ T~ ~ ~, ~~ S~ 1989, COS~ OF RENOVATINg, CONSTRUCTING AND E~UIPPIN~ OF CONSTRU~ION, THE COST OF AC~UI~G, ~N~U~ING E~UI~IN~ OF P~ ~ ~~TION FACI~~, ~ ~ OF TIES, ~ COST OF ~VATING ~ ~I~TATI~ ~ OR A ~ION OF O~ S~L S~U~ ~D~ ~ ~ ~ ~ D~~ OF SU~ ~l ~~ A PA~ ~ ~ ~GIST~ FOR 8AID ~NDS~ ~~NG ~ ~ OF AUTHORIZING THE EXECUTION AND DE~Y OF ~ STA~ ~ ~, ~ ~ ~~ ~ USE BY ~ ~D~ OF ~ ~.~ O~~ ~ ~~NG ~ ~OF ~D A~~'~ ~~" AND D~Y OF A ~ND ~~g AG~ ~ EF~ DEL~Y OF ~. ~~ D~IT AG~~ ~~N~ PRIOR O~TIONS~ ~VID~ ~ ~ P~ OF ~ PRINCIP~ ~ ~'~ ~ ~ ~ ~ ~ A IN~~ ~~ ~ ~ ISS~D BY ~~ ~ ~S~~ ~~TI~ A~Z~ ~~ O~~ OF CI~ ~ ~ ~r.r. ~ ~N~ DE~D ~ ~ ~~ IN ~~ION WI~ ~ ~, ~R ~ ~.~ OF ~D ~N~ ~ ~DIN~ ~ ~~I~ ~. WHEREAS, 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 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 W]IE~, the 1967 Bonds, the 1978 Bonds, the 1987 Bonds a~d the 1989 Notes are herein, collectively, referred to as the "Prior Obligations"; and WHEPJ~A~, the City Commission of the City of Delray Beach, Florida (the "Commission"), has heretofore determined that it is nec- eseary and desirable and in the best financial and economic interest of the City to defease and refund the Prior Obligations; and WHE]~EAS, 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 O1d 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 WHEREA~, 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 Refunding and Improvement Bonds, Series 1991, in the aggregate 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 subsequent proceedings of the Commission for the purpose of (i) defeasing 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 WHEREAS, 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 WHEREA~, 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 WHEP~A~, the 1992 Bond Authorizing Resolution provides that certain details of the 1992 Bonds 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 suppleme~%al to the 1992 Bond Authorizing Resolution; and WHEREAS, the City has determined the details of the 1992 Bonds; and Res. I'.Jo. 18-72 WHEREAS, there have been prepared with respect to the issuance and sale of the 1992 Bonds and subndtted to the Commission forms of: (a) a Preliminary Official Statement, dated January 15, 1992 (the "Preliminary Official Statements) , attached hereto as Exhibit A; (b) a draft Official Statement, dated January 24, 1992 (the "Official Statemerrt"), 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 E~ and WHEREAS, based on the advice of the City ts 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 WHEREAS, 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 Res. No. 15-'.,£ #HEREAS, pursuant to Section 218.385(4) of the Florida Statutes, an authorized representative of the Underwriters (as here- inafter defined) has delivered to the Comission a disclosure state- ment attached hereto as Exhibit F. NOW, T~n~REFOR~, BE IT RESOLVED BY TH~ CITY COI~BI~N OF THE CIT~ OF DELRAY BEACH, FLORIDA, AB SECTION 1. Definitio~s. 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. SECTION 2. Purpose and Bond Deeignatlon. 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 coats of 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 Term~o 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 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 SECTION 4. Redemption Pxoviei~s. 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: Res. ['lo. 18"il2 Redemption Periods IBoth dates inclusive) Rede~otion 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 deem appropriate, on June 1, 2005, and on June 1 of each year thereafter, at a price of p ar plus accrued interest to the daCe of rede~tion, 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 1ese 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 t~e 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 Res. Ho. 18-72 The De~ository Trust Company, 711 Stewart Avenue, Garden City, New York 11530; Mldwelt 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 Res. No. 18-92 office of the Paying Agent (as herein defined), and the name, a~iress and telephone number of a contact person, (iv) if 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 r~ 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 issue~. 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 re,emotion if payment of the re~ew~- tion price has been duly made or provided for. SECTION 5. Paying A.g~t. 