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HomeMy WebLinkAbout2003-080RESOLUTION 2003-080 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA AUTHORIZING THE NEGOTIATED SALE OF NOT TO EXCEED $7,500,000 INDIAN RIVER COUNTY, FLORIDA RECREATIONAL REVENUE REFUNDING BONDS, SERIES 2003; AWARDING THE SALE THEREOF TO WILLIAM R. HOUGH & CO., SUBJECT TO THE TERMS AND CONDITIONS OF A BOND PURCHASE AGREEMENT; DELEGATING TO THE CHAIRMAN OR VICE CHAIRMAN OR THE COUNTY ADMINISTRATOR THE AUTHORITY TO EXECUTE THE BOND PURCHASE AGREEMENT; AUTHORIZING THE EXECUTION AND DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND OFFICIAL STATEMENT IN CONNECTION WITH THE DELIVERY OF THE BONDS; APPOINTING A REGISTRAR AND PAYING AGENT, AND FINANCIAL ADVISOR; AUTHORIZING THE PURCHASE OF BOND INSURANCE AND AUTHORIZING THE TERMS OF THE INSURANCE COMMITMENT; PROVIDING CERTAIN OTHER MATTERS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Indian River County, Florida (the "Issuer"), has by Resolution No. 2003-k75 adopted by the Board of County Commissioners of the Issuer on July 8, 2003 (the "Authorizing Resolution") authorized the issuance of not to exceed $7,500,000 Indian River County, Florida Recreational Revenue Refunding Bonds, Series 2003 (the "Bonds") payable from certain Pledged Funds (as defined in the Authorizing Resolution); WHEREAS, the Issuer expects to receive an offer from William R. Hough & Co. (the "Underwriter") to purchase the Bonds subject to the terms and conditions set forth in the bond purchase agreement (the "Purchase Agreement"), the form of which is attached hereto as Exhibit "A"; and WHEREAS, due to the present instability in the market for revenue obligations the interest on which is excluded from federal gross income and the critical importance of the timing of the sale of the Bonds, it is hereby determined that it is in the best interest of the public and the Issuer to sell the Bonds at a negotiated sale; and WHEREAS, the Issuer now desires to sell its Bonds pursuant to the Purchase Agreement and in furtherance thereof to appoint a Registrar and Paying Agent, and a Financial Advisor; authorize the purchase of a municipal bond insurance policy and authorize distribution of a Preliminary Official Statement and an Official Statement in connection with the issuance of the Bonds; WHEREAS, the Issuer will be provided all applicable disclosure information required by 1 Section 218.385, Florida Statutes, a copy of which is to be attached as an exhibit to the Purchase Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA: SECTION 1. The issuance of not to exceed $7,500,000 of Indian River County, Florida Recreational Revenue Refunding Bonds, Series 2003 by the Issuer is hereby approved upon the terms and conditions set forth in the Authorizing Resolution as supplemented by this Resolution. All capitalized terms not otherwise defined herein shall have such meaning as is assigned to such term in the Authorizing Resolution. The County Administrator shall cause the Refunded Bonds to be called for redemption on September 2, 2003. SECTION 2. Due to the willingness of the Underwriter to purchase the Bonds at favorable interest costs and the importance of timing in the marketing of such obligations, it is hereby determined that (i) it is in the best interest of the public and the Issuer to sell the Bonds at a negotiated sale, and (ii) such sale to the Underwriter pursuant to the terms and conditions contained in the Purchase Agreement and herein is hereby authorized and approved, subject to full satisfaction of the conditions set forth in this Section. The Purchase Agreement in the form of Exhibit A hereto is hereby approved, provided however, such Purchase Agreement shall not be executed by the Chairman, the Vice Chairman or the County Administrator until such time as all of the following conditions have been satisfied: (A) The County Administrator is hereby authorized to receive the offer to purchase the Bonds by the Underwriter substantially in the form of the Purchase Agreement. The Chairman or Vice Chairman of the Board of County Commissioners or County Administrator are hereby authorized to execute such Purchase Agreement in substantially the form attached as Exhibit "A," with the approval of the County Attorney as to form and legal sufficiency, with such additional changes, insertions and omissions therein as do not change the substance thereof and as may be approved by the said officers of the Issuer executing the same, such execution to be conclusive evidence of such approval. The Chairman or Vice Chairman of the Board of County Commissioners or the County Administrator is hereby authorized to award the sale of the Bonds upon the County Administrator's determination that the offer submitted by the Underwriter for the purchase of all of the Bonds is within all of the following parameters: (i) the issuance of not exceeding $7,500,000 aggregate principal amount of Bonds, (ii) an underwriting discount (excluding original issue discount) not in excess of $5.00 per $1,000 of the principal amount of the Bonds, (iii) the final maturity of the Bonds not later than September 1, 2016, (iv) the net interest cost on the Bonds not greater than 3.80%, and (v) a net present value savings in refunding the Refunded Bonds not less than 6.0% of the par amount of such Refunded Bonds. (B) The Bonds shall be dated, shall bear interest payable at the times, shall mature and shall be subject to redemption as provided in the Purchase Agreement. The use of the proceeds of the Bonds, shall be as provided herein and in the Official Statement relating to the Bonds. 