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Resolution 003-1993 \ \ ''\ RESOLUTION NO. 003 -1993 A RESOLUTION FIXING THE DATE, MATURITY SCHEDULE, INTEREST RATES, INTEREST PAYMENT DATES, REDEMPTION PROVISIONS AND BOND REGISTRAR, PAYING AGENT, ESCROW HOLDER AND CUSTODIAL TRUSTEE WITH RESPECT TO $1,185,000 REFUNDING IMPROVEMENT REVENUE BONDS, SERIES 1993, OF MONROE COUNTY, FLORIDA; AWARDING THE BONDS AT NEGOTIATED SALE TO THE PURCHAS~; APPROVING THE FORM AND DISSEMINATION OF ~E 0 OFFICIAL STATEMENT FOR THE BONDS; APPROV~G ~ THE FORM OF ESCROW DEPOSIT AGREEMENT;~~ CANCELLING AUTHORIZATION FOR THE ISSUANCE ~ r THE BALANCE OF THE BONDS; AUTHORIZING A5LS~ OTHER NECESSARY ACTION IN CONNECTION WITH T~~ 0 ~ ISSUANCE OF THE BONDS; AND PROVIDING ~~~ EFFECTIVE DATE. r:-' ~ (.0 (') rn ~ - ..... c --; r...:> BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA: .. to U) -'q _...~. .." rn 171 OJ C) ""--1 W (::' ~ ;:rJ rn o o :"XJ Cl 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. determined and declared that: It is hereby ascertained, A. A resolution (the "Resolution") of the Board of County Commissioners (the "Governing Body") of Monroe County, Florida (the "Issuer"), duly adopted on January 13, 1993, authorized the issuance of not exceeding $2,500,000 Refunding Improvement Revenue Bonds, Series 1993 (the "Bonds"), to provide for the advance refunding of certain outstanding obligations of the Issuer. B. Prior to changes have occurred interest rates on long to the Issuer. adoption of this resolution, significant in the municipal bond market regarding term municipal bonds, which are favorable 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 favorable market conditions by offering the sale. respond to these Bonds for public E. The complex requires lengthy and unreasonably restricted sale. character detailed by the of the issuance of the Bonds structuring which could be lack of flexibility at public F. A negotiated sale of these 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 a commitment (the "Commitment") for municipal bond insurance from AMBAC Indemnity Corporation (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 Bonds, a bond rating in one of its 3 highest classifications. I. William R. Hough & Co. (the "Purchaser"), has by written proposal, offered to purchase $1,185,000 aggregate principal amount of the Bonds at the price of $1,170,582.70 (the "Purchase Price"), 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, maturity schedule, interest rates, interest payment dates, redemption provisions and bond registrar, paying agent, escrow holder and custodial trustee with respect to the Bonds; to award the Bonds at negotiated sale to the Purchaser; to approve the form and dissemination of the official statement for the 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 Bonds. SECTION 3. REMAINING FISCAL DETAILS FOR BONDS. The date, maturity schedule, interest rates, interest payment dates and redemption provisions for the Bonds shall be as set forth below. The Bonds shall be dated January 1, 1993, and bear interest payable on July 1, 1993, and semiannually thereafter on January 1 and July 1 of each year. Bonds in the aggregate principal amount of $1,185,000 shall be issued as serial bonds, shall bear interest at the rates per annum and shall mature on July 1 in the years and amounts as follows: 2 3247/MON59008/AB8 Interest Interest Year Amount Rate Year Amount Rate 1993 $105,000 2.40% 1997 $180,000 4.30% 1994 155,000 3.10 1998 190,000 4.50 1995 170,000 3.70 1999 200,000 4.75 1996 175,000 4.10 The Bonds or portions thereof are not subject to redemption prior to their respective stated dates of maturity, at the option of the Issuer. SECTION 4. BOND REGISTRAR, PAYING AGENT AND ESCROW HOLDER; ESCROW DEPOSIT AGREEMENT. The bond registrar, paying agent and escrow holder with respect to the Bonds shall be Barnett Banks Trust Company, N .A., Jacksonville, Florida-. The Escrow Deposit Agreement shall be in substantially the form attached hereto as Exhibit A. SECTION 5. with respect to the Tampa, Florida. CUSTODIAL TRUSTEE. The custodial trustee Bonds shall be NationsBank, Florida, N.A., SECTION 6. AWARD OF BONDS. Bonds in the aggregate principal amount of $1,185,000 are hereby awarded and sold to the Purchaser at the Purchase Price, 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 7. STATEMENT OF INSURANCE. There shall be printed on the back of each Bond a statement to the effect that payment of the principal of and interest on the 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 Bonds. SECTION 8. OFFICIAL STATEMENT. The form and dissemination of the preliminary official statement, as revised, ("deemed final") (except for permitted omissions) as of the date of adoption of this resolution, for purposes of SEC Rule 15c2- 12(b)(1)) with respect to and in connection with the marketing of the 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 Bonds in substantially the form of the preliminary official statement, as revised, 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. CANCELLATION OF BALANCE OF BONDS. The authorization for issuance of the unsold balance of the Bonds is hereby cancelled and rescinded. 3 3247/MON59008/AB8 SECTION 10. NECESSARY ACTION. The proper officers of the Issuer are hereby designated agents of the Issuer in connection with the issuance of the 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 Bonds, and which are not inconsistent with this resolution and any other action relating to the Bonds. The chief financial officer of the Issuer, or his designee, is further authorized to make or effect any election, selection, choice, consent, approval or waiver on behalf of the Issuer with respect to the Bonds as the Issuer is permitted or required to make or give under the federal income tax laws, for the purpose of assuring, enhancing or protecting favorable tax treatment or characterization of the Bonds or interest thereon or assisting compliance with requirements for that purpose, reducing the burden or expense of such compliance, reducing the rebate amount or payments of penalties thereon, or making payments in lieu thereof, or obviating such amounts or payments, as determined by such officer, or his designee. Any action of such officer, or his designee, in that regard shall be in writing and signed by the officer, or his designee. SECTION 11. REPEALING CLAUSE. All resolutions or parts thereof of the Governing Body in conflict with the provisions contained in this resolution are, to the extent of such conflict, hereby superseded and repealed. SECTION 12. EFFECTIVE DATE. This resolution shall take effect immediately upon its adoption. Adopted this January 13, 1993. (SEAL) COUNTY, FLORIDA ~ . - ~- ~..,..~.:. Mayor, Board of County Commissioners ATTEST: SloJ-J- C. ~~ Clerk, Board of/County Commissioners 4 3247/MON59008/AB8 EXHIBIT A FORM OF ESCROW DEPOSIT AGREEMENT 5 3247/MON59008/AB8 Exhibit A ESCROW DEPOSIT AGREEMENT relating to $ MONROE COUNTY, FLORIDA REFUNDING IMPROVEMENT REVENUE BONDS, SERIES 1993 THIS ESCROW DEPOSIT AGREEMENT, dated as of , 1993, is by and between MONROE COUNTY, FLORIDA (the "Issuer"), and Florida, a national banking association, organized under the laws of the United States, as Escrow Holder (the "Escrow Holder"). BACKGROUND FACTS: 1. The Issuer has previously authorized and issued its Refunding Improvement Revenue Bonds, Series 1983, dated June 1, 1983 (the "Refunded Bonds"), as to which the Aggregate Debt Service (defined below) is set forth on Schedule A. 2. The Issuer has determined to provide for payment of the Aggregate Debt Service of the Refunded Bonds, on and prior to their redemption, by depositing with the Escrow Holder cash and Escrow Investments, the principal of and interest on which will be at least equal to such sum. 3. In order to obtain the funds needed for such purpose, the Issuer has authorized and is, concurrently with the delivery of this Agreement, issuing certain Refunding Bonds more fully described herein. AGREEMENT: In consideration of the herein contained, the Issuer follows: mutual covenants and agreements and the Escrow Holder agree as Section 1. Definitions. terms mean: As used herein, the following (a) "Aggregate Debt Service" means, as of any date, the sum of the Annual Debt Service then remaining unpaid with respect to the Refunded Bonds, as set forth on Schedule A attached to this Agreement. (b) "Agreement" means this Escrow Deposit Agreement. (c) "Annual Debt Service" means, in any year, the principal of, applicable redemption premium, and interest on the Refunded Bonds, including any paying agent fees and handling charges, coming due in such year as shown on Schedule A. (d) "Board" means the Monroe County, Florida, the Florida. Board of County Commissioners of governing body of Monroe County, (e) "Bond Resolution" means the resolution of the Board duly adopted on January 13, 1993, as supplemented, providing for the issuance of the Refunding Bonds. (f) "Escrow Account" means the Escrow Account, created and established by the Bond Resolution, and held by the Escrow Holder pursuant to this Agreement, in which cash and investments will be held for payment of the Refunded Bonds. (g) "Escrow Holder" means Florida. (h) "Escrow Investments" means direct obligations of, or obligations the principal of and the interest on which are unconditionally guaranteed by, the United States of America. (i) "Escrow Requirement" means, as of any date of calculation, the sum of an amount in cash and principal amount of Escrow Investments in the Escrow Account which, together with the interest due on the Escrow Investments, will be sufficient to pay, as the installments thereof become due, the Aggregate Debt Service. (j) "Expenses" means the expenses of the Issuer resulting from the execution of this Agreement, including, but not limited to, the fees and expenses of the Escrow Holder. (k) "Refunding