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 Southern National Bank of Florida agrees to comply with the terms and provisions of the 1992 Bond Authorizing Resolution, this --9-- Res. ~,lo. 18-72 Resolution and the Bond Insurance Policy applicable to the Paying Agent. SECTION 6. Registrar. That the Commission hereby appoints The Citizens and Southern Natiorml Bank of Florida, having its primary corporate trust office in Fort Lauderdale, Florida, as registrar (the "Registrar~) for the 1992 Bo~d~. By ~he acce~a~o~ 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). SECTION 8. Application oE Bond-Proceeds. T h a t a 1 1 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 Res. No. 18-'il2 1992 Bonds, and said amount shall constitute the "Debt Service Reserve Requirement." SECTION 9. Remaining Funds. That the Commission hereby directs that, on the date of issue of 1992 Bonds, the monies remain- ing on deposit 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. SECTION 10. Preliminary and Final Official State~m~:. 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 1992 Bonds, in substantially the form attached hereto as Exhibit B, 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 contair~d therein to be used by the Underwriters (as hereinafter 'defined) in connection with the 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 -ll- Res. 1]o. 18-%:2 shall be deemed advisable by the com ission 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-' merit 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 11. Negotiated Saleo 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 1992 Bonds be sold on a negotiated basis. SECTION 12. Award of the 1992 Bonds. 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 a 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 underwriters for the 1992 Bonds (collectively referred to herein as the. "Underwriters"), as submitted to this meeting, be and the same is hereby approved and accepted. SECTION--13. Bond Purcha~ Agreeilent~ 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- plus accrue~ interest on the 1992 Bo~s from January 15, 1992, to the date of payment and delivery therefor, on the terms and conditio~s set fo~h in the Bond Purchase Agreement, and the Mayor, or, in his absence, the Vice-Mayor of the City, each is hereby authorize~ directed to execute the Bond Purchase Agreement and any aw~n~me~t 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 here~ authorized and direote~ to affix the seal of the City and atte~ the same, if so required by the terms thereof. SECTION 14. Escrow Deposit Agreea~a~t. T h a t t h e f o rm, terms and provisions of the Escrow Deposit Agreement, attache~ hereto as Exhibit D, between the City and the Escrow Agent, as submitte~ 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 authorized and directed to execute and deliver the Escrow Deposit Agreement in substantially the form submit~ 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 Director of the City, the execution of said Escrow Deposit Agreement being conclusive evidence of such approval. SECTION 15. Bond.. In~x~n=e-.Poli~. 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. N,'~. 18-!72 interests of the City, and the Commission hereby directs that the premium due on the Bond Insurance Policy'bepaid in accordance with the terms thereof. SECTION 16. Disclosure Statement. That the City does hereby find that the Representative on behalf of the Underwriters has submitted the disclosure statement rec~/ired by Section 218.385(4), Florida Statutes, a copy of which is attached hereto as Exhibit "F". SECTION 17. Amendment8 to 1992 Bond AuthorisiR~ Reeolution. That all references in the 1992 Bond Authorizing Resolution to "1991 Bor~s" shall be deemed to refer to the 1992 Bo~ds and all references in the 1992 Bond Authorizing Resolution to 1991 Improvements shall be redesignated the "1992 Improvements." SECTION 1S. Further Authorizations. That theMayor, 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 limitedto 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- S~'TION 19. Ells=tire Dmte. That this Resolution shall take effect immediately upon its passage. PASSED AND ADOPTED in special session on this the 2ctrdda¥ of January, 1992. CITY OF DFJ=~AY BEACH, FLORIDA Attest: ~yor ~ City ~erk ! -15- Res. N,.3. 18-92 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