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Resolution 347-1991 " RESOLUTION NO. 347-1991 A RESOLUTION FIXING THE DATE, MATURITY SCHEDULE, INTEREST RATES, INTEREST PAYMENT DATES, REDEMPTION PROVISIONS AND BOND REGISTRAR AND PAYING AGENT FOR $42,415,000 SALES TAX REVENUE BONDS, SERIES 1991, 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. 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 March 27, 1991, as amended, authorized the issuance of not exceeding $43,500,000 Sales Tax Revenue Bonds, Series 1991 (the "Bonds"), to provide for the acquisition and construction of certain capital projects in the area 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 Municipal Bond Investors Assurance 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., Smith Barney, Harris Upham & Co. Incorporated, Lehman Brothers, Merrill Lynch & Co. and Prudential Securities Incorporated (collectively, the "Purchaser"), have by written proposal, offered to purchase $42,415,000 aggregate principal amount of the Bonds at the price of $42,066,032,10 (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 and paying agent for 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 October 1, 1991, and bear interest payable on April 1, 1992, and semiannually thereafter on October 1 and April 1 of each year. Bonds in the aggregate principal amount of $42,415,000 shall be issued as serial bonds, shall bear interest at the rates per annum and shall mature on April 1 in the years and amounts as follows: 2 3247/MON59006/AA6 Interest Interest Year Amount Rate Year Amount Rate 1992 $1,135,000 4.50% 1999 $3,450,000 5.70% 1993 2,540,000 4.75 2000 3,650,000 5.80 1994 2,665,000 5.00 2001 3,860,000 5.90 1995 2,795,000 5.20 2002 4,085,000 6.00 1996 2,940,000 5.30 2003 4,330,000 6.10 1997 3,100,000 5.50 2004 4,595,000 6.20 1998 3,270,000 5.60 The Bonds or portions thereof maturing in the years 1992 to 1998, both inclusive, are not subject to redemption prior to their respective stated dates of maturity, at the option of the Issuer. The Bonds or portions thereof maturing in the year 1999 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 April 1, 1998; or in part, in such manner determined by the Issuer, on April 1, 1998, 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 Bonds or portions thereof to be so redeemed, if redeemed during the following periods: Redemption Period (both dates inclusive) Premium April 1, 1998, to March 31, 1999 2% April 1, 1999, to March 31, 2000 1 April 1, 2000, and thereafter 0 SECTION 4. BOND REGISTRAR AND PAYING AGENT. The bond registrar and paying agent for the Bonds shall be First Florida Bank, N.A., Tampa, Florida. SECTION 5. AWARD OF BONDS. Bonds in the aggregate principal amount of $42,415,000 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 6. 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. 3 3Z47/MON59006/AA6 SECTION 7. RESOLUTION CHANGES REQUIRED BY COMMITMENT. Prior to the issuance of the Bonds, the Governing Body shall amend the Resolution as necessary to conform to the conditions set forth in the Commitment which have been approved in the manner specified by Section 10 below. SECTION 8. OFFICIAL STATEMENT. The form and dissemination of the preliminary official statement ("deemed final" (except for permitted omissions) as of its date for purposes of SEC Rule 15c2-12(b)(I)) 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, 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. 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. 4 3247/MON5g006/AA6 Adopted this October 8, 1991. (SEAL) ATTEST: DANNX I.. ~OWAGEJ ~lerk 5 3247/MON59008/AA6 MONROE COUNTY, FLORIDA \ -,..t\~.6--~:"~.. ~ ~ _____.__17'.... - ~. By I" Mayor, Board of County Commissioners ~fg~D_~S TO FORM By gLXFFICIENCY. AllOY. 0IIit:e ? ..-- Oats L L, () r Ctrl f