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HomeMy WebLinkAboutResolution_06-84/85_02/26/1985 RESOLUTION NO. 6 -8 4/85 A RESOLUTION AMENDING RESOLUTION NO. 2 -84/85 AND AWARDING WATER REFUNDING REVENUE BONDS, SERIES 1985, OF THE VILLAGE OF TEQUESTA, FLORIDA; AUTHORIZING EXECUTION AND DELIVERY OF A BOND PURCHASE CONTRACT FOR SUCH BONDS; FIXING THE DATE, DENOMINATIONS, MATURITIES, INTEREST RATES, INTEREST PAYMENT DATES, AND REDEMPTION PROVISIONS WITH RESPECT TO SUCH BONDS; AUTHORIZING USE OF AN OFFICIAL STATEMENT IN CONNECTION WITH THE MARKETING OF SUCH BONDS AND OTHER ACTION IN CONNECTION WITH THE DELIVERY OF SUCH BONDS; DESIGNATING A PAYING AGENT AND REGISTRAR; CANCELLING AUTHORIZATION FOR ISSUANCE OF UNISSUED BONDS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Village of Tequesta, Florida (the "Issuer "), has by Resolution No. 2 -84/85 (the "Bond Resolution ") duly adopted on October 23, 1984, previously authorized the issuance of not exceeding $4,000,000 Water Refunding Revenue Bonds, Series 1985 (the "Bonds ") of the Issuer; and WHEREAS, the Issuer hereby finds that the timing, size and complexity of the financing and the present volatility of the municipal bond market require that its terms be negotiated at private sale rather than offered by competitive bid at public sale in order to assure the most favorable terms in the bond market and, therefore, has determined to sell such Bonds (the "Bonds ") at private, negotiated sale; and WHEREAS, the Issuer has received a Bond Purchase Contract dated February 26, 1985 (the "Bond Purchase Contract ") from William R. Hough & Co. (the "Underwirter "), attached hereto as Exhibit A and made a part hereof, the acceptance of which the Issuer determines to be in its best interest; and WHEREAS, the Issuer desires to approve and authorize use of the Official Statement in connection with the marketing of the Bonds and to authorize the taking of all other necessary action in connection with the delivery of the Bonds and to amend the Bond Resolution as herein provided; now therefore, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF TEQUESTA, FLORIDA: Section 1. Award of Bonds. The Issuer hereby finds, determines and declares that the timing and size of the issue and complexity of the financing plan for the Bonds, and current rapidly changing bond market conditions require that the bond issue be negotiated at private sale rather than offered by competitive bid at public sale in order to assure the necessary flexibility to change the maturities, redemption features and interest rates necessary to obtain the most favorable terms in the bond market. The negotiated sale of the principal amount of Bonds stated in the Bond Purchase Contract is hereby authorized pursuant to Section 218.385, Florida Statutes. The offer in the form of the Bond Purchase Contract is hereby accepted and such principal amount of Bonds are hereby awarded and sold to the Underwriter at the purchase price and upon the terms and conditions set forth in the Bond Purchase Contract. The Issuer acknowledges receipt of the information required by Section 218.385, Florida Statutes, in connection with negotiated sale of bonds. A copy of the Underwriter's letter containing the required information is attached to the Bond Purchase Contract as Exhibit "B ". Section 2. Description of Bonds. The Bonds shall be issued in fully registered form, shall be dated January 1, 1985, shall be in the denomination of $5,000 each or any integral multiple thereof and numbered consecutively from one upward, shall mature and shall bear interest, all as set forth in the Bond Purchase Contract. Interest on the Bonds shall be payable on October 1, 1985 and semiannually thereafter on April 1 and October 1 of each year. Section 3. Redemption Provisions. The Bonds shall not be subject to redemption prior to maturity. Section 4. Approval of Official Statement for Bonds. The use of the Official Statement relating to the Bonds, in substantially the form attached to the Bond Purchase Contract as Exhibit C with such revisions as are consistent with the Bond Purchase Contract and as shall hereafter be approved - 2 - by the Mayor and Village Manager of the Issuer, such approval to be evidenced by their execution thereof, is hereby authorized and approved in connection with marketing of the Bonds, and the proper officers of the Issuer are hereby authorized to execute the Official Statement and to deliver same to the Underwriter. Section 5. Execution of Bond Purchase Contract and Authorization of all Other Necessary Action. The proper officers of the Issuer are hereby authorized and directed to execute and deliver the Bond Purchase Contract and to execute the Bonds when prepared and deliver the same to the Underwriter upon payment of the purchase price pursuant to the conditions stated in the Bond Purchase Contract. The Mayor, Village Manager, Village Clerk and Attorney for the Issuer are each 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 including, without limitation, execution and delivery of any escrow agreements, sale and purchase of investments, and publication of notice of redemption of any Refunded Bonds. Section 6. Designation of Paying Agent and Registrar. Barnett Banks Trust Company, N.A., Jacksonville, Florida, is hereby designated and approved as paying agent and registrar for the Bonds. Section 7. The authorized but unissued portion of the Bonds are hereby cancelled and shall not be issued. The Bonds hereby sold shall be redesignated "Series 1985 ", and all references to the 1984 Bonds in the Bond Resolution shall be deemed references to the 1985 Bonds. - 3 - Section 8. Bond Resolution Amended. The definition of "Bond Service Requirement" in Section 2 of the Bond Resolution, and the first paragraph of Section 16B.(3), of the Bond Resolution, are amended to read as follows: 1. "'Bond Service Requirement' for any Fiscal Year, as applied to the Bonds of any series, shall mean the sum of: (1) the amount required to pay the interest becoming due on the Bonds of such series during the Fiscal Year, except to the extent that such interest shall have been provided by payments into the Sinking Fund out of bond proceeds for a specific period of time and except for earnings on investments purchased from Jacksonville National Bank, Jacksonville, Florida, pursuant to a Securities Purchase Agreement entered into in 1978; (2) the amount required to pay the principal of Serial Bonds of such series maturing in such Fiscal Year; and (3) the Amortization Installments for the maturities of Term Bonds of such series for such Fiscal Year and the amounts required to purchase investments from Jacksonville National Bank, Jacksonville, Florida, pursuant to a Securities Purchase Agreement entered into in 1978. In the event the Issuer has purchased or entered into an agreement to purchase Federal Securities or Authorized Investments from moneys in the Bond Amortization Account, then the income received or to be received on such Federal Securities or Authorized Investments from the date of acquisition thereof to the date of maturity thereof, unless otherwise designated for other purposes, shall be taken into consideration in calculating the payments which will be required to be made into the Sinking Fund and the Bond Amortization Account therein. Whenever such income is applied in calculating a Bond Service Requirement for any purpose, such income shall also be excluded in the computation of Gross Revenues for such purpose." - 4 - 2 . " (3 ) flon.eys r ,iaaining in the Revenue Fund shall next be applied by the Issuer to maintain a Reserve Account, which Reserve Account is hereby created and established, in a sum equal to and sufficient to pay the Maximum Bond Service Requirement on all outstanding Bonds becoming due in any ensuing Fiscal Year, all of a portion of which such sum may be initially provided from the proceeds of the sale of the Bonds and /or other moneys of the Issuer. The Issuer shall thereafter deposit into said Reserve Account an amount equal to one - twelfth (1/12) of twenty per cent (20o) of the difference between the amount, if any, so deposited upon the delivery of the Bonds and the amount of the Maximum Bond Service Requirement on all outstanding Bonds becoming due in any ensuing Fiscal Year; provided, that as to the 1985 Bonds, all of such difference shall be deposited on or prior to October 1, 1985. No further payments shall be required to be made into such Reserve Account when there has been deposited therein and as long as there shall remain on deposit therein a sum equal to the Maximum Bond Service Requirement on all outstanding Bonds becoming due in any ensuing Fiscal Year." Section 9. Effective Date. This resolution shall take effect immediately upon its adoption. THE FOREGOING RESOLUTION was offered by Councilmember W. Harvey Mapes, Jr. , who moved its adoption. The Resolution was seconded by Councilmember Lee M. Brown and upon being put to a vote, the vote was as follows: FOR ADOPTION AGAINST ADOPTION Lee M. B rown W. Harvey Mapes, Jr. Arthur R. Murphy Carlton D. Stoddard William E. Wagar The Mayor thereupon declared the Resolution duly passed and adopted this 26 day of February, A.D., 1985. MAY OF TEQUES�TA Carlton D. Stoddard At est: Cyre e Colbert, Village Clerk - 5 -