Fort Walton Beach Resolution — 98-34-Public Imp Revenue Bonds, 1998 — reading text

o t I o I RESOLUTION NO. 98- 34 A RESOLUTION AWARDING $ 4, 680, 000 OF THE PUBLIC IMPROVEMENT REFUNDING REVENUE BONDS, SERIES 1998 OF THE CITY OF FORT WALTON BEACH, FLORIDA, TO THE UNDERWRITER; FIXING THE PRICE, INTEREST RATES AND TERM MATURITIES, IF ANY, FOR THE BONDS; AUTHORIZING USE OF PRELIMINARY AND FINAL OFFICIAL STATEMENTS IN CONNECTION WITH DISTRIBUTION OF SUCH BONDS; DESIGNATING THE PAYING AGENT, ESCROW HOLDER AND REGISTRAR FOR THE BONDS; PROVIDING CERTAIN OTHER DETAILS RESPECTING THE BONDS; AUTHORIZING ALL OTHER NECESSARY ACTION IN CONNECTION WITH THE ISSUANCE AND DELIVERY OF SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Fort Walton Beach, Florida ( the " Issuer"), has enacted Ordinance No. 1362 ( the " Ordinance"), authorizing the issuance of not exceeding 6, 000, 000 Public Improvement Refunding Revenue Bonds, Series 1998 ( the " Bonds") of the Issuer; and WHEREAS, the Issuer has, by official action of the City Council, heretofore selected First Union Capital Markets, a division of Wheat First Securities, Inc., to be the underwriter for the Bonds (the "Underwriter"); and WHEREAS, the Issuer has received a fonn of Bond Purchase Agreement ( the Purchase Contract") from the Underwriter, for the purchase of the Bonds, the acceptance of which the Issuer deteI111ined to be in its best interest; and WHEREAS, the Issuer hereby finds, deteI111ines and declares that the small size of the issue 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 maturtties, security, redemption features and interest rates necessary to obtain the most favorable tenns in the bond market; and WHEREAS, the Issuer further finds that compliance with the competitive bid requirements would in all likelihood not result in any savings to the Issuer in that the notice requirements for the sale of the 1998 Bonds by competitive bids would prevent the Issuer from obtaining the lowest possible interest rates by taking advantage of market timing in requesting bids; MCL- 12/ 03/ 98 Rev 12/ 07/ 98 Rev: 12/ 08/ 98- 6355- awardres 1  o I NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WALTON BEACH. FLORIDA: SECTION 1. AWARD OF BONDS. The negotiated sale of the principal amount of $ 4, 680, 000 of the Bonds is necessary to refund the Refunded Bonds ( as defined in the hereinafter described Escrow Deposit Agreement) and pay the costs thereof and of the issuance of the Bonds. The sale of the Bonds in the manner described herein is hereby authorized pursuant to Section 218. 385. Florida Statutes. The Bonds are hereby sold and awarded to the Underwriter upon the tenns of its Purchase Contract attached hereto and made a part hereof as Exhibit "A". The Bonds shall bear interest at the rates per annum and shall be subject to the tenns stated in Schedule I attached hereto, and in the attached Purchase Contract of the Underwriter. SECTION 2. DESCRIPTION OF BONDS. The Bonds shall be issued in fully registered fonn, shall be dated, and shall mature on the dates and in the years and amounts set forth in Schedule I attached hereto, the Official Statement hereinafter described and in the Purchase Contract, and shall bear interest, payable semiannually on such dates and at the rates of interest set forth on such Schedule I and in the Purchase Contract. SECTION 3. BOND INSURANCE; RESERVE ACCOUNT INSURANCE. The Issuer hereby approves Financial Security Assurance Inc. as Bond Insurer the " Bond Insurer"), and approves the Debt Service Reserve Insurance Policy of the Bond Insurer as the Reserve Account Insurance Policy for the Bonds; and the Mayor and the Clerk of the Issuer are hereby authorized to execute and deliver, on behalf of the Issuer. such agreements, certificates or other instruments as may be to required obtain the Insurance Policy and Reserve Account Insurance Policy upon issuance of the Bonds. The Issuer and the Paying Agent shall comply with the provisions of Exhibit "E" attached hereto regarding repaying draws on the Reserve Account Insurance Policy. SECTION 4. PROVISIONS CONCERNING BOND INSURANCE. The following shall apply in respect of the Bond Insurance Policy for the 1998 Bonds: MCL- 12/ 03/ 98 Rev 12/ 07/ 98 Rev: 12/ 08/ 98- 6355- awardres 2  o o A. DEFINITIONS. Bond Insurer" shall