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Resolution 032-1989 RESOLUTION NO. 032-1989 A RESOLUTION FIXING THE ADDITIONAL SERIES DESIGNATION, DENOMINATIONS, DATE, MATURITY SCHEDULE, INTEREST RATES, INTEREST PAYMENT DATES, REDEMPTION PROVISIONS AND BOND REGISTRAR AND PAYING AGENT FOR $2,265,000 IMPROVEMENT REVENUE BONDS, SERIES 1988B, OF MONROE COUNTY, FLORIDA; AWARDING THE BONDS AT NEGOTIATED SALE TO THE PURCHASER; APPROVING THE FORM AND DISSEMINATION OF THE OFFICIAL STATEMENT FOR THE BONDS; CANCELLING AUTHORIZATION FOR THE ISSUANCE OF THE BALANCE OF THE BONDS; AUTHORIZING ALL OTHER NECESSARY ACTION IN CONNECTION WITH THE ISSUANCE OF THE BONDS; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA: SECTION 1. AUTHORITY FOR RESOLUTION. This resolution is adopted pursuant to Sections 215.84 and 218.385, Florida Statutes, and other applicable provisions of law. SECTION 2. FINDINGS. It is hereby ascertained, determined and declared that: A. A resolution (the "Resolution") of the Board of County Commissioners (the "Governing Body") of Monroe County, Florida (the "Issuer"), duly adopted on November 22, 1988, authorized the issuance of not exceeding $7,500,000 Improvement Revenue Bonds, Series 1988 (the "Bonds"), $5,000,000 of which were issued December 14, 1988, as Series 1988A Bonds and $2,265,000 of which will be issued in February 1989 as Series 1988B Bonds (the "Series 1988B Bonds"), to provide for the acquisition and construction of certain capital projects in the area of the Issuer. B. Prior to adoption of this resolution, significant changes have occurred in the municipal bond market regarding interest rates on long term municipal bonds, which are favorable to the Issuer. c. Based upon all available information and advice from the staff of the Issuer, the Governing Body has determined that it is in the best interest of the Issuer to respond to these favorable market conditions without undue delay. D. There is insufficient time to respond to these favorable market conditions by offering the Series 1988B Bonds for public sale. 88089\awardl.doc/EI1689 E. The complex character of the issuance of the Series 1988B Bonds requires lengthy and detailed structuring which could be unreasonably restricted by the lack of flexibility at public sale. F. A negotiated sale of these Series 1988B Bonds will result in the most favorable bond financing plan and is in the best interest of the Issuer. G. There has been filed with the Issuer, prior to adoption of this resolution, the disclosure statement required by Section 218.385(4), Florida Statutes. H. The Issuer has received, or will receive prior to the issuance of the Series 1988B Bonds, a commitment (the "Commitment") for municipal bond insurance from Financial Guaranty Insurance Company, New York, New York (the "Insurer") and, therefore, expects to receive from Standard & Poor's Corporation, New York, New York, or Moody's Investors Service, New York, New York, prior to issuance of the Series 1988B Bonds, a bond rating in one of its 3 highest classifications. I. William R. Hough & Co., North Palm Beach, Florida (the "Purchaser"), has by written proposal, offered to purchase $2,265,000 aggregate principal amount of the Series 1988B Bonds at the price of $2,231,591.25, plus accrued interest to the date of delivery, at the interest rates set forth below. J. It is necessary and desirable at this time to fix the additional series designation, denominations, date, maturity schedule, interest rates, interest payment dates, redemption provisions and bond registrar and paying agent for the Series 1988B Bonds; to award the Series 1988B Bonds at negotiated sale to the Purchaser; to approve the form and dissemination of the official statement for the Series 1988B Bonds; to cancel authorization for the issuance of the balance of the Bonds; and to authorize all other necessary action in connection with the issuance of the Series 1988B Bonds. SECTION 3. REMAINING FISCAL DETAILS FOR BONDS. The additional series designation, denominations, date, maturity schedule, interest 88089\award1.doc/E11689 2 rates, interest payment dates and redemption provisions for the Series 1988B Bonds shall be as set forth below. The Series 1988B Bonds shall be designated "Series 1988B" Bonds; shall be issued in the denomination of $5,000 each or any integral multiple thereof; shall be dated December 1, 1988; and shall bear interest payable on June 1, 1989, and semiannually thereafter on December 1 and June 1 of each year. The Series 1988B Bonds shall be issued as serial bonds, shall bear interest at the rates per annum and shall mature on December 1 in the years and amounts as follows: Interest Interest Year Amount Rate Year Amount Rate 1989 $185,000 5.90% 1994 $250,000 6.50% 1990 195,000 6.10 1995 265,000 6.60 1991 205,000 6.20 1996 280,000 6.70 1992 220,000 6.30 1997 300,000 6.80 1993 235,000 6.40 1998 130,000 6.90 The Series 1988B Bonds or portions thereof maturing in the years 1989 to 1996, both inclusive, are not subject to redemption prior to their respective stated dates of maturity, at the option of the Issuer. The Series 1988B Bonds or portions thereof maturing in the year 1997 and thereafter shall, at the option of the Issuer, be redeemable other than by operation of the Bond Amortization Account, in whole at any time on or after December 1, 1996, or in part, in such manner determined by the Issuer, on December 1, 1996, or on any interest payment date thereafter, at a price of par and accrued interest, plus the premiums specified below, expressed as percentages of the principal amount of the Series 1988B Bonds or portions thereof to be so redeemed, if redeemed during the following periods: Redemption Period (both dates inclusive) Premium December 1, 1996, to November 30, 1997 December 1, 1997, and thereafter 2.0% 1.5 SECTION 4. BOND REGISTRAR AND PAYING AGENT. The bond registrar and paying agent for the Series 1988B Bonds shall be Midlantic National Bank and Trust CO./Florida, Fort Lauderdale, Florida. 88089\awardl.doc/EI1689 3 SECTION 5. AWARD OF BONDS. Series 1988B Bonds in the aggregate principal amount of $2,265,000 are hereby awarded and sold to the Purchaser at the price of $2,231,591.25, plus accrued interest to the date of delivery, bearing interest as stated above, and upon the remaining terms and conditions of the purchase proposal. SECTION 6. STATEMENT OF INSURANCE. There shall be printed on the back of each Series 1988B Bond a statement to the effect that payment of the principal of and interest on the Series 1988B Bonds is insured by the Insurer, and the proper officer of the Issuer is authorized and directed to pay the premium for such insurance upon the delivery of the Series 1988B Bonds. SECTION 7. OFFICIAL STATEMENT. The form and dissemination of the preliminary official statement with respect to and in connection with the marketing of the Series 1988B Bonds are hereby approved. The proper officers or agents of the Governing Body or of the Issuer are hereby authorized and directed to prepare, or cause to be prepared, the final official statement for the Series 1988B Bonds in substantially the form of the preliminary official statement, with such changes and additions as may be requested from time to time by the officers or agents of the Issuer, without further authorization from this Governing Body. SECTION 8. CANCELLATION OF BALANCE OF BONDS. The authorization for issuance of the unsold balance of the Bonds is hereby cancelled and rescinded. SECTION 9. NECESSARY ACTION. The proper officers of the Issuer are hereby designated agents of the Issuer in connection with the issuance of the Series 1988B Bonds, and are authorized and empowered, individually or collectively, to take all action and steps and to execute and deliver any and all instruments, documents or contracts on behalf of the Issuer which are required by the Resolution and/or are necessary and desirable in connection with the execution and delivery of the Series 1988B Bonds, and which are not inconsistent with this resolution and any other action relating to the Series 1988B Bonds. 88089\award1.doc/El1689 4 SECTION 10. EFFECTIVE DATE. This resolution shall take effect immediately upon its adoption. Passed and adopted by the Board of County Commissioners of Monroe County, Florida, at a regular meeting of the Board on January 17, 1989. MONROE COUNTY, FLORIDA (SEAL) ATTEST DANNY L. KOLHAGE, Clerk By //lI~~J Mayor, Board of County Commissioners ~ Clerk, Boar of Commissioners AP)'RqVED AS TO I'OIIM AND Itr~~ ~;F~ Sy )" ~ Attorney's 0Ifit:e 88089\awardl.doc/EI1689 5