1987-07 Water/Sewer BondsRESOLUTION 87-7
A RESOLUTION OF THE CITY OF OKEECHOBEE, FLORIDA,
AMENDING VARIOUS PROVISIONS OF RESOLUTION NO. 87-1 OF
THE CITY; AWARDING SALE OF AN INSTALLMENT OF WATER
AND SEWER REFUNDING AND IMPROVEMENT REVENUE
BONDS, SERIES 1987, IN THE AMOUNT OF $5,000,000. ;
AUTHORIZING EXECUTION AND DELIVERY OF A PURCHASE
CONTRACT FOR SUCH PURPOSE; FIXING THE MATURITIES,
INTEREST RATES AND REDEMPTION PROVISIONS WITH
RESPECT TO SUCH BONDS; AUTHORIZING USE OF OFFICIAL
STATEMENTS IN CONNECTION WITH THE MARKETING OF
SUCH BONDS AND OTHER ACTION IN CONNECTION WITH THE
DELIVERY OF SUCH BONDS; DESIGNATING THE PAYING
AGENT, ESCROW HOLDER, REGISTRAR AND REBATE
ADMINISTRATOR IN CONNECTION WITH THE BONDS;
DESIGNATING THE BONDS AS A QUALIFIED TAX-EXEMPT
OBLIGATION UNDER THE INTERNAL REVENUE CODE OF 1986;
AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Council of the City of Okeechobee, Florida, did on
January 20, 1987, duly adopt Resolution No. 87-1, authorizing the issuance of not
exceeding $9,885,000 Water and Sewer Refunding and Improvement Revenue Bonds, Series
1987 (the "Bonds"), of the City, as amended and supplemented (the "Resolution"); and
WHEREAS, the City desires to amend certain provisions of the Resolution as
requested by AMBAC Indemnity (hereinafter defined); and
WHEREAS, the City hereby finds that the recent volatility in the municipal
bond market is presently so great that a competitive public sale on a date which must be
fixed well in advance for the receipt of bids would prove extremely costly should such
date occur during an upswing in the market, so that the flexibility to choose to award or
not to award the bonds on a day to day basis is needed to assure the best interest rate
obtainable for the bonds; and
WHEREAS, the City has received a Purchase Contract in the form attached
hereto as Exhibit "A" (the "Purchase Contract") for the purchase of an installment of the
Bonds in the principal amount of the Bonds set forth in the title to this resolution (the
"Series 1987 Bonds") from the Underwriter named therein (hereinafter called
"Underwriter"), the acceptance of which the City determines to be in its best interest;
and
WHEREAS, the City desires to designate the Series 1987 Bonds as a qualified
tax-exempt obligation under the Internal Revenue Code of 1986, as amended (the "Code");
and
WHEREAS, the City desires to approve and ratify the Official Statements used
in connection with the marketing of the Series 1987 Bonds and to designate the paying
agent, escrow holder, registrar and rebate administrator for the Series 1987 Bonds and to
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Rev.07/02/87
authorize the taking of all other necessary action in connection with the delivery of the
Series 1987 Bonds; NOW THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OKEECHOBEE,
FLORIDA:
Section 1. AMENDMENTS TO THE RESOLUTION. (a) The definition of
"Authorized Investments" shall be amended to read as follows:
"Authorized Investments" shall mean any of the following if and to the extent
the same are at the time legal for investment of municipal funds: (a) direct obligations of
or obligations, the principal of and interest on which are unconditionally guaranteed by
the United States of America; (b) bonds, debentures, notes or other evidence of
indebtedness payable in cash issued by any of the following agencies whose obligations
represent full faith and credit of the United States of America: the Export -Import Bank of
the United States, the Federal Financing Banks, Farmers Home Administration, Maritime
Administration, Public Housing Authority and the Government National Mortgage
Association; (c) certificates of deposit properly secured at all times, by collateral security
described in (a) and (b) above; such agreements are only acceptable with commercial
banks, savings and loan associations, and mutