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HomeMy WebLinkAboutR-85-54A RESOLUTION PROVIDING FOR THE NEGOTIATED SALE AND ISSUANCE OF CITY OF SEBASTIAN, FLORIDA, GOLF COURSE REVENUE BONDS, SERIES 1985, PURSUANT TO RESOLUTION R-85- 44, FOR THE PURPOSE OF ADVANCE REFUNDING AND RETIRING THE CITY'S GOLF COURSE REVENUE BOND ANTICIPATION NOTES, SERIES 1981, FUNDING THE RESERVE ACCOUNT, PAYING EXPENSES OF ISSUING SUCH BONDS AND PAYING THE COST OF CAPITAL IMPROVEMENTS TO TF~ MUNICIPAL GOLF COURSE; AUTHORIZING A PURCHASE CONTRACT FOR THE SALE OF SUCH BONDS AND AWARDING THE BONDS TO THE UNDERWRITER; PROVIDING FOR THE TERMS OF SUCH BONDS; APPOINTING FLORIDA NATIONAL BANK, AS REGISTRAR, AUTHENTICATING AGENT AND PAYING AGENT FOR SUCH BONDS; PROVIDING FOR THE USE OF PROCEEDS OF SUCH BONDS; AUTHORIZING AN ESCROW DEPOSIT AGREEMENT FOR THE REFUNDING OF THE AFORESAID NOTES; MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS; APPROVING AND AUTHORIZING THE EXECUTION OF CERTAIN DOCUMENTS IN CONNECTION THEREWITH; AND PROVIDING SEVER~ILITY, CONFLICTS AND EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COUNCIL OF THE ~CITY OF SEBASTIAN, FLORIDA, SECTION 1. Recitals. WHEREAS, on August 7,~ 1985, the City Council of the City of Sebastian, Florida, duly adopted Resolution R-85-44 (the "Bond Resolution"). WHEREAS, the Bond Resolution authorizes the issuance by the City of Sebastian (the "Issuer") of the Issuer's City of Sebastian, Florida, Golf Course Revenue Bonds, Series 1985 ("Series 1985 Bonds") primarily for the purpose of advancing refunding and retiring the Notes (as that term is defined on the Bond Resolution) and paying the costs of certain capital improvements to the Facilities (as that term is defined in the Bond Resolution); and WI{EREAS, it is now desirable to the Series 1985 Bonds and to provide for thereof. provide for the sale and issuance of the use of the proceeds of the sale SECTION 2. Definitions. All capitalized terms used herein, which are not defined herein, shall have the meanings specified in the Bond Resolution, unless the context otherwise requires. The terms "Bonds" and "Series 1985 Bonds' mean the series of the bonds authorized by Section 6.01 of the Bond Resolution, being the bonds described in Section 5 hereof and i~ the Purchase Contract, and which are to be sold and issued as herein provided. SECTION 3. Authority for This Resolution. This Resolution is adopted pursuant to the provisions of the Bond Resolution and the Act and is a resolution supplemental to the Bond Resolution. SECTION 4. Findings. declared that: It is hereby ascertained, determined and The findings contained in Article III of the Bond Resolution are true and correct as of the date hereof. The Issuer has heretofore issued the Notes and now desires to issue the Series 1985 Bonds primarily (a) to advance refund all Notes in order (i) to terminate the lien on all of the Issuer's non-ad valorem tax revenues granted to the holders thereof as security therefor, (ii) to eliminate the covenants of the Issuer made for the benefit of the Holders of the Notes and (b) to pay the cost of additional capital improvements to the Facilities. In order to provide a portion of the funds needed to advance refund the Notes, to pay the costs of issuing the Series 1985 Bonds, to provide a portion of the moneys needed to fund the Reserve Account created by the Bond Resolution and to pay costs of certain capital improvements to the Facilities, it is necessary, desirable and in the public interest for the Issuer to issue and sell the Series 1985 Bonds in an aggregate principal amount of $2,005,000; Due to the volatility of the municipal bond market and the need to issue and sell the Series 1985 Bonds at the earliest possible time, it is necessary and desirable to sell the Series 1985 Bonds in a negotiated sale; the Issuer has entered into negotiations for the sale of the Series 1985 Bonds to Arch W. Roberts & Co. (the "Underwriter") which negotiations have resulted in the preparation and submission by the Underwriter of the proposed Purchase Contract between the Issuer and the Underwriter (the "Purchase Contract") presented to this mee~ing for approval; the terms for the purchase of the Series 1985 Bonds set forth in the Purchase Contract are fair and reasonable and it is desirable for the Series 1985 Bonds to be awarded and sold to the Underwriter pursuant to the terms of the Purchase Contract; The sale and issuance of the proceeds thereof as and municipal purpose. the Series 1985 Bonds and