Bonds" means the Refunding Improvement Revenue Bonds, Series 1993, of the Issuer, described in the Bond Resolution. Section 2. Deposit of Funds. The Issuer hereby deposits $ with the Escrow Holder in immediately available funds, to be held in irrevocable escrow by the Escrow Holder and applied solely as provided in this Agreement. The Issuer represents that: (a) All of such funds are derived from the net proceeds of the Refunding Bonds. (b) Such funds, when invested in the Escrow Investments set forth on Schedule B attached hereto, and held in cash, will be, together with the principal amount of such Escrow Investments and the interest due thereon, at least equal to the Escrow Requirement as of the date of such deposit, as demonstrated in Schedule B attached hereto. 2 3247!MON59008!AB9 Section 3. Use and Investment of Funds. The Escrow Holder acknowledges receipt of the sum described in Section 2 and agrees: (a) to hold the funds in irrevocable escrow during the term of this Agreement, (b) to hold $ in cash and immediately invest the remainder of such funds by the purchase of the Escrow Investments set forth on Schedule B attached hereto, and (c) to deposit, as received, all receipts of maturing principal of the Escrow Investments and all receipts of interest in the Escrow Account. Section 4. payment of Bonds and Expenses. (a) Refunded Bonds. On each interest payment date for the Refunded Bonds, the Escrow Holder shall pay to First Union National Bank of Florida, , Florida, the paying agent for the Refunded Bonds, from the cash on hand in the Escrow Account, a sum sufficient to pay that portion of the Annual Debt Service coming due on such date as shown on Schedule A. In the event that the amount on deposit in the Escrow Account is ever insufficient for such purpose, the Escrow Holder shall immediately notify the Issuer of such deficiency, and the Issuer shall have a reasonable time to cure the same. (b) Expenses. The Issuer shall pay the Expenses, as they become due and payable, from legally available funds of the Issuer, and no lien upon or right of set-off against the funds on deposit in the Escrow Account shall exist or be created in favor of the Escrow Holder for any Expenses owed to it. (c) Surplus. Upon termination of this Agreement, the Escrow Holder shall pay to the Issuer any remaining cash in the Escrow Account in excess of (i) the Escrow Requirement 'and (ii) any remaining fees and expenses then due and payable by the Issuer to the Escrow Holder. (d) shall have Investments Investments Agreement. Lien on Funds. The holders of the Refunded Bonds an express first lien on the funds and Escrow in the Escrow Fund until such funds and Escrow are used and applied in accordance with this (e) payments due on HOlida~s. If any payment date, at the place of payment of the Refunde Bonds, shall be a saturday, Sunday, legal holiday or a day on which banking institutions are authorized by law to close, then the Escrow Holder may make the payment required by Section 4(a) to the paying agent on the first business day following such saturday, Sunday, legal holiday or day on which banking institutions are authorized by law to close. 3 3247/MON59008/AB9 Section 5. Reinvestment. (a) Except as provided in Section 3 and in this Section, the Escrow Holder shall have no power or duty to invest any funds held under this Agreement or to sell, transfer or otherwise dispose of or make substitutions of the Escrow Investments held hereunder. (b) At the request of the Issuer and upon compliance with the conditions hereinafter stated, the Escrow Holder shall sell, transfer, otherwise dispose of or request the redemption of any of the Escrow Investments acquired hereunder and shall substitute other Escrow Investments for such Escrow Investments. Any money remaining after such substitution, not needed to pay the Aggregate Debt Service, shall be paid to the Issuer. The Issuer will not request the Escrow Holder to exercise any of the powers described in the preceding sentence in any manner which will cause the Refunding Bonds to be "arbitrage bonds" within the meaning of Section 148(a) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder in effect and applicable to obligations issued on the issue date of the Refunding Bonds. The transactions may be effected only if (i) an independent certified public accountant shall certify to the Issuer and the Escrow Holder that the cash and principal amount of Escrow Investments remaining on hand after the transactions are completed, together with the interest due thereon, will be not less than the Escrow Requirement, and (ii) the Escrow Holder shall receive an unqualified opinion from a nationally recognized bond counsel, addressed to it and the Issuer, to the effect that the transactions will not constitute a breach of this Agreement or any provision of the Bond Resolution, and such transactions will not cause the Refunding Bonds to be "arbitrage bonds" within the meaning of