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Res 85-84 RESOLUTION NO. 85-84 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DELRAY BEACH, FLORIDA AUTHORIZING THE NEGOTIATED SALE OF $24,860,000 WATER AND S~ER REVENUE BONDS, SERIES 1984, OF THE CITY OF DELRAY BEACH, FLORIDA; APPOINTING A PAYING AGENT AND A REGISTRAR FOR SAID BONDS; APPOINTING AN ESCROW AGENT; AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFI- CIAL STATEMENT AND RATIFICATION OF THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT; AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE CONTRACT; PROVIDINS FOR THE TRANSFER OF FUNDS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF AN ESCROW DEPOSIT AGREEMENT; AUTHORIZING PROPER OFFICIALS TO DO ALL O~ER THINGS DEEMED NECESSARY OR ADVISABLE IN CONNECTION WITH THE ISSUANCE, SALE AND DELIV- ERY OF SAID BONDS; AND PROVIDING AN EFFECTIVE DATE FOR THIS RESOLUTION. WHEREAS, The City Council of the City of Delray Beach, Florida (the "City") did on June 12, 1984, adopt a resolution as amended and supplemented by the City on June 26, 1984 and October 10, 1984 (collectively called the "Resolution"); and WHEREAS, The Resolution did authorize the issuance of the City's Water and Sewer Revenue Bonds, Series 1984, in the aggregate principal amount of not exceeding $28,000,000 (the "Bonds"); and WHEREAS, The City is desirous of issuing $24,860,000 such Bonds (the "1984 Bonds"); and WHEREAS, The City has previously issued Water and Sewer Revenue Bonds, dated December 1, 1961 (the "1961 Bonds"), Water and Sewer Revenue Bonds, Series 1962, dated December 1, 1962 (the "1962 Bonds"), Water and Sewer Revenue Refunding Bonds, dated December 1, 1963 (the "1963 Bonds"), Water and Sewer Revenue Bonds, Series 1965, dated June 1, 1965 (the "1965 Bonds"), Water and Sewer Revenue Bonds, Series 1972, dated June 1, 1972 (the "1972 Bonds"), Water and Sewer Revenue Bonds, Series 1979, dated June 1, 1979 (the "1979 Bonds") and Water and Sewer Revenue Bonds, Series 1983, dated May 1, 1983 (the "1983 Bonds") (collectively the 1961 Bonds, the 1962 Bonds, the 1963 Bonds, the 1965 Bonds, the 1972 Bonds, the 1979 Bonds and the 1983 Bonds are referred to as the "Refunded Bonds"); and WHEREAS, there is $14,965,000 principal amount outstanding and unpaid of the Refunded Bonds; and WHEREAS, pursuant to the resolutions adopted by the City Council authorizing the issuance of the Refunded Bonds, certain funds and accounts were created and established thereunder; and WHEREAS, on the proposed effective date of this resolution, there remains $1,585,675.20 in such funds and accounts relating to the Refunded Bonds (the "Remaining Funds"); and WHEREAS, The City is desirous of refunding the Refunded Bonds; and WHEREAS, the Resolution provides that certain details of the Bonds and certain other provisions of the Resolution shall be determined by subsequent proceedings of the City, which shall be deemed to be supplemental to the Resolution; and WHEREAS, there have been prepared with respect to the issu- ance and sale of the 1984 Bonds and submitted to the City Council forms of: (a) an Escrow Deposit Agreement; (b) a Bond Purchase Contract; (c) a Preliminary Official Statement; and WHEREAS, the City's financial advisor has recommended the negotiated sale of the 1984 Bonds in a letter attached hereto as Exhibit A; and WHEREAS, the City's financial advisor has recommended that the principal and interest on the 1984 Bonds be insured by a policy issued by the Municipal Bond Insurance Association ("MBIA"); and WHEREAS, pursuant to section 218.385(4), Florida Statutes (Supp. 1982), an authorized representative of the Underwriter (as hereinafter defined) has delivered to the City a disclosure statement attached hereto as Exhibit B; NC~, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DELRAY BEACH, FLORIDA: SECTION 1. The City hereby determines (i) to issue $24,860,000 aggregate principal amount of its 1984 Bonds, for the purposes of (a) paying the costs of the acquisition and construction -2- Res. No. 85-84 of the Project (as defined in the Resolution), (b) paying interest on that portion of the 1984 Bonds used to finance the cost of construc- tion and acquisition of the additions, extensions and improvements to the Combined Public Utility (as ~efined in the Resolution) prior to, during and for one (1) year after the completion of the Project, (c) paying or providing for the payment and refunding of the Refunded Bonds, (e) making a deposit to the Debt Service Reserve Account (as defined in the Resolution), (d) paying certain costs of issuance and (ii) to designate such Bonds as its "Water and Se~er Revenue Bonds, Series 1984". SECTION 2. The 1984 Bonds shall be in registered form, shall be in denominations of $5,000 or in any integral multiple thereof, shall be dated, and shall bear interest from, October 1, 1984, except that subsequently issued Bonds shall be dated and bear interest from the date of authentication and delivery of such Bonds, shall be numbered from 1 u~ard, preceded by the letter R, shall bear interest payable on April 1, 1985, semi-annually thereafter on the first day of April and October of each year, shall bear interest at the rates per annum and maturing on October 1 in the years and amounts as follows: Year Amount Interest Year Amount Interest 1985 $525,000 6.50% 1993 $ 935,000 8.?5 % 1986 555,000 6.75 1994 1,020,000 9.00 