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HomeMy WebLinkAboutR-81-03RESOLUTION A RESOLUTION AUTHORIZING A NEGOTIATED SALE OF THE CITY OF SEBASTIAN'S GOLF COURSE REVENUE BOND ANTICIPATION NOTES IN THE PRINCIPAL AMOUNT OF $1,600,000 AND AWARDING SUCH NOTES TO THE PURCHASER THEREOF. BE IT RESOLVED BY THE CITY COUNCIL OF THE CiTY OF SEBASTIAN, FLORIDA (the "Issuer"), as follows: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the Laws of the State of Florida, including particularly Chapter 166, Part II, Florida Statutes (1980). SECTION 2. FINDINGS. and declared as follows: It is hereby found, determined A. On November 19, 1980 the City Council of the Issuer adopted a resolution (the "Resolution") authorizing the issuance of not exceeding $1,600,000 Golf Course Revenue Bond Anticipation Notes of the Issuer to provide the interim construction financing of the cost of the acquisition, construction, erection and equipping of municipal golf course facilities and related and appurtenant facilities within the city limits of the Issuer pending issuance by the Issuer pursuant to the Resolution of not exceeding $1,600,000 principal amount of Golf Course Revenue Bonds of the Issuer. B. in response to the Issuer's efforts through its financial adviser, F. A. Hyde & Associates, the Issuer has received from William R. Hgughand Compan~ the propo- sal for the purchase of the Notes attached hereto as sxhibit A and has received from William R. Hough and Company the proposal for the purchase of the Notes attached hereto as Exhibit B; the City Council of the Issuer has carefully con- sidered each of such proposals and deems it to be in the best interest of the health, welfare and economy of the Issuer and its citizens and inhabitants that the proposal of William R. Hough and Comp~n~ be accepted by the Issuer; and the City Council of the Issuer does hereby determine that a negotiated sale of the Notes is in the best interest of the Issuer, it not being likely that the Issuer would receive other bids for the Notes after incurring the expense and delay of advertising the same for public sale, by reason of the relatively small principal amount of the Notes, the security therefor and the prevailing market conditions for municipal obligations of this type. SECTION 3. AWARD OF NOTES. The Notes shall be issued pursuant to the provisions of the Resolution, as the same may be -1- hereafter amended and supplemented, and are hereby awarded by the Issuer to William R. Hough and Company ,, at the price, bearing interest at the rate and subject to the terms and conditions stated in such proposal of said purchaser attached hereto as Exhibit A. SECTION 4. EFFECTIVE DATE. This resolution shall take effect immediately upon its adoption. ATTEST: The foregoing Resolution was duly passed and adopted by the City Countil of the City of Sebastian~ Florida, this ~~day of ~F~c4~.~f .... , 1981, -2- l illiam FI. Hough & Co. ELEVEN FOURTH STREET NORTH P.O. DRAWER 1051 ST, PETERSBURG, FLOR IDA 33731 (813) 823-8100 January 29, 1981 The Honorable Pat Flood, Jr., Mayor and Members of Council City of Sebastian Sebastian, Florida Gentlemen: The undersigned, hereinafter referred to as "Underwriter", hereby offers to purchase $1,600,000 City of Sebastian, Florida Golf Course Revenue Bond Anticipation Notes, Series 1981 (the "Notes"), subject to the following terms and conditions: 1. The Notes shall be dated ~-y 1, 1981, shall mature Fet~ 1, !98_~, shall be non-callable, and shall bear interest at./m %. The City shall execute at Closing a Final Official Statement in form and substance satisfactory to the Underwriter and which is identical (with the exception of such changes and modifications which are acceptable to the Underwriter) to the Preliminary Official Statement attached hereto and made a part hereof. The City shall appoint as Trustee and Paying Agent a bank to be ' designated by the Underwriter subject to approval by the City, provided, however, that the fees shall be reasonable and customary. The City shall ~nvest from~he ~roceeds of the sale of Notes the sum of t~.-~/~ ,~'o~,~ ~c'~,~/ /~'~¢,..r~½ ($ '~ )in a ~ % Certificate of Deposit to be issued by the Said Certificate of Deposit shall proviz~'- for a maturity date that:~{; ten ('10) years from the date of Closing. The proceeds so invested in the Certificate of Deposit aforementioned shall be used exclusively by the City as a Reserve Fund as specified and requred by the Trust Indenture and resolution authorizing the issuance of the Notes. ............ STATE, COUNTY AND MUNICIPAL BONDS ~ UJilli~R. Hon_q.h & Co. The Honorable Pat Flood, Jr., Mayor and Members of Council City of Sebastian January 29, 1981 Page Two The City shall invest from the proceeds derived from the sale of the Notes and from interest earnings thereon the following sums in C.D.'s or U.S. Government Bond Repur- chase Agreements provided by a U.S. Government bond dealer designated by the Underwriter, and maturing on the dates set forth below: Maturity Date Amount of Repurchase Agreement (To be worked out) Rate of Interest Not less than Treasury Bill rates published 1/29/81 e The City will execute at the Closing all customary and le- gal documents in order to effectuate a proper sales and delivery of the Notes. The Closing shall take place in a city mutually agreeable to the City and the Underwriter. The Notes will be accompanied at delivery by the unqualified legal opinion of Thomas B. Slade, III, Jacksonville, Florida. Payment for the Notes and~,,~delivery~ ~ of said Notes (referred