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

moneys so as to produce sufficient funds to make all of the payments described in this Section. At the time of execution of the Escrow Deposit Agreement, the Issuer shall furnish to the Escrow Trustee named therein appropriate documentation to demonstrate that the sums being deposited and the investments to be made will be sufficient for such purposes. e) If any of the proceeds of the Bonds remain after the foregoing payments have been made, such balance shall be applied as promptly as possible to the costs of capital projects of the Issuer which are eligible to be financed from the Pledged Revenues. SECTION 7. APPROVAL OF PRELIMINARY AND FINAL OFFICIAL STATEMENTS FOR BONDS. Use of the Preliminary Official Statement, attached hereto as Exhibit " D", and made a part hereof, in marketing the Bonds is hereby ratifled and approved. The use, execution and delivery of a Final Official Statement relating to the Bonds, in substantially the fonn of the Preliminary Official Statement, with such revisions as are consistent with the Purchase Contract and as shall hereafter be approved by the City Manager and the Finance Director of the Issuer, such approval to be evidenced by their execution thereof. is hereby authorized and approved in connection with marketing of the Bonds. The City Manager deemed the Preliminary Official Statement final" for purpose of Rule 15c2- 12 of the Securities and Exchange Commission, and such action is hereby confirmed and ratifled. MCL- 12/ 03/ 98 Rev 12/ 07/ 98 Rev: 12/ 08/ 98- 6355-awardres 8  o o SECTION 8. DESIGNATION OF OFFICERS. The Mayor or Vice Mayor is hereby authorized to execute the Bonds and other documents authorized herein. The Clerk or Deputy City Clerk and is hereby authorized to execute the Bonds and other documents authorized herein. SECTION 9. EXECUTION OF PURCHASE CONTRACT AND AUTHORIZATION OF ALL OTHER NECESSARY ACTION. The Mayor and the City Clerk of the Issuer are hereby authorized and directed to execute and deliver the Purchase Contract and the City Attorney is hereby authorized to approve the fonn of the Purchase Contract. The proper officers of the City are hereby authorized to execute the Bonds when prepared and deliver the same to the Underwrtter listed in the Purchase Contract upon payment of the purchase price pursuant to the conditions stated in the Purchase Contract. The Mayor and Clerk of the Issuer, the Attorney for the Issuer, and Miller, Canfield, Paddock and Stone, P. L.C., bond counsel for the Issuer, are each designated agents of the Issuer in connection with the issuance and delivery of the Bonds, and are authorized and empowered, collectively or individually, to take all action and steps to execute and deliver any and all instruments, documents or contracts on behalf of the Issuer which are necessary or desirable in connection with the execution and delivery of the Bonds and which are not inconsistent with the tenns and provisions of this Resolution and the Ordinance and other actions relating to the Bonds heretofore taken by the Issuer including, without limitation, execution and delivery of any escrow agreements, bond insurance commitments, and sale and purchase of investments. SECTION 10. CONTINUING DISCLOSURE. Theappropriate officers of the Issuer are hereby authorized and directed to enter into the Continuing Disclosure Agreement for the benefit of the purchaser of the Bonds in fonn and substance satisfactory to the Mayor, Counsel to the Issuer and the purchaser of the Bonds. SECTION 11. DESIGNATION OF PAYING AGENT, REGISTRAR AND ESCROW HOLDER. The Bank of New York, New York, New York, is hereby designated and approved asPaying Agent and Registrar for the Bonds and Escrow Holder under the Escrow Deposit Agreement. SECTION 12. DESIGNATION AS BANK QUALIFIED. The Issuer hereby designates the Bonds as a " qualified tax-exempt obligation" for purposes of paragraph ( 3) of Section 265(b) of the Code, and covenants that the Bonds do not constitute a private activity bond as defined in Section 141 of the Code, MCL- 12/ 03/ 98 Rev 12/ 07/ 98 Rev: 12/ 08/ 98- 6355- a~ ardres 9  o o and that not more than $ 10, 000, 000 aggregate principal amount of obligations the interest on which is excludable ( under Section 103( a) of the Code) from gross income for Federal income taxes ( excluding. however. private activity bonds. as defined in Section 141 of the Code. other than