1987 595,000 ?.25 1995 1,110,000 9.25 1988 640,000 ? .50 1996 1,215,000 9.50 1989 685,000 ? .75 1997 1,330,000 9.?5 1990 740,000 8.00 2000 4,830,000 10.00 1991 795,000 8.25 2004 9,020,000 10.125 1992 865,000 8.50 SECTION 3. The 1984 Bonds maturing in the years 1985 to 1994, both inclusive, are not redeemable prior to their stated dates of maturity. The 1984 Bonds maturing on October 1, 1995 and t~ereaf- ter are redeemable prior to their stated dates of maturity, at the option of the City, from any funds available for such purpose on and after October 1, 1994 (i) in part, in inverse order of maturities and by lot within a maturity, if less than a full maturity, on October 1, -3- Res. No. 85-84 1994, or on any interest payment date thereafter, and (ii) as a whole at any time on or after October 1, 1994, at the price of par and accrued interest to the date of redemption, plus the following premi- ums, expressed in percentages of the principal amount of the Bonds, if redeemed prior to maturity in the following periods: Per~od Ending (all years inclusive) Redemption Premium~ October 1, 1994 - September 30, 1995 Three per centum (3%) October 1, 1995 - September 30, 1996 Two per centum (2%) October 1, 1996 - September 30, 1997 One per centum (1%) October 1, 1997 and thereafter None The 1984 Bonds maturing on October 1, 2000 are subject to mandatory redemption in part, by lot, prior to maturity on October 1 in the years and amounts set forth below, at a price of par plus accrued interest to the date of redemption from mandatory sinking fund installments in the amounts set forth below: 1998 $1,460,000 1999 1,605,000 2000 (final maturity) 1,765,000 The 1984 Bonds maturing on October 1, 2004 are subject to mandatory redemption in part, by lot, prior to maturity on October 1 in the years and amounts set forth below, at a price of par plus accrued interest to the date of redemption from mandatory sinking fund.installments in the amounts set forth below: 2001 $1,940,000 2002 2,135,000 2003 2,355,000 2004 (final maturity) 2,590,000 Notwithstanding the provisions of Article III, section 4D3(b) of the Resolution, the City shall not purchase any of the 1984 Bonds maturing on October 1, 2004, prior to the stated maturity at a price less than par plus accrued interest unless the City shall have first received an opinion of its financial advisor that t~e purchase -4- Res. No. 85-84 price paid reflects market discount rather than original issue discount. Notice of redemption shall be published at least once at least thirty days prior to the date fixed for redemption in a finan- cial newspaper or journal of general circulation in New York, New York, and in a newspaper of general circulation in the City. In addition, not less than 25 days prior to the date fixed for redemp- tion, notice shall be filed with the Paying Agent and mailed to the registered owners of 1984 Bonds at the addresses appearing on the registry books, but such mailing shall not be a condition precedent to such redemption and failure to mail any such notice shall not affect the validity of the proceedings for the redemption of the 1984 Bonds. SECTION 4. The City Council hereby appoints Barnett Banks Trust Company, N.A., as paying agent for the Bonds. SECTION 5. The City Council hereby appoints Barnett Banks Trust Company, N.A., as registrar for the Bonds. SECTION 6. The City Council hereby appoints Florida Coast Midlantic Trust Company, N.A., as trustee (the "Escrow Agent") under the Escrow Deposit Agreement (hereinafter referred to). SECTION 7. The City Council hereby directs that the por- tion of the Remaining Funds representing amounts on deposit in the interest and principal accounts for the Refunded Bonds shall be deposited into the Escrow Accounts created and established pursuant to the Escrow Deposit Agreement, and the portion of the Remaining Funds representing amounts on deposit in the debt service reserve accounts for the Refunded Bonds shall be deposited into the Debt Service Reserve Account created and established pursuant to the Resolution. SECTION 8. The City Council hereby directs that the pre- mium due on the MBIA insurance policy be paid in accordance with the terms of such policy. -5- Res. No. 85-84 SECTION 9. From the proceeds of the 1984 Bonds there shall be deposited (i) in the Interest Account an amount equal to interest accruing on the 1984 Bonds to their date of delivery, (ii) in the Escrow Accounts created and established pursuant to the Escrow Deposit Agreement an amount of 1984 Bond proceeds, such 1984 Bond proceeds together with the Remaining Funds pursuant to Section 7 shall be invested at the time of deposit in direct obligations of, or obligations the principal of and interest on which are u~condition- ally guaranteed by, the United States of America ("U.S. Obligations") which shall be sufficient to pay or provide for the payment and refunding of the Refunded Bonds, and (iii) in the Debt Service Reserve Account an amount of 1984 Bond proceeds which together with the Remaining Funds deposited therein pursuant to Section 7 shall be equal to Maximum Annual Debt Service Requirement (as such term is defined in the Resolution). The balance of 1984 Bond proceeds remaining after all the above payments have been made (including amounts paid pursuant to Section 8 hereof) shall be deposited in the Construction Fund created and established by the Resolution. From