to herein as the "Closin shall occur within thirty-~3~¢~e days from acceptance of this contract. The City shall have executed, on or before the Closing, a binding and enforceable contract providing for construction of the Golf Course as described in the Golf Course Feasi- bility Study prepared by Charles F. Ankron, Inc., Golf Course Architect, Stuart, Florida, and an Application of Note Proceeds satisfactory to the Underwriter. Unon compliance with the foregoing conditiops, the Underwrite~shall pay to the C i ty the sum o f ~ ~22~7~,,~ ~ ~/~z ~,~/_, ( $ ~ ~ '~ ¥~,o, ~ ), together with accrued~intereSt to the date of~gOs~ng. ~he City agrees to payL, expenses incurred in issuance of the Notes, as follows: [Bond Counsel fee, ~e Counsel Fee, printing of the Notes, printing o~- the, Officigl Statement, and i nci dental cl osi ng costs. L ~~ ~ The Honorable Pat Flood, Jr., Mayor and Members of Council City of Sebastian January 29, 1981 Page Three The obligation of the Underwriter to purchase and take delivery of the Notes is further subject to the following: (i) no decision by a court of the United States or the tax court of the United States shall have been rendered, or a ruling, regulation (final, temporary or proposed), or official statement by or on behalf of the Treasury Department of the United States, the internal Revenue Service or other governmental agency shall be made, or legislation shall have been enacted by or favorably reported to either the House of Repre- sentatives or the Senate of the United States with respect'to Federal'tax~tion upon revenues or other income of the general character derived by the City or upon interest received on the Notes; or (ii) there shall not have been a de- claration of war by the Government of the United States, nor shall there have occurred a general suspension of trading on the New York Stock Exchange or the declaration of a general banking moratorium by the United States or New York State Authorities. The Underwriter herewith encloses a certified check in the amount of six- teen thousand dollars ($16,000) which is to be held uncashed until the Closing. At the Closing the amount represented by the check shall be applied to the pur- chase price of the Notes in event the Underwriter fails to perform in accordance with the terms and provisions of this Proposal then the City shall retain said check as full and complete damages and shall have no other rights or remedies against the Underwriter. In the event the City is unable to perform in accor- dance with the terms and provisions of this Proposal then the City will forth- with return said check to the Underwriter. This Proposal is for prompt acceptance. Respectfully submitted, WILLIAM R. HOUGH & CO. ACCEPTED: CITY OF SEBASTIAN, FLORIDA By: ~~~ Date: (~.~_ ~ ~ lllilliarn Hough ELEVEN FOURTH STREET NORTH P.O. DRAWER 1051 ST, PETERSBURG, FLORIDA 33731 (813) 823-8100 January 29, 1981 The Ho and City of Sebastian, F1 Pat Flood, Jr., Mayor Df Council n Gentlemen: The undersigned, purchase $1,600,000 Cit Anticipation Notes, Seri and conditions: ~reinafter referred to as "Underwriter", hereby offers to Sebastian, Florida Golf Course Revenue Bond 1981 (the ), subject to the following terms 1. The Notes shall be d !98~, shall be The City shall execut and substance sati (with the exception of sucY acceptable to the Underwrit~ attached hereto and made a pa 1, 1981, shall mature Febru~-y-1, and shall bear interest at /~___._%. N2'(.: = /m. qr' nfng a Final Official Statement in form .he Underwriter and which is identical ~ges and modifications which are Preliminary Official Statement ~f, The City shall appoint as Trust~ designated by the Underwriter sub provided, however, that the fees ng Agent a bank to be ~ct to approval by the City, 1 be reasonable and customary. The City shall~nvest fro the of the sale of Notes the sum of '~,.,~/~ ~/}~ ~ (~ ~ .) in a .~ %Certificate ~ ~~ . Said Certifi te of Deposit sh~ll ~rovide fOr a maturity date that is ten (10) years 'om the date of Closing. The proceeds so invested in the Certificate Deposit aforementioned shall be used exclusively by the City as a Re Fund as specified and requred by the Trust Indenture and resoluti authorizing the issuance of the Notes. ............ STATE, COUNTY AND MUNICIPAL BONDS :~illiam fl. flou~.h & Co. The Honorable Pat Flood, Jr., Mayor and Members of Council City of Sebastian January 29, 1981 Page Two The City shall invest from the proceeds derived from the sale of the Notes and from interest earnings thereon the following sums in C.D.'s or U.S. Government Bond Repur- chase Agreements provided by a U.S. Government bond dealer designated by the Underwriter, and maturing on the dates set forth below: Maturity Date Amount of Repurchase Agreement Rate of Interest (To be worked out) Not less than Treasury Bill rates published 1/29/81 The City will execute at the Closing all customary and le- gal documents in order to effectuate a proper sales and delivery of the Notes. The Closing shall take place in a city mutually agreeable to the City and the Underwriter. The Notes will be accompanied at delivery by the unqualified legal opinion of Thomas B. Slade, III, Jacksonville, Florida. 'Payment for the Notes and delivery of said Notes (referred to herein as the "Closing") shall occur within thirty (30) days from acceptance of this contract. The City shall have executed, on or before the Closing, a binding and enforceable contract providing for construction of the Golf Course as described in the Golf Course Feasi- bility Study prepared by Charles F. Ankron, Inc., Golf Course Architect, Stuart, Florida, and an Application of Note Proceeds satisfactory to the Underwriter. Unon compliance with the foregoing c,onditions, the Underwriter shall pay to the City the sum of ~2~, ..??