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HomeMy WebLinkAbout1992-217INDIAN RIVER COUNTY, FLORIDA RESOLUTION NO. 92 - 217 A RESOLUTION SPECIFYING CERTAIN TERMS AND PROVISIONS FOR THE $7,530,000 AGGREGATE PRINCIPAL AMOUNT OF REFUNDING REVENUE BONDS, SERIES 1992, OF INDIAN RIVER COUNTY, FLORIDA; DESIGNATING EACH OF THE BONDS AS A "QUALIFIED TAX-EXEMPT OBLIGATION"; APPROVING, ACCEPTING AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT FOR THE AWARD AND SALE OF THE BONDS, AT PRIVATE SALE BY NEGOTIATION, TO THE PURCHASER THEREOF; AUTHORIZING THE PURCHASE OF MUNICIPAL BOND INSURANCE WITH RESPECT TO THE BONDS; APPOINTING A PAYING AGENT AND BOND REGISTRAR FOR THE BONDS; RATIFYING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT; AUTHORIZING THE EXECUTION AND DISTRIBUTION OF AN OFFICIAL STATEMENT IN CONNECTION WITH THE MARKETING OF THE BONDS; PROVIDING FOR THE TERMINATION OF THE SERIES 1987 BONDS RESERVE SUBACCOUNT CREATED UNDER RESOLUTION NO. 87-59; PROVIDING FOR THE RETIREMENT OF A PORTION OF THE OUTSTANDING REFUNDING AND IMPROVEMENT REVENUE BONDS, SERIES 1985, OF THE COUNTY AND THE RETIREMENT OF ALL OF THE OUTSTANDING CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 1987, OF THE COUNTY; APPROVING THE FORM OF AN ESCROW AGREEMENT IN CONNECTION WITH SAID RETIREMENTS; APPOINTING AN ESCROW AGENT; PROVIDING FOR CERTAIN OTHER MATTERS RELATING TO THE BONDS AND SAID RETIREMENTS; AUTHORIZING ALL OTHER NECESSARY, DESIRABLE AND/OR APPROPRIATE ACTIONS IN CONNECTION WITH THE SALE, ISSUANCE AND DELIVERY OF THE BONDS AND SAID RETIREMENTS AND SPECIFYING THE EFFECTIVE DATE HEREOF. WHEREAS, the Board of County Commissioners of Indian River County, Florida (the "Board" and the "County", respectively), by Resolution No. 92- 216, duly adopted on Oftw4ftwe -2,}_, 1992 (the "Resolution"), authorized the issuance of Refunding Revenue Bonds, Series 1992, of the County in an aggregate principal amount not to exceed $7,530,000 (the "Bonds"), as the third installment of the bonds originally authorized under Resolution No. 85-75 of the County, as amended and supplemented, and authorized the retirement of a portion of the outstanding Refunding and Improvement Revenue Bonds, Series 1985, of the County (the "Series 1985 Bonds") and the retirement of all of the outstanding Capital Improvement Revenue Bonds, Series 1987, of the County (the "Series 1987 Bonds"); WHEREAS, it is necessary and desirable to specify certain terms and provisions with respect to the Bonds; WHEREAS, it is desirable for the County to designate each of the Bonds as a "qualified tax-exempt obligation"; WHEREAS, the County deems it in its long term best interest that the Bonds be sold at this time at private sale by negotiation; WHEREAS, William R. Hough & Co. (the "Purchaser"), has offered to purchase the Bonds on the terms and conditions hereinafter described; WHEREAS, the County desires to purchase municipal bond insurance in connection with the Bonds; WHEREAS, the County desires to appoint a Paying Agent and Bond Registrar for the Bonds, to ratify the distribution of a Preliminary Official Statement and to authorize the execution and distribution of an Official Statement; WHEREAS, the County desires to provide for the retirement of the Series 1985 Bonds and Series 1987 Bonds to be retired; WHEREAS, the County desires to approve the form of the Escrow Agreement and to appoint an Escrow Agent in connection with said retirements; and WHEREAS, the County desires to provide for certain other matters in connection with the foregoing. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA: SECTION 1. The Bonds shall be in the aggregate principal amount of $7,530,000, shall be dated as of December 1, 1992, shall be in fully registered form, shall be in denominations of $5,000 or any integral multiple thereof, shall bear interest payable semiannually, on March 1 and September 1 of each year, commencing March 1, 1993, until the principal amount thereof is paid, by check mailed by the Paying Agent to the Registered Owners thereof at their addresses as the same appear on the registration books kept by the Bond Registrar on behalf of the County at 5:00 p.m. local time at the location of the Bond Registrar on the