the use of herein provided serves a proper public The Pledged Revenues are expected to be sufficient to pay the Series 1985 Bonds and Bond Service Charges thereon, as the same shall be come due and payable. -- 2 -- SECTION~5. Issuance and Terms of Series 1985 Bonds. The Series 1985 Bonds shall be issued in substantially the form contained in Section 6.18 of the Bond Resolution, with such insertions, deletions and modifications as shall be necessary to reflect the provisions of the Series 1985 Bonds as set forth herein and in the Purchase Contract, all officials of the Issuer executing the same. contain the terms described in Section 6.02 supplemented hereby and by the Purchase Contract. be entitled "City of Sebastian, Florida Golf 1985." as shall be approved by the The Series 1985 Bonds shall of the Bond Resolution as Each Series 1985 Bond shall Course Revenue Bond, Series The Series 1985 Bonds shall be issued in the aggregate principal amount of $2,005,000, as specified in the Purchase Contract. The Series 1985 Bonds shall be dated October 1, 1985, shall have the maturities and shall bear interest at the rates per annum specified in the Purchase Contract. Interest thereon shall be payable on April 1, 1986 and semiannually thereafter on October 1 and April 1 of each year by check or draft of the Paying Agent made out to, and mailed on each interest payment date to, the persons who were the registered owners thereof, as sho~rn in the registration books of the City, on the fifteenth day of the month prior to such interest payment date at the addresses of such persons recorded on such registration books. Principal of the Series 1985 Bonds will be payable at maturity or upon redemption at the principal corporate trust office of the Paying Agent. The Series 1985 Bonds shall be issued in fully registered form. The Series 1985 Bonds shall be subject to redemption prior to maturity as provided in the Purchase Contract and shall have such other terms as set forth in the Purchase Contract and Exhibits thereto. The terms of the Series 1985 Bonds set forth in the Purchase Contract and Exhibits thereto are incorporated herein by this reference. The principal amount ofany Series 1985 Bonds which are required to be called in any Fiscal Year for mandatory redemption prior to their stated maturity date ("Term Bonds") on October I ~of the next Fiscal Year shall be paid with an annual Amortization Installment the full amount of which: (a) shall be equal to the principal amount of Term Bonds to be so redeemed on such October 1, and (b) shall be on deposit for that purpose in the Debt Service Account not later than the September 30 immediately preceding each such October I mandatory redemption date. The Issuer shall deposit such Amortization Installment in the Debt Service Account in monthly increments as provided in Section 8.05(a)(x) of the Bond Resolution. The Series 1985 Bonds are to be issued under and pursuant to the provisions of the Bond Resolution and this supplemental resolution and shall be payable from and secured by the Pledged Revenues as provided in the Bond Resolution. The Series 1985 Bonds are to be insured by a policy of municipal bond insurance issued by the Municipal Bond Insurance Association ("MBIA"). -3- The Series 1985 Bonds shall be issued in denominations of $5,000 or integral multip~s thereof and shall be numbered consecutively from 1, upward. The Series 1985 Bonds shall not be deemed to constitute a debt or a pledge of the faith and credit of the Issuer or of the State of Florida or any political subdivision thereof within the meaning of any constitutional, legislative or charter provision or limitation and the registered owners of the Series 1985 Bonds shall never have the right, directly or indirectly, to require or compel the exercise of the ad valorem taxing power of the Issuer or any other political subdivision of the State of Florida or taxation in any form on any real or personal property for the payment of the principal of any interest on the Series 1985 Bonds or for the payment of any other amounts provided In the Bond Resolution or this supplemental resolution. SECTION 6. Execution of Series 1985 Bonds. The Series 1985 Bonds are hereby authorized to be executed by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the City Clerk of the Issuer and authenticated by the manual signature of and authorized signer for the Authenticating Agent. In case any officer of the Issuer whose signature (or a facsimile of whose signature) shall appear on