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40 60 RESOLUTION NO. 83-123 A RESOLUTION APPROVING THE EMPLOYMENT OF A PLACE- MENT AGENT PURSUANT TO A PLACEMENT AGREEMENT FOR THE MARKETING OF $4,000,000 VARIABLE RATE DEMAND UTILITY REVENUE BONDS (GENERAL DEVELOPMENT UTILITIES, INC. PROJECT) OF INDIAN RIVER COUNTY, FLORIDA; AUTHORIZING THE PLACEMENT A ,ENT TO SOLICIT ACCEPTANCES OF THE ISSUER'S OFFER TO SELL SUCH BONDS ON THE TERMS PROVIDED HEREIN; APPROVING USE OF A PRIVATE PLACEMENT MEMORANDUM FOR SUCH PURPOSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Indian River County, Florida (the "Issuer"), has previously authorized the issuance of not exceeding $4,020,000 Variable Rate Demand Utility Revenue Bonds (General Development Utilities, Inc. Project), the proceeds of which would be loaned to General Development Utilities, Inc. (the "Borrower"), to finance the cost of certain capital projects; and WHEREAS, the Borrower has requested that the Issuer offer to sell $4,000,000 principal amount of such bonds (the "Bonds") at negotiated sale through a placement agent on the terms and conditions hereinafter set forth; now therefore, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA: Section 1. Offer of Sale of Bonds at Negotiated Sale. The Issuer hereby finds, determines and declares that the Bonds shall be offered for sale at negotiated, private sale rather than offered by competitive bid at public sale. Such offer is in the best interest of the Issuer and will obtain the most favorable terms in the bond market for the reasons that: (1) the structure of the bond offering dictates sale to private tax-exempt bond funds dealing in short term tax-exempt securities through a private placement; and (2) such funds do not bid for bonds and do not publicly underwrite bonds. The negotiated sale of the Bonds is hereby authorized pursuant to Section 218.385, Florida Statutes. Section 2. Terms of Offer of Sale. The Issuer hereby offers to sell the Bonds at par, for delivery on December 22, 1983, at the offices of the Placement Agent named below, or at such other time and place as may be mutually agreed among the purchaser and the parties to the Private Placement Memorandum described below, upon the terms and conditions set forth in the Placement Agreement and Private Placement Memorandum attached hereto as Exhibits A and B, respectively. The Issuer hereby authorizes the employment of Citibank, N.A., at no cost or expense to the Issuer, other than from the proceeds of the Bonds, as a Placement Agent under and pursuant to the Placement Agreement for the purposes set forth in the Placement Agreement, including, but not limited to, the solicitation of acceptances of the Issuer's offer to sell the Bonds from some or all of the offerees set forth on Schedule 1 to the Placement Agreement. Section 3. Authorization of Execution and Delivery of Placement Agreement and Private Placement Memorandum. The Placement Agreement and Private Placement Memorandum, in substantially the forms attached hereto as Exhibits A and B, respec- tively, are hereby approved by the Issuer, and the proper officers of the Issuer are hereby LK L-11 /22 /8 3-218 A-1385 -1-