2 (C) Receipt by the Chairman, Vice Chairman or the County Administrator from the Underwriter of a disclosure statement and truth -in -bonding information complying with Section 218.385, Florida Statutes. (D) The proceeds of the sale of the Bonds shall be deposited by the Issuer on the date of issuance of the Bonds with the Refunded Bonds Paying Agent, together with other funds of the Issuer which are sufficient to redeem, in full, the Refunded Bonds on September 3, 2003, and proceeds of the Bonds in excess of this amount shall be used by the Issuer to pay the premium for the Financial Guaranty Insurance Policy and the debt service reserve fund policy authorized in Section 6 hereof, and to pay costs of issuing the Bonds. SECTION 3. The County Administrator is authorized and directed to cause a Preliminary Official Statement to be prepared in substantially the form attached hereto as Exhibit "B", with such changes, insertions and omissions as shall be approved by the County Administrator and to furnish a copy of such Preliminary Official Statement to the Underwriter. The County Administrator is authorized to deem final the Preliminary Official Statement prepared pursuant to this Section for purposes of Rule 15c2-12 (the "Rule") of the Securities and Exchange Commission. Upon the award of the 2003 Bonds to the Underwriter, the Issuer shall also make available a reasonable number of copies of the Official Statement to the Underwriter, who may mail such Official Statements to prospective purchasers at the Underwriter's expense. SECTION 4. U.S. Bank National Association, Ft. Lauderdale, Florida (the "Registrar and Paying Agent") is hereby appointed to serve as Registrar and Paying Agent for the Bonds. The Registrar and Paying Agent shall act as Agent for the Issuer and shall pay principal and interest of the Bonds in accordance with the Authorizing Resolution, this Resolution and in accordance with the laws of the State of Florida and the United States. SECTION 5. The Issuer hereby appoints First Southwest Company, Orlando, Florida as its financial advisor in connection with the Bonds, and such financial advisor is hereby authorized and directed to work with the Issuer's staff and Bond Counsel in reviewing the proposed Bond for this issue and the financial feasibility thereof SECTION 6. Insurance to insure the holder of any Bond the scheduled payment of principal and interest on behalf of the Issuer is hereby authorized to be purchased from Ambac Assurance Corporation ("AMBAC") in accordance with the commitment for insurance attached hereto as Exhibit "C", and payment for such insurance is hereby authorized from Bond proceeds. A statement of insurance is hereby authorized to be printed on or attached to the Bonds for the benefit and information of the Bondholders. For so long as the Financial Guaranty Insurance Policy is applicable to the Bonds, the additional provisions set forth on Exhibit "C" attached hereto shall be applicable to the Bonds. The Issuer hereby covenants and agrees for the benefit of AMBAC and the holders of the Bonds while the Financial Guaranty Insurance Policy insuring the Bonds is in full force and effect, to provide AMBAC with copies of any notices to be given to anypartypursuant to the Authorizing Resolution, 3 and to provide prior notice to AMBAC of any amendments to either the Authorizing Resolution or this Resolution. The purchase of a debt service reserve fund surety policy (the "Reserve Surety") from AMBAC is in the best interest of the Issuer. The Issuer hereby accepts the terms, conditions and agreements relating to the Reserve Surety in accordance with the Commitment for Reserve Surety as attached hereto as Exhibit "D" and incorporated herein. The Chairman, Vice Chairman or County Administrator are authorized to execute and the Clerk is authorized to attest upon the approval thereof as to form and legal sufficiency by the County Attorney, a financial guaranty agreement or similar agreement as required by the commitment set forth on Exhibit "E" hereto, with such changes, insertions and omissions as may be approved by such officers. In the event the Issuer is required to utilize any funds on deposit in the Reserve Account for the Bonds, the funds on deposit therein shall be used prior to making a draw under the Reserve Surety, and in the event the Issuer subsequently replaces the funds on deposit in the Reserve Account with another surety or similar policy, then such other surety or reserve policy shall be drawn upon prior to drawing upon the Reserve Surety. In the event the Reserve Surety is drawn upon, the Issuer shall use any available Pledged Funds to reimburse Ambac for the amount of draws thereunder, all in accordance with the financial guaranty agreement hereinabove approved. SECTION 7. Section 15 of the Authorizing Resolution is hereby amended to read as follows: SECTION 15. SECURITY FOR AND CERTAIN COVENANTS AND PROVISIONS WITH RESPECT TO THE BONDS. The payment of the principal of, premium, if any, and interest on the Bonds shall be secured forthwith equally and ratably by a pledge of and first lien upon the Pledged Funds. The County does hereby irrevocably pledge the Pledged Funds. The County shall be obligated to take all lawful action necessary or required to continue to be entitled to receive the Half -Cent Sales Tax. In each Fiscal Year that portion of the Half -Cent Sales Tax constituting Pledged Funds, and the Racetrack and Jai Alai Fronton Funds shall be used (i) to pay the