Section 148(a) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder. Section 6. Redem~tion of Refunded Bonds. Certain of the Refunded Bonds will be re eemed prior to their stated dates of maturity as set forth in the excerpt from the Bond Resolution attached hereto as Schedule C. The Escrow Holder accepts its responsibilities in the Bond Resolution regarding dissemination of the notice of redemption. Any out-of-pocket expenses incurred by the Escrow Holder in that regard shall be paid by the Issuer. Section 7. Indemnity. To the extent authorized by law, the Issuer hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated) to indemnify, protect, save and keep harmless the Escrow Holder and its respective successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against at any time, the Escrow Holder (whether or not also indemnified against the same by the 4 3247/MON59008/AB9 Issuer or any other person under any other agreement or instrument) and in any way relating to or arising out of the execution and delivery of this Agreement, the maintenance of the Escrow Account, the acceptance of the funds and securities deposited therein, the purchase of the Escrow Investments, the retention of the Escrow Investments or the proceeds thereof and any payment, transfer or other application of funds or securities by the Escrow Holder in accordance with the provisions of this Agreement; provided, however, that the Issuer shall not be required to indemnify the Escrow Holder for its own negligence or willful misconduct. In no event shall the Issuer be liable to any person by reason of the transactions contemplated hereby, other than to the Escrow Holder as specifically set forth in this Section. The indemnities contained in this Section shall survive the termination of this Agreement and the resignation or removal of the Escrow Holder. Section 8. Responsibility of Escrow Holder. The Escrow Holder and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, whether to the Issuer or to third parties, in tort, contract, or otherwise, in connection with the execution and delivery of this Agreement, the maintenance of the Escrow Account, the acceptance of the funds deposited therein, the purchase of the Escrow Investments, the retention or other application of money or securities by the Escrow Holder in accordance with the provisions of this Agreement or by reason of any nonnegligent act, omission or error of the Escrow Holder made in good faith in the conduct of its duties. The Escrow Holder shall, however, be liable to the Issuer for its negligent or willful acts, omissions or errors which violate or fail to comply with the terms of this Agreement. The duties and obligations of the Escrow Holder shall be determined by the express provisions of this Agreement. The Escrow Holder may consult with counsel, who mayor may not be counsel to the Issuer, and in reliance upon the opinion of such counsel shall have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Holder shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by the Chairman of the Issuer, or his or her designee. Section 9. Resignation of Escrow Holder. The Escrow Holder may resign and thereby become discharged from the duties and obligations hereby created, by notice in writing given to the Issuer and published once in a daily newspaper of general circulation or a financial journal published and/or of general circulation in the Borough of Manhattan, City and State of New York, not less than 60 days before such resignation shall take effect. Such resignation shall take effect immediately upon the appointment of a new Escrow Holder hereunder. If the Refunded Bonds are outstanding in fully registered form, and the Escrow 5 3247/MON59008/AB9 Holder is able to obtain from the bond registrar for the Refunded Bonds, a complete list of the holders thereof and their addresses, the Escrow Holder may mail the notice of resignation, within the time required, to the holders of the Refunded Bonds in lieu of publication of such notice. Any out-of-pocket expenses incurred by the Escrow Holder in publication or mailing of such notice shall be paid by the Issuer. Section 10. Removal of Escrow Holder. (a) The Escrow Holder may be removed at any time by an instrument or concurrent instruments in writing, executed by the holders of not less than 51% in aggregate principal amount of the Refunded Bonds then outstanding, such instruments to be filed with the Issuer, and notice in writing given by such holders to the original purchaser or purchasers of the Refunding Bonds, and published once in a daily newspaper of general circulation or a financial journal published and/or of general circulation in the Borough of Manhattan, City and State of New York, not less than 60 days before such removal is to take effect as stated in such instrument or instruments. A photographic copy of any instrument filed with the Issuer under the provisions of this paragraph shall be delivered by the