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HomeMy WebLinkAbout1983-12340 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- a authorized and directed to execute and deliver them to the other parties thereto. The use of the Private Placement Memorandum by the Placement Agent i:, connection with solicitation of acceptances of the Issuer's offer to sell the Bonds is authorized. Section 4. Execution of Bonds and Authorization of all Other Necessary Action. The proper officers of the Issuer are hereby authorized and directed to execute the Bonds when prepared and to deliver the same to the Trustee for authentication and delivery to,the purchasers upon payment of the purchase price pursuant to the conditions stated in the Trust Indenture and the terms of ftoffer to sell herein contained. Such officers, the Attorney to the Issuer, and Livermore Klein be Lott, P.A., bond counsel, are designated agents of the Issuer in connection with the issuance and delivery of the Bonds, and are authorized and empowered, collectively or individually, to take all action and steps to execute and deliver any and all instruments, documents or contracts on behalf of the Issuer which are necessary or desirable in connection with the execution and delivery of the Bonds and which are not inconsistent with the terms and provisions of this resolution and other actions relating to the Bonds heretofore taken by the Issuer. Section 5. Severability of Invalid Provisions. If any one or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provisions of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereof or of the Bonds issued hereunder. Section 6. Repealing Clause. All resolutions or parts thereof of the Issuer in conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. Section 7. Effective Date. This instrument shall take effect immediately upon its adoption. The foregoing resolution was offered by Cammissioner Scurlock who moved its adoption. The motion was seconded by Commissioner Bowman and, upon being put to a vote, the vote was as follows: Chairman Richard N. Bird Aye Vice -Chairman Don C. Scurlock, Jr. Aye Commissioner Margaret C. Bowman Aye Cmnissioner Patrick B. Lyons Aye Commissioner William C. Wodtke, Jr. Aye The Chairman thereupon declared this 7th day of December 1983. , rw BRAND County Attomey the resolution duly passed and adopted BOARD OF COUNTY CF14r1ISSIONERS '. OF INDIAN RIIV# COUNTY, FWRJDA' RI N. BIRD Chairman 1 Attest :14tc, FRMA %MGM, Cl r -2- STATE OF FLORIDA COUNTY OF INDIAN RIVER 1, FrPrin Wright , Clerk of the Board of County Commissioners of Indian River County, Florida, do hereby certify that the above and foregoing is a true and correct copy of a resolution as the same was duly adopted and passed at a Regular Meeting of the Board of County Commissioners on the - 7th day of aecerp4er , 1983, and as the same appears on record in my office. IN WITNESS WHEREOF, I hereunto set my hand this 19th day of Deremher i 1983. By Clerk, Board of Couritry .,�..• Commissioners I,KL-11/22/83-218A-1385 -3-