the '1984 Bond Proceeds allo- catable to the cost of the Project an amount which shall be deter- mined by the Financial Director of the City shall be deposited in the Funded Interest Account in the Construction Fund created and estab- lished under the Resolution. Such proceeds shall be transferred to the Interest Account in accordance with the terms of the Resolution and shall be used for the purpose of paying interest on the 1984 Bonds allocatable to the cost of the Project prior to, during and for one (1) year after completion of the Project in the amounts to be determined by the Financial Director of the City. The balance of the Bond proceeds deposited in the Construction Fund shall be used to pay the costs of the Project (including the cost of issuing the 1984 Bonds) in accordance with the terms of the Resolution. SECTION 10. The City Council hereby finds that the complex nature of the financing, as described in a letter from the --6-- Res. No. 85-84 City's financial advisor dated October 10, 1984, and attached hereto as Exhibit A, makes it necessary and in the best interest of the City that the 1984 Bonds be sold on a negotiated basis. SECTION 11. The execution of the Official Statement of the City, to be dated October 10, 1984 (unless otherwise determined by the City Council), relating to the 1984 Bonds, in substantially the form of the Preliminary Official Statement (as hereinafter defined), with such changes as are necessary to conform to the details of the 1984 Bonds and the requirements of the Bond Purchase Contract, is hereby approve~. The City Council hereby authorizes the execution of the Official Statement and the City Council hereby authorizes the Official Statement and the information contained therein to be used in connection with the offering and sale of the 1984 Bonds. The City Council hereby ratifies, approves and consents to the use by the Underwriter (as hereinafter defined) of the Preliminary Official Statement, dated September 28, 1984, in connec- tion with the public offering of the 1984 Bonds. The Official Statement may be modifie~ in a manner not inconsistent with the sub- stance thereof as shall be deemed advisabl~ by the City Council or the financial advisor to the City or the Finance Director of the City and by Bond Counsel to the City. The Mayor and the City Manager are hereby authorize~ 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 Underwriter. SECTION 12. The Bond Purchase Contract for the 1984 Bonds, dated October 10, 1984 (the "Bond Purchase Contract'), between the City and William R. Bough & Co. acting as sole Underwriter for the 1984 Bonds (the 'Underwriter"), as submitted to this meeting, be and the same is hereby approved and accepted. SECTION 13. In accordance with the terms of the Bond Purchase Contract, the 1984 Bon~s are hereby sold to the Underwriter at a purchase price of $24,274,975, plus accrued interest on the 1984 -7- Res. No. 85-84 Bonds from October 1, 1984, to the date of payment and delivery therefor, on the terms and conditions set forth in the Bond Purchase Contract and the Mayor and the Vice-Mayor of the City each is hereby authorized an~ directe~ to execute the Bon~ Purchase Contract and any amendment or supplement thereto, in the na~e of and on behalf of the City and deliver the same and any such amendment or supplement to the Underwriter and the City Clerk or Assistant City Clerk is hereby authorized and directed to affix the seal of the City and attest the same. SECTION 14. The form, terms and provisions of the Escrow Deposit Agreement between the City and the Escrow Agent, as submitted to this meeting, be and the same are hereby approved and accepted. - The Mayor or the Vice-Mayor of the City be and each of then hereby is 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 approve~ by the Mayor and Finance Director of the City, the execution of said Escrow Deposit Agreement being conclusive evidence of such approval. SECTION 15. The Mayor and Finance Director of the City be, and both of th'em or any member or associate attorney of Mudge Rose Guthrie Alexander & Ferdon, Bond Counsel to the City hereby are, authorized on behalf of the City, to file subscriptions for and to purchase U.S. Obligations in such amounts, maturing at such times and bearing such rates of interest as shall be necessary (taking into account any moneys or other securities deposited with the Escrow Agent at the same time for such purpose) to pay when due the princi- pal of and interest on the Refunded Bonds; and to take such other action as he may deen necessary or appropriate to effectuate the pur- chase of said securities. SECTION 16. The City does hereby find that the Underwriter has submitted the disclosure statement required by -8- Res. No. 85-84 Section 218.385(4), Florida Statutes (1982 Supp.), a copy of which is attached hereto as Exhibit SECTION 17. The Mayor, the Vice-Mayor, and any 'other proper official of the City, be and each of the~ is hereby authorized and directed to execute and deliver any and all documents and instru- ments and to do and cause to be done any and all acts and things nec- essary or proper for carrying out the transactions contemplated by this resolution. SECTION 18. This Resolution shall take effect upon its passage in the manner provided by law. PASSED AND ADOPTED in special session on this the 10th day of October, 1984. Attest: M A Y -9- Res. No. 85-84