fifteenth (15th) day of the month immediately preceding the applicable interest payment date, at the interest rates per annum set forth in the Bond Purchase Agreement (hereinafter defined), shall mature on September 1 of the years and in the principal amounts set forth in the Bond Purchase Agreement. The Bonds shall not be subject to optional or mandatory redemption prior to maturity. At the option of the Registered Owner of $1,000,000 or more in aggregate principal amount of Bonds, interest shall be payable by wire transfer pursuant to written instructions from such Registered Owner. SECTION 2. The County has determined that it does not reasonably expect to issue tax-exempt obligations that, together with all tax-exempt obligations reasonably expected to be issued by all entities that issue obligations on behalf of the County and all "subordinate entities" (within the meaning of Section 265(b)(3)(E) of the Internal Revenue Code of 1986, as amended (the "Code")) of the County, in the aggregate, will not exceed Ten Million Dollars ($10,000,000) during the 1992 calendar year and, accordingly, hereby designates each of the Bonds as a "qualified tax-exempt obligation", as defined in Section 265(b)(3)(B) of the Code, for the purposes and effect contemplated by Section 265 of the Code. SECTION 3. It is hereby found, ascertained, determined and declared by the Board that a negotiated sale of the Bonds is in the long term best interest of the County. SECTION 4. In compliance with Subsection 218.385(4), Florida Statutes, as amended, the Purchaser has provided to the County, prior to the adoption of this 3 Resolution, a disclosure statement containing the information required by paragraphs (a) through (g) of said Subsection 218.385(4). Said disclosure statement is attached to the Bond Purchase Agreement. SECTION 5. The Bonds are hereby awarded and sold to the Purchaser at a total price of $7,425,774.20 (the aggregate principal amount less original issue discount of $39,994.90 and underwriter's discount of $64,230.90) plus accrued interest from December 1, 1992 to the date of delivery thereof. The Contract of Purchase dated November 24, 1992 by and between the Purchaser and the County, in the form attached hereto (the "Bond Purchase Agreement"), is hereby approved and accepted and the proper officers of the County are authorized and directed to execute the acceptance thereof in the space provided therefor on the Bond Purchase Agreement. SECTION 6. The purchase of municipal bond insurance with respect to the Bonds from Municipal Bond Investors Assurance Corporation is hereby authorized and directed. The Chairman, the Vice Chairman and the Clerk of the Board and the proper officers of the County are each hereby authorized and directed to take all actions on behalf of the County as may be necessary, desirable and/or appropriate in connection with such insurance, including without limitation the payment of the premium therefor. SECTION 7. NationsBank of Florida, N. A., Fort Lauderdale, Florida, is hereby appointed Paying Agent and Bond Registrar for the Bonds. SECTION 8. The Preliminary Official Statement with respect to the Bonds, a copy of which is attached to the Bond Purchase Agreement (the "Preliminary Official Statement"), is hereby approved and ratified by the County, and the County hereby approves and ratifies the use by the Purchaser of the Preliminary Official Statement in connection with the sale and public re -offering of the 4 e Y^ Bonds. The Official Statement with respect to the Bonds, in substantially the form of the Preliminary Official Statement, with such omissions, insertions and variations as may be necessary and/or desirable and approved by the Chairman or Vice Chairman of the Board prior to the execution thereof (the "Official Statement"), is hereby approved by the County and the Chairman or the Vice Chairman and the proper officers of the County are hereby authorized and directed to execute the Official Statement and to deliver the same to the Purchaser for use by it in connection with the sale and distribution of the Bonds, the necessity and/or desirability and approval of any such omissions, insertions and variations shall be conclusively presumed by such