qualified 3) bonds as defined in Section 145 501( c)( of the Code). including the Bonds, have been or shall be issued by the Issuer including all subordinate entities of the Issuer. during the calendar year of 1998. SECTION 13. DISPOSITION OF EXISTING FUNDS. The moneys and investments in the funds and accounts established for ~ e benefit of the Refunded Bonds shall be transferred to one or more of the corresponding funds and accounts established in the Ordinance or shall be deposited in escrow for of the Refunded Bonds to the Escrow Deposit Agreement. The pursuant payment distrtbution of such moneys and investments among the accounts, funds and Escrow authorized Deposit Agreement shall be made as detennined by the Issuer or its dilly officer prior to the delivery of any of the Bonds. SECTION 14. AUTHORIZATION OF ALL OTHER NECESSARY ACTION. The proper officers of the Issuer be and they are hereby authorized and directed to execute the Bonds when prepared and deliver the same to the Underwriter upon stated in the Notice of payment of the purchase price pursuant to the conditions Public Sale. The Mayor and Clerk are each designated agents of the Issuer in connection with the issuance and delivery of the Bonds and are authorized and and all empowered. collectively. to take all action and steps to execute and deliver any instruments. documents or contracts behalf of the Issuer which are necessary or on desirable in connection with the execution and delivery of the Bonds which are not inconsistent with the tenns and provisions of this Resolution and other actions relating to the Bonds heretofore taken by the Issuer. SECTION 15. REPEALING CLAUSE. All resolutions or parts of resolutions in conflict herewith are hereby repealed. excess of the The authorization contained in the Ordinance for Series 1998 Bonds in described in Section 1 hereof is hereby amount of principal amount of Bonds cancelled. MCL- 12/ 03/ 98 Rev 12/ 07/ 98 Rev: 12/ 08/ 98- 6355- awardres 10  o 0 SECTION 16. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. Adopted this 8th day of December. 1998. CITY OF FORT WALTON BEACH. FLORIDA SEAL) ATTEST: MCL- 12/ 03/ 98 Rev 12/ 07/ 98 Rev: 12/ 08/ 98- 6355- awardres 11  o o ExmBIT A PURCHASE CONTRACT MCL- 12/ 03/ 98 Rev 12/ 07/ 98 Rev: 12/ 08/ 98- 6355- awardres 12  o o EXHIBIT B CLAIMS UPON BOND INSURANCE POLICY AND PAYMENTS BY AND TO THE BOND INSURER If, on the third business day prior to the related scheduled interest payment date or principal payment date or the date to which Bond maturtty has been accelerated (" Payment Date") there is not on deposit with the Paying Agent, after sufficient to making all transfers and deposits required under the Ordinance, moneys due on such Payment Date, the Paying pay the principal of and interest on the Bonds shall givenotice to the Bond Insurer and to its designated agent ( if any) (the Agent Bond Insurer' s FiscalAgent") by telephone or telecopy of the amount of such If, on the deficiency by 12: 00 noon, New York City time, on such Business Day. second Business Day prior to the related Payment Date, there continues to be a the of and interest on the Bonds deficiency in the amount available to pay principal due on such Payment Date, the Paying Agent shall make a claim under the Insurance s Fiscal Agent (if any) Policy and give notice to the Bond Insurer and the Bond Insurer' of such deficiency by telephone of the amount of such deficiency, and the allocation between the amount required to pay interest on the Bonds and the amount required to confirmed in writing to the Bond Insurer and the Bond pay principal of the Bonds, Insurer' s Fiscal Agent by 12: 00 noon, New York time, on such second Business Day by filing in the form of Notice of Claim and Certificate delivered with the Insurance Policy. In the event the claim to be made is for an Amortization Installment. upon and deliver to affected receipt of the moneys due, the Paying Agent shall authenticate Bondholders who surrender their Bonds a new Bond or Bonds in an aggregate to the unredeemed of the Bond surrendered. The principal amount equal portion shall designate portion of payment of principal on Bonds paid by the Paying Agent any Bond Insurer, whether by virtue of mandatory sinking fund redemption. maturity or of other advancement of maturity, on its books as a reduction in the principal amount Bonds registered to the then current Bondholder. whether DTC or its nominee