~ .-~.~ ~.~/~.~2~, x ($ together with accrued interest"to the date of ~osing. JThe City agrees to pay~ expenses incurred in issuance of the Notes, as follows~ Bond Counsel fee, ~ Counsel Fee, printing of the Notes, printin~of the Official Statement, and incidental closing costs. ~ /~' ~ / /.~/~ The Honorable Pat Flood, Jr., Mayor and Members of Council City of Sebastian January 29, 1981 Page Three The obligation of the Underwriter to purchase and take delivery of the Notes is further subject to the following: (i) no decision by a court of the United States or the tax court of the United States shall have been rendered, or a ruling, regulation (final, temporary or proposed), or official statement by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other governmental agency shall be made, or legislation shall have been enacted by 'or favorably reported to either the House of Repre- sentatives or the Senate of the United States with respect to 'Federal 'taxfi~ti on upon revenues or other income of the general character derived by the City or upon interest received on the Notes; or (ii) there shall not have been a de- claration of war by the Government of the United States, nor shall there have occurred a general suspension of trading on the New York Stock Exchange or the declaration of a general banking moratorium by the United States or New York State Authorities. The Underwriter herewith encloses a certified check in the amount of six- teen thousand dollars ($16,000) which is to be held uncashed until the Closing. At the Closing the amount represented by the check shall be applied to the pur- chase price of the Notes in event the Underwriter fails to perform in accordance with the terms and provisions of this Proposal then the City shall retain said check as full and complete damages and shall have no other rights or remedies against the Underwriter. In the event the City is unable to perform in accor- dance with the .terms and provisions of this Proposal then the City will forth- with return said check to the Underwriter. This Proposal is for prompt acceptance. Respectfully submitted, WILLIAM R. HOUGH & CO. ACCEPTED: CITY OF SEBASTIAN, FLORIDA By: Date: "Non-ad Valorem Funds" shall mean all moneys of the Issuer derived from sources other than ad valorem taxation, which shall from time to time be legally available for application pur- suant to the provisions of this Indenture. Moneys of the Issuer which, though derived from sources other than ad valorem taxation, shall be committed to other uses by law or contract are not legally available for application pursuant to ~he provisions of this Indenture; and after all Notes and the interest thereon shall have been fully paid,' the Issuer shall not be prevented hereby from granting a first lien on any specific non-ad valorem 'revenues as security for any'obligation undertaken by the Issuer sUbsequent to the issuance of the Bonds, which specific revenues, to the extent required for such future obligations, ~hall thereafter not be deemed t© be legally available for application pursuant to this Indenture and not be regarded as a part of Non- ad Valorem Funds. While any Notes or the interest thereon shall r~main unpaid, the Issuer may grant a lien on any or all non-ad valorem revenues as security for any obligations of the Issuer, provided that each such obligation shall state on its face that the lien on the non-ad valorem revenues granted by. the Issuer as security for the payment of such obligation is junior, subor- dinate and inferior in every respect to the lien on such non-ad valorem revenues hereby granted in favor of the Notes. Section 506. Creation of Liens. The Issuer covenants that except as herein provided it will not issue any other bonds, notes, certificates or obligations of any kind or nature or create or cause or permit to be created any debt, lien, pledge, assignment or encumbrance or charge payable from or enjoying a lien upon any of such special funds pledged hereunder to the payment of the Securities and the interest thereon,.ranking prior to or on a parity with the lien and pledge created by this Indenture for the benefit of the Securities; except that anything herein to the contrary notwithstanding, the Issuer hereby reserves the right to issue, from time to time after all Notes and the interest thereon .shall'~ have been fully paid, its bonds or other obligations secured by a first lien upon and pledge ~f any spe- cified source or sources of revenue presently a part of Non-ad Valorem Funds, and the pledge in favor of the Bonds of the reve- nues from such source or sources shall thereafter be subordinate and inferior to the lien thereon and pledge thereof in favor of such subsequent obligations made expressly payable therefrom, and while any Notes or the interest thereon shall remain unpaid, the issuer may grant a lien upon and pledge any specified source or sources of revenue presently a part of Non-ad Valorem Funds as security for any obligations of the Issuer provided that each such obligation shall state on its face that the lien on such Non-ad Valorem Funds granted by the Issuer as security for the payment of such obligation is junior, subordinate and inferior in every respect to the lien on such Non-ad Valorem Funds hereby granted in favor of the Notes.