execution and delivery. SECTION 9. The Chairman and Clerk of the Board are hereby authorized and directed to execute the Bonds, when prepared, by manual or facsimile signatures, and to deliver the same to the Purchaser upon payment of the purchase price without further authority from the Board. SECTION 10. Upon the issuance and delivery of the Bonds, the Series 1987 Bonds Reserve Subaccount in the Reserve Account under the Master Bond Resolution, as defined in the Resolution, shall terminate, however, all moneys therein shall continue to be a part of said Reserve Account until specifically transferred or allocated otherwise. Said Series 1987 Bonds Reserve Subaccount was heretofore created under Resolution No. 87-59 of the County in connection with the authorization of the Series 1987 Bonds, all of which are to be retired. SECTION 11. The County shall provide for the retirement of the Series 1985 Bonds and the Series 1987 Bonds to be retired by depositing with the Escrow Agent (hereafter appointed) under the Escrow Agreement (hereinafter defined) the following amounts from the following sources: (a) the amount of $228,468.13 from the Sinking Fund under the Master Bond Resolution, as defined in the Resolution; 5 (b) the amount of $55,473.75 from the Reserve Account under the Master Bond Resolution, as defined in the Resolution; and (c) the amount of $7,295,055.29 from the proceeds of the sale of the Bonds; provided, however, each said amount shall be subject to adjustment to conform to the escrow requirements set forth in the verified refunding report to be delivered at the closing on the sale of the Bonds. Said amounts, together with the interest to be earned thereon when invested as provided in the Escrow Agreement, shall be sufficient to provide for the timely payment of the Series 1985 Bonds and the Series 1987 Bonds to be retired in the manner and at the times provided in the Escrow Agreement. SECTION 12. The County shall enter into an Escrow Agreement (the "Escrow Agreement") with NationsBank of Florida, N.A., Fort Lauderdale, Florida (the "Escrow Agent"), who is hereby appointed, under the terms and provisions of which the Escrow Agent shall hold, invest and apply money deposited with the Escrow Agent for the timely payment of the Series 1985 Bonds and the Series 1987 Bonds to be retired in the manner and at the times provided in the Escrow Agreement. SECTION 13. The Escrow Agreement shall be in substantially in the form attached hereto with such additions, deletions and changes as may be necessary and/or desirable and approved by the Chairman or Vice Chairman of the Board prior to the execution thereof, the necessity and/or desirability and approval of any such additions, deletions and changes shall be conclusively presumed by the execution thereof by the Chairman or Vice Chairman. SECTION 14. The Chairman or Vice Chairman and the Clerk of the Board are authorized and directed to execute and deliver the Escrow Agreement on behalf of the County. SECTION 15. The Chairman, the Vice Chairman and the Clerk of the Board 6 and the proper. officers of the County are each hereby authorized to take all other actions on behalf of the County as may be necessary, desirable and/or appropriate in connection herewith and with the sale, issuance and delivery of the Bonds and the retirement of the Series 1985 Bonds and Series 1987 Bonds to be retired, including without limitation to execute and deliver any and all documents and instruments on behalf of the County. SECTION 16. This Resolution shall take effect immediately upon its adoption. The foregoing resolution was offered by Commissioner Bird _ who moved for its adoption. The motion was seconded by Commissioner Adams and, upon being put to a vote, the vote was as follows: Chairman Carolyn K. Eggert Aye Vice Chairman Richard N. Bird Aye Commissioner Fran B. Adams Commissioner Kenneth R. Macht Ve-- Commissioner John W. Tippin yH e The Chairman thereupon declared the Resolution duly passed and adopted this _Z4_ day of November , 1992. BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUN� FLORIDA (SEAL) By: Caro fII�Rjger Jeff est Be n, Cly rk�� N APPROVED AS TO FORM AND L SAL U .ICIENCY Charles P. Vitunac County Attorney 7