principal of, premium, if any, and interest on the Bonds in such Fiscal Year to the extent that amounts in the Sinking Fund (other than in the Reserve Account) are insufficient to make such payments, and (ii), to reimburse the provider of the Reserve Surety for any draws on the Reserve Surety to the extent the funds on deposit in the Revenue Fund are insufficient therefore. To the extent that the Half -Cent Sales Tax and the Racetrack and Jai Alai Fronton Funds received by the County in any Fiscal Year are not required for the payment of the principal of, premium, if any, and interest on the Bonds in such Fiscal Year or to reimburse the provider of the Reserve Surety for any draws on the Reserve Surety in such Fiscal Year, they may be used by the County for any lawful purpose. The Half -Cent Sales Tax and the Racetrack and Jai Alai Fronton Funds liened and pledged hereunder may be invested and reinvested only in Authorized Investments maturing not later than the date on which the same will be needed for the purposes therefor. Any and all income received by the 4 County from such investments may be used by the County for any lawful purpose. The foregoing covenants and provisions shall be no longer in effect when no Bonds are outstanding or when all of the Bonds have been defeased pursuant to Section 26. Nothing in this Resolution shall constitute or be construed to constitute a conveyance or mortgage of the Recreational Facilities. SECTION 8. Section 16 (L) of the Authorizing Resolution is hereby amended to read as follows: L. ADDITIONAL PARITY BONDS. No Additional Parity Bonds, payable on a parity from the Pledged Funds with the Bonds, may be issued hereunder, except for the purpose of refunding outstanding Bonds, but no refunding may be undertaken in accordance with this provision if it shall result in an increase in the maximum amount of principal and interest on all outstanding Bonds becoming due in any ensuing Fiscal Year. Each resolution authorizing the issuance of Additional Parity Bonds shall recite that all of the covenants herein contained will be applicable to such Additional Parity Bonds. Additional Parity Bonds may not be issued hereunder at any time while the County is in default in performing any of the covenants and obligations assumed hereunder, or all payments herein required to have been made into the accounts and funds, as provided hereunder, have not been made to the full extent required. The County covenants for the benefit of the Registered Owners of the Bonds issued and outstanding hereunder that the County shall, at the time of issuance of any Additional Parity Bonds, make a deposit to the Reserve Account in the Sinking Fund created hereunder so that the Reserve Account shall have a value of cash and investments at such time equal to the Reserve Account Requirement (giving effect to the Additional Parity Bonds and the retirement of any Bonds being refunded with proceeds of the Additional Parity Bonds), unless at such time all or a portion of the Series 2003 Bonds are outstanding and the Bond Insurer for the Series 2003 Bonds shall agree otherwise. Provided, however, in no event shall such deposit be required to exceed an amount equal to the maximum amount which if deposited from the proceeds of the Additional Parity Bonds would not adversely affect the exclusion of the interest on the Additional Parity Bonds from the gross income of the Registered Owners thereof for purposes of federal income taxation. SECTION 8. The Issuer hereby covenants and agrees that, in order to provide for compliance by the Issuer with the secondary market disclosure requirements of the Rule, that it will comply with and carry out all of the provisions of that certain Continuing Disclosure Certificate in substantially the form attached hereto as Exhibit "F", to be executed by the Issuer and dated the date of issuance and delivery of the Bonds, as it maybe amended from time to time in accordance with the terms thereof (the "Continuing Disclosure Certificate"). Notwithstanding any other provision of this Resolution, failure of the Issuer to comply with such Continuing Disclosure Certificate shall not be considered an event of default; however, any Bondholder may take such actions as may be 5 necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer to comply with its obligations under this Section. SECTION 9. The Chairman or Vice -Chairman, the County Administrator, the County Attorney, the Clerk and any other proper officials of the County are hereby authorized to do all acts and things required of them by this Resolution, the Authorizing Resolution, the Purchase Agreement or that may otherwise be desirable or consistent with accomplishing the full, punctual and complete performance of all the terms, covenants and agreements contained in any of the foregoing and the County is hereby authorized and directed to execute and deliver any and all papers and instruments and to cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated thereby. SECTION 10. All prior resolutions or other actions of the Issuer inconsistent with the provisions of this Resolution are hereby modified, supplemented and amended to conform with the provisions herein contained and except as otherwise modified, supplemented and amended hereby shall remain in full force and effect. SECTION 11. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, THIS 22nd DAY OF Jul y , 2003. (SEAL) INDIAN RIVER COUNTY, FLORIDA Attest: Clerk Appr,,ved alto form and ( :al suffitieiicy . /r ...4trAyAdiAgArozifr ounty A torney %/ r 6