any Series 1985 Bond shall cease to be such officer before the issuance of such Series 1985 Bond, that signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if that officer had remained in office until that time. SECTION 7. Appointment of Registrar, Authenticating Agent and Payin~ ~. Florida National Bank, St. Petersburg, Florida, is hereby appointed as Registrar, Authenticating Agent and Paying Agent for the Series 1985 Bonds, and the Mayor is hereby authorized to execute and deliver and the City Clerk is authorized to attest one or more contracts with Florida National Bank, employing it to provide services in such capacities and providing for the payment of its fees and expenses. SECTION 8. Use of Proceeds of Series 1985 Bonds and Ot.~e~_.M0neys. At the time of issuance of the Series 1985 Bonds, all moneys held in funds and accounts pursuant to the Trust Indenture under which the Notes were issued (the "Indenture") together with the net proceeds received by the Issuer from the sale of the Series 1985 Bonds shall be applied as follows: (a) Amounts on deposit in the shall be credited to the Bond Resolution; and Revenue Fund created by the Indenture General Revenue Account created by the (b) Amounts on deposit in the Operation and Maintenance Fund crea~ed by the Indenture shall be credited to the Operation and Maintenance Account created by the Bond Resolution; and (c) Amounts on deposit in the Indenture shall be deposited the Bond Resolution; and Reserve Account created by the in the Reserve Account created by -4- (d) (e) (f) Amounts on deposit in the Sinking Fund created under the "i~enture shall be deposited in the Escrow Fund created by the Escrow Deposit Agreement authorized'hereby; and Amounts on deposit in the Renewal and Replacement Fund created by the Indenture shall be credited to the Renewal and Replacement Fund created by the Bond Resolution; and Amounts on deposit in the Operating Reserve Account created by the Indenture shall be deposited in the Operating and Maintenance Reserve Subaccount created by the Bond Resolution; and (g) Accrued interest, if any, to be received from the sale of the Series 1985 Bonds shall be deposited in the Debt Service Account created by the Bond Resolution; and (h) There shall be immediately deposited in the Reserve Account created by the Bond Resolution an amount of the proceeds of the Series 1985 Bonds sufficient to cause the amount thereof to be equal to the Maximum Bond Service Requirement attributable to the Series 1985 Bonds (after taking into account amounts deposited therein as above provided); and (i) There shall be deposited in an Escrow Account to be held by NCNB National Bank of Florida, Tampa, Florida, as trustee under the Indenture and as Escrow Agent under the Escrow Deposit Agreement referred to in Section 9 hereof, an amount which (after taking into account amounts deposited therein as above provided) is necessary to comply with the Refunding Plan (hereinafter described) for the Notes; and (j) The balance of the proceeds of the Series 1985 Bonds shall immediately be credited to the Construction Account created by the Bond Resolution and used: (l) to pay the premium for insuring the payment Series 1985 Bonds; the municipal bond insurance policy of principal and interest on the (ii) to pay expenses of issuing the Series 1985 Bonds; and (iii) to the extent of such moneys, to pay the cost of making capital improvements to the Facilities described in the Market Study and Financial Feasibility Study prepared by Charles F. Ankrom, Inc. and other capital improvements thereto. SECTION 9. Authorization of Refunding of Existing Obligations. (a) Refunding Plan for Notes.' Contemporaneously with the issuance of the Series 1985 Bonds there shall be deposited irrevocably in the Escrow Account created by the Escrow Deposit Agreement -5- between the Issuer and NCNB National Bank of Florida as Escrow Agent, an amount sufficient to permit such Escrow Agent to purchase, for the Escrow Account, the Federal Securities and to provide any additional cash to be held uninvested in the Escrow Account, as shall be necessary to cause the Notes to be defeased in the manner required by the Indenture; the amount so deposited shall be invested, held and used as provided in the Escrow Deposit Agreement. (b) Execution of Escrow Deposi~...