mean Financial Securtty Assurance Inc., a New York stock insurance company, or any successor thereto or assignee thereof. Insurance Policy" shall mean the insurance policy issued by the Bond Insurer guaranteeing the scheduled payment of principal of and interest on the Bonds when due. B. SUBROGATION. The Bond Insurer shall, to the extent it makes payment of principal of or interest on the Bonds. become subrogated to the rights of the recipients in respect of such payments and. to evidence such subrogation. ( 1) in the case of subrogation as to claims for past due interest. the Paying Agent shall note the Bond Insurer's rtghts as subrogee on the registration books maintained by the Paying Agent upon receipt from the Bond Insurer of proof of the payment of interest thereon to the Bondholders of such Bonds and ( 2) in the case of subrogation as to claims for past due principal. the Paying Agent shall note the Bond Insurer's rights as subrogee on the registration books for the Bonds maintained by the Paying Agent upon receipt of proof of the payment of principal thereof to the Bondholders of such Bonds. Defaulted interest shall not accrue to any Bondholder except the applicable Bond Insurer. so long as such Bond Insurer is not in default in its payment obligations under the Bond Insurance Policy. C. BOND INSURANCE REPORTING REQUIREMENTS. The Issuer agrees that it will file or cause to be filed with the Bond Insurer such financial. statistical and other factual information as follows: 1.Annual audited financial statements within one hundred twenty 120)days after the end of the Issuer' s fiscal year and the Issuer' s annual budget within thirty (30) days after the approval thereof; 2. Notice of any draw upon the Reserve Account within two Business Days after knowledge thereof other than (i) withdrawals of amounts in excess of the Debt Service Reserve Requirement and (ii) withdrawals in connection with a refunding of Bonds; 3. Notice of any default within five ( 5) Business Days after knowledge thereof; 4. Prtor notice of the advance refunding or redemption of any of the Bonds. including the principal amount, maturities and CUSIP numbers thereof; MCL- 12/ 03/ 98 Rev 12/ 07/ 98 Rev: 12/ 08/ 98- 6355- awardres 3  o o 5.Notice of the resignation or removal of the Paying Agent and Bond Registrar and the appointment of, and acceptance of duties by, any successor thereto; 6. Notice of the commencement of any proceeding by or against the Issuer commenced under the United States Bankruptcy Code or any other applicable bankmptcy, insolvency, receivership, rehabilitation or similar law an " Insolvency Proceeding"); 7. Notice of the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer of any payment of principal of, or interest on, the Bonds; 8. A full original transcript of all proceedings relating to the execution of any amendment or supplement to the financing documents; 9. All reports, notices and correspondence to be delivered under the tenns of the financing documents; and 10. Such additional infonnation as the Bond Insurer may reasonably request from time to time. D. NOTICES. All notices required to be furnished hereunder to the Bond Insurer of the Bonds shall be sent as applicable, to: Financial Security Assurance Inc. 350 Park Avenue New York, New York 10022- 6022 Attention: Managing Director - Surveillance Phone ( 212) 8260100; Telecopier (212) 3393529 In each case in which notice or other communication refers to an Event of Default, then a copy of such notice or other communication shall also be sent to the attention of General Counsel and shall be marked to indicate "URGENT MATERIAL ENCLOSED".) E. CONSENT. 1. ( a) No modification, amendment or supplement to the Ordinance, this Resolution or any other related document ( each a " Related Document") may become effective except upon obtaining the prior written consent of the Bond Insurer. MCL- 12/ 03/ 98 Rev 12/ 07/ 98 Rev: 12/ 08/ 98- 6355- awardres 4  o o b) Copies of any modification or amendment to the Ordinance, this Resolution any other Related Document shall be sent to Standard & or Poor' s Rating Services and Fitch, at least ten (l0) days plior to the effective date thereof. 2. The lights granted to the Bond Insurer under the Ordinance and this Resolution or any other Related Document to request,