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Resolution 642-1988 RESOLUTION NO. 642-1988 A RESOLUTION FIXING THE DATE, DENOMINATIONS, MATURITY SCHEDULE, INTEREST RATES, INTEREST PAYMENT DATES, REDEMPTION PROVISIONS, BOND REGISTRAR AND PAYING AGENT, AND CUSTODIAL TRUSTEE FOR $5,000,000 IMPROVEMENT REVENUE BONDS, SERIES 1988A, OF MONROE COUNTY, FLORIDA; AWARDING THE BONDS AT NEGOTIATED SALE TO THE PURCHASER; APPROVING THE FORM OF THE CUSTODIAL TRUST AGREEMENT AND THE FORM AND DISSEMINATION OF THE OFFICIAL STATEMENT FOR 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"), to provide for the acquisition and construction of certain capital projects in the area of the Issuer. B. In order to take advantage of the small issuer arbitrage rebate exception under federal law, it is desirable to sell and deliver in 1988, $5,000,000 aggregate principal amount of the Bonds to be designated "Series 1988A" Bonds (the "Series 1988A Bonds"), and to issue the balance of the Bonds in 1989. C. 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. D. 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. 88089\awardres.doc/El12388 E. There is insufficient time to respond to these favorable market conditions by offering the Series 1988A Bonds for public sale. F. A negotiated sale of the Series 1988A 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 1988A 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 1988A 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 $5,000,000 aggregate principal amount of the Series 1988A Bonds at the price of $4,941,250, 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 date, denominations, maturity schedule, interest rates, interest payment dates, redemption provisions, bond registrar and paying agent, and custodial trustee for the Series 1988A Bonds; to award the Series 1988A Bonds at negotiated sale to the Purchaser; to approve the form of the custodial trust agreement and the form and dissemination of the official statement for the Series 1988A Bonds; and to authorize all other necessary action in connection with the issuance of the Series 1988A Bonds. SECTION 3. REMAINING FISCAL DETAILS FOR BONDS. The additional series designation, date, denominations, maturity schedule, interest 88089\awardres.doc/El12388 2 rates, interest payment dates and redemption provisions for the series 1988A Bonds shall be as set forth below. The series 1988A Bonds shall be designated "series 1988A" Bonds; shall be dated December 1, 1988; shall be issued as current interest paying serial bonds in the denomination of $5,000 each or any integral multiple thereof; shall bear interest at the rates per annum set forth below, payable on June 1, 1989, and semiannually thereafter on December 1 and June 1 of each year; and shall mature on December 1 in the years and amounts as follows: Interest Year Amount Rate 1998 $190,000 6.90% 1999 345,000 7.00 2000 370,000 7.10 2001 395,000 7.20 2002 420,000 7.30 2003 455,000 7.40 2004 485,000 7.45 2005 525,000 7.50 2006 560,000 7.55 2007 605,000 7.60 2008 650,000 7.60 The series 1988A Bonds or portions thereof shall, at the option of the Issuer, be redeemable 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 1988A 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, to November 30, 1998 December 1, 1998, to November 30, 1999 December 1, 1999, to November 30, 2000 December 1, 2000, and thereafter 2.0% 1.5 1.0 0.5 o SECTION 4. BOND REGISTRAR AND PAYING AGENT; CUSTODIAL TRUSTEE. The bond registrar and paying agent for the Series 1988A Bonds shall be Midlantic National Bank and Trust Co./Florida, Fort Lauderdale, Florida. The custodial trustee for the Bonds shall be Florida 88089\awardres.doc/E112388 3 National Bank/Miami, Miami, Florida, and the proposed custodial trust agreement, in substantially the form attached hereto as Exhibit A, is hereby approved. SECTION 5. AWARD OF BONDS. Series 1988A Bonds in the aggregate principal amount of $5,000,000 are hereby awarded and sold to the Purchaser at the price of $4,941,250, 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 1988A Bond a statement to the effect that payment of the principal of and interest on the Series 1988A 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 1988A Bonds. SECTION 7. RESOLUTION CHANGES REQUIRED BY COMMITMENT. Prior to the issuance of the Series 1988A Bonds, the Governing Body shall amend the Resolution as necessary to conform to the conditions set forth in the Commi tment which have been approved in the manner specified by Section 9 below. SECTION 8. OFFICIAL STATEMENT. The form and dissemination of the preliminary official statement with respect to and in connection with the marketing of the Series 1988A Bonds ar~ 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 1988A 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 9. NECESSARY ACTION. The proper officers of the Issuer are hereby designated agents of the Issuer in connection with the issuance of the Series 1988A Bonds, and are authorized and empowered, individually or collectively, to take all action and steps 88089\awardres.doc/El12388 4 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 1988A Bonds, and which are not inconsistent with this resolution and any other action relating to the Bonds. SECTION 10. DESIGNATION OF BONDS. The Series 1988A Bonds are hereby designated "qualified tax-exempt obligations" as described in section 265 of the Internal Revenue Code of 1986, as amended. SECTION 11. 