~greement. The Mayor of the Issuer is hereby authorized and directed to execute and deliver and the City Clerk is hereby authorized and directed to attest the Escrow Deposit Agreement, in the substantial form presented to this meeting with such changes as may be required by Squire, Sanders & Dempsey, as bond counsel to the Issuer, and approved by the officials of the Issuer executing the same, which approval shall be evidenced by their execution thereof. SECTION 10. Award of the Series 1985 Bonds. The Series 1985 Bonds are hereby awarded and sold to the Underwriter at the price and upon the terms and conditions set forth in the Purchase Contract. The Purchase Contract is hereby approved. The Mayor of the Issuer is hereby authorized to execute and deliver and th~ City Clerk is hereby authorized and directed to attest the Purchase Contract in substantially the form presented to this meeting. SECTION 11. Preliminar~ Official Statement and Official Statement. The distribution and use of the final Official Statement with respect to the Series 1985 Bonds, in substantially the form of the Preliminary Official Statement, dated September 20, 1985, presented to this meeting, with such changes as are necessary to conform to this Resolution and the Purchase Contract and Exhibits thereto and such other chapges as are approved by the official executing the same, is hereby authorizsd. The Mayor and Director of Finance are hereby authorized and directed to execute the final Official Statement. The use and distribution of the aforesaid Preliminary Official Statement is hereby approved and ratified. SECTION 12. Actions of Officers and Officials. Ail actions of officers and officials of the Issuer taken in conformity with the purposes and intent of the Bond Resolution and this supplemental resolution and in furtherance of the issuance and sale of the Series 1985 Bonds are hereby approved and confirmed. The proper officers and officials of the Issuer are hereby authorized and directed to take such further actions in conformity with the purposes and intent of the Bond Resolution and this supplemental resolution and in furtherance of the issuance and sale of the Series 1985 Bonds as may be necessary or desirable. Such officers and officials of the Issuer as may be requested by Squire, Sanders & Dempsey, as bond counsel, are hereby authorized and directed to execute appropriate certificates setting forth such information relating to the Issuer and the activities and finances of the Issuer and the Series 1985 Bonds including, but not limited to, the expected use and lnvestmeat of the proceeds of the Series 1985 Bonds in order to show that such expected use and investment will not violate the provisions of Section 103(c) of the Code applicable to "arbitrage bonds.' Such certificates shall be in such form as may be requested by such bond counsel. -6- SECTI(R~13. Compliance with Open Meetiug Law. It is found and determined that all formal actions of the City Council of the Issuer concerning and relating to the adoption of the Bond Resolution and this supplemental resolution were taken in an open meeting of the City Council, and that all deliberations of the City Council and of any of its committees that resulted in those formal actions were in meetings open to the public, in compliance with all legal requirements, including Sections 286.011 and 189.005, Florida Statutes. SECTION 14. Severable. In case any section or provision of this resolution, or any covenant, agreement, stipulation, obligation, act or action, or part thereof, made, assumed, entered into or taken under this resolution, or any application thereof, is held to be illegal or invalid for any reason, or is inoperable at any time, that illegality, invalidity or inoperability shall not affect the re~ainder thereof or any other section or provision of this resolution all of which shall be construed and enforced at the time as if the illegal, invalid or inoperable portion were not contained therein. Any illegality, invalidity or lnoperability shall not affect any legal, valid and operable section, provision, covenant, agreement, stipulation, obligation, act, action, part or application, all of which shall be deemed to be effective, operative, made, assumed, entered into or taken in the manner and,to the full extent permitted by law from time to time. SECTION 15. Conflicts. All resolutions or parts thereof in conflict herewith are to the extent of such conflict superseded and repealed, SECTION 16. Effective Date. This resolution shall become effective immediately upon its adoption and enactment. PASSED ADOPTED by the City Council of the .City of Sebastian, Florida, this 25th day of September, 1985. City Clerk Mayor -7-