Issuer to the Escrow Holder. If the Refunded Bonds are outstanding in fully registered form, and such holders of the Refunded Bonds are able to obtain from the bond registrar for the Refunded Bonds, a complete list of the remaining holders thereof and their addresses, such bondholders removing the Escrow Holder may mail such notice of removal, within the time required, to the remaining bondholders in lieu of publication of such notice. (b) The Escrow Holder may also be removed at any time for any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provisions of this Agreement with respect to the duties and obligations of the Escrow Holder, by any court of competent jurisdiction upon the application of the Issuer or the holders of not less than 5% in aggregate principal amount of the Refunded Bonds then outstanding. Section 11. Successor Escrow Holder. (a) If at any time hereafter the Escrow Holder shall resign, be removed, be dissolved or otherwise become incapable of acting, or shall be taken over by any governmental official, agency, department or board, the position of Escrow Holder shall thereupon become vacant. If the position of Escrow Holder shall become vacant for any of the foregoing reasons or for any other reason, the Issuer shall appoint an Escrow Holder to fill such vacancy. The Issuer shall publish notice of any such appointment once in a daily newspaper of general circulation or a financial journal published and/or of general circulation in the Borough of Manhattan, City and State of New York, and, before the second publication of such notice, shall mail a copy thereof to the 6 3247/MON59008/AB9 original purchaser or purchasers o~ the Refunding Bonds. If the Refunded Bonds are outstanding ln fully registered form, the Issuer may mail or cause to be mailed, the notice of resignation, within the time required, to the holders of the Refunded Bonds in lieu of publication of such notice. (b) If at any time within one year after such vacancy shall have occurred, the Issuer has not appointed a successor Escrow Holder in accordance with the provisions of paragraph (a) of this section, the holders of 51% in aggregate principal amount of the Refunded Bonds then outstanding, by an instrument or concurrent instruments in writing, executed by such bondholders and filed with the governing body of the Issuer, may appoint a successor Escrow Holder, which shall supersede any Escrow Holder theretofore appointed by the Issuer. Photographic copies of each such instrument shall be delivered promptly by the Issuer, to the predecessor Escrow Holder and to the Escrow Holder so appointed by the bondholders. (c) If no appointment of a successor Escrow Holder shall be made pursuant to the foregoing provisions of this section, the holder of any Refunded Bond then outstanding, or any retiring Escrow Holder may apply to any court of competent jurisdiction to appoint a successor Escrow Holder. Such court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Escrow Holder. Section 12. Term; Amendments. (a) This Agreement shall commence upon its execution and delivery and shall terminate when the Refunded Bonds have been paid and discharged in accordance with the proceedings authorizing the Refunded Bonds. (b) All amendments to this Agreement shall be in writing signed by both parties hereto. Section 13. Severability. If anyone or more of the covenants or agreements provided in this Agreement on the part of the Issuer or the Escrow Holder to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreements herein contained shall in no way affect the validity of the remaining provisions of this Agreement. Section 14. Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as duplicate originals and shall constitute and be but one and the same instrument. Section 15. Governing Law. This Agreement shall be construed under the laws of the State of Florida. 7 3247/MON59008/AB9 EXECUTION: The parties hereto have Agreement to be executed by their their corporate seals to be hereunto the date first above written. caused this Escrow Deposit duly authorized officers and affixed and attested as of MONROE COUNTY, FLORIDA (Seal) By Mayor, Board of County Commissioners Attested: Clerk, Board of County Commissioners 8 3Z47/MON59008/AB9 (Corporate Seal) Escrow Holder By 9 3247/MON59008/AB9 Refunded Bonds: Debt Service: 3247/MON59008/AB9 Schedule A The Refunded Bonds are the Monroe County, Florida, Refunding Improvement Revenue Bonds, Series 1983, dated June 1, 1983, maturing on July 1 in the years 1993 through 2011, in the aggregate principal amount of $ The debt service payments Bonds, taking into account prior to maturity on July 1, the Refunding Bonds maturing 1993, is as set forth below: [SCHEDULE TO BE PHOTOCOPIED FROM VERIFICATION REPORT] 10 on the Refunded the redemption 1993, of all of after July 1, Schedule B Escrow Investments: The escrow investments consist of: [TO BE PHOTOCOPIED FROM VERIFICATION REPORT 11 3247{MON59008{AB9