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 November 22,1988. MONROE COUNTY, FLORIDA (SEAL) M~ Commissioners By ATTEST :DANBY 1.. KOLHAGE, ~lerk TO Ff'JIIM FFlCIENCY. 88089\awardres.doc/E112388 5 EXHIBIT A CUSTODIAL TRUST AGREEMENT THIS AGREEMENT is made and entered into and between Monroe County, Florida (the "Issuer"), and , 1988, by , Florida (the "Trustee"). BACKGROUND FACTS: 1. The Issuer previously authorized the issuance of not exceeding $7,500,000 Improvement Revenue Bonds, Series 1988 (the "Bonds"), by a resolution duly adopted on November 15, 1988 (the "Resolution"). 2. The Issuer by the Resolution established a Construction Fund, Revenue Fund, Sinking Fund, Bond Amortization Account and Reserve Account; provided for money to be paid into such Funds and Accounts; and set forth the purposes of such Funds and Accounts. 3. It is anticipated that the Bonds will be issued in 2 installments, the first installment on the date hereof, and the second in the year 1989. The parties to this agreement intend it to encompass both installments of the Bonds. 4. The Issuer desires that , Florida (herein the ",Trustee") , trustee, on behalf of the Issuer, for the above Revenue Fund) and Accounts. , serve as custodial Funds (except the 5. It is considered advisable and in the best interest of the Issuer and the holders of the Bonds that the terms of the trust be set forth in writing. 6. The Trustee is willing to accept appointment as trustee for the above Funds and Accounts, and the execution of this agreement has been duly authorized by the Issuer and by the Board of Directors of the Trustee. AGREEMENT: SECTION 1. Defined Terms. All defined terms in the Resolution which appear in this agreement shall have the meaning ascribed to them by the Resolution, unless the context otherwise requires. SECTION 2. Appointment of Trustee. , Florida (herein the "Trustee"), trustee to do and perform all acts required accordance with the provisions of this agreement , is hereby appointed of the Trustee in and the Resolution. SECTION 3. Funds Held bv Trustee ~ The Construction Fund, Sinking Fund, Bond Amortization Account and Reserve Account are hereby established with and shall be held by the Trustee. SECTION 4. Disposi tion of Trust Funds. The Trustee has received a certified copy of the Resolution which bears directly upon the duties of the Trustee and the manner of handling such Funds and Accounts. The Pledged Funds and proceeds of the sale of the Bonds shall be deposited, held, invested and disbursed in accordance with sections 3.01, 4.02 and 4.03 of the Resolution. The Issuer shall furnish the Trustee additional instructions, from time to time, as necessary, regarding the investment of Pledged Funds and such Bond 88089\ta.docjEl12188 proceeds, and the disbursement of money on deposit in the Construction Fund. SECTION 5. Inspection of Documents. All original requisitions, certificates and opinions, if any, received by the Trustee shall be retained in possession of the Trustee, subject at all reasonable times to inspection by the Issuer, any Bondholder and the Bond Insurer (if the outstanding Bonds are then covered by a Bond Insurance POlicy), and the agents and representatives thereof. SECTION 6. Acceptance of Trust. The Trustee accepts and agrees to execute the trust hereby created, but only upon the terms set forth in this agreement. SECTION 7. Use of Aqents or Attorneys by Trustee. The Trustee may execute any of the trusts or powers hereof and perform the duties required by it, by or through attorneys, agents or employees, and shall be entitled to advice of counsel concerning all matters of trust hereof and its duty hereunder. SECTION 8. Reliance by Trustee Upon Documents of Issuer. The Trustee shall be protected and shall incur no liability in acting or proceeding in good faith upon any resolution, notice, telegram, request, consent, statement, affidavit, certification, voucher, bond or other paper or document which it shall in good faith believe to be genuine and to have been passed or signed by the proper officers, agents or employees of the Issuer, or to have been prepared and furnished pursuant to any of the provisions of this agreement; and the Trustee shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any suchinstrum.ent.., but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statement. SECTION 9. Construction of Aqreement by Trustee. The Trustee may construe any of the provisions of this agreement insofar as the same may appear to be ambiguous or inconsistent wi th any other provisions hereof, and any construction of any such provisions thereof by the Trustee in good faith, and with the concurrence of bond counsel to the Issuer, shall be binding upon the parties hereto. SECTION 10. Resiqnation of Trustee. The Trustee may resign and be discharged of the trust created by this agreement by executing an instrument in writing resigning such trust, specifying the date when such resignation shall take effect, and filing the same with the Clerk of the Board of County Commissioners of the Issuer not less than 60 days before the date specified in such instrument when such resignation shall take effect. Such resignation shall take effect on the day specified in such instrument unless a successor trustee shall be previously appointed as provided below, in which event such resignation shall take effect immediately on the appointment of such successor trustee. SECTION 11. Removal of Trustee. Any Trustee hereunder may be removed at any time by an instrument in writing, appointing a successor to the Trustee so removed, filed'with the Trustee at least 60 days before the removal is to become effective, signed by the Clerk of the Board of County Commissioners of the Issuer. SECTION 12. Vacancy in Office of Trustee. At any time the Trustee, or any trustee subsequently appointed, shall resign, or shall be removed, or be dissolved, or if its property or affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy, or for any other reason a vacancy shall forthwith and ipso facto exist in the office of trustee, a successor shall be appointed by the Issuer. 88089\ta.doc/El12188 2 SECTION 13. Appointment of Successor Trustee. At any time the Trustee shall resign and no appointment of a successor trustee shall be made pursuant to the foregoing provisions of this agreement prior to the date specified in the notice of resignation as the date when such resignation shall take effect, the retiring Trustee shall forthwith apply to a court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notices, if any, as it may deem proper, appoint a successor trustee. SECTION 14. Transfer of Trust Estate to Successor Trustee. Any successor trustee shall execute, acknowledge and deliver to the Issuer an instrument accepting such appointment hereunder, and thereupon such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the estate, property, rights, powers, trusts, duties and obligations of its predecessors in the trust hereunder, with like effect as if originally named trustee herein. Upon request of such trustee, the trustee ceasing to act and the Issuer shall execute and deliver an instrument transferring to such successor trustee all the estates, properties, rights, powers and trusts hereunder of the trustee so ceasing to act; and the trustee so ceasing to act shall pay over to the successor trustee all money at the time held by it hereunder. SECTION 15. Consolidation or Merqer of Trustee. Notwithstanding any provision of this agreement to the contrary, any corporation into which any trustee may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which any trustee hereunder shall be a party, shall be the successor trustee under this agreement without the execution or filing of any paper or further act on the part of the parties hereto. SECTION 16. Duration of Aqreement. Upon final disbursement of all proceeds of the sale of the Bonds and Pledged Funds deposited into the Funds and Accounts specified in this agreement, all money on deposit with the Trustee shall be transferred to the Issuer, and this agreement shall terminate. SECTION 17. Modification or Amendment. No material modification or amendment of this agreement, adverse to the interests of any registered owners of the Bonds, or of any agreement amendatory hereof or supplemental hereto, may be made without the consent in writing of the registered owners of 51% or more in aggregate principal amount of all the Bonds then outstanding so affected by such modification or amendment; provided, however, that no modification or amendment shall reduce such percentage of registered owners of such Bonds, required above, for such modifications or amendments, without the consent of the registered owners of all such Bonds. If the Bonds then outstanding are insured by a Bond Insurance Policy, the consent of the Bond Insurer shall be required in lieu of the consent of the registered owners of the Bonds so insured. SECTION 18. Aqreement for Benefit of Reqistered Owners. This agreement shall be deemed to have been and is made for the benefit of the registered owners from time to time of the Bonds and shall be enforceable by any of the registered owners thereof in the manner provided in the Resolution and the laws of Florida. 88089\ta.doc/El12188 3 EXECUTION: Monroe County, Florida, has caused its seal to be hereunto affixed and attested by the Clerk of its Board of County Commissioners and these presents to be signed by its Mayor of the Board of County Commissioners; and , , Florida, has caused its corporate seal to be hereto affixed and to be signed by its Trust Officer as of the day and year first above written. MONROE COUNTY, FLORIDA (Seal) By Mayor Attest: Clerk Trustee (Corporate Seal) By Trust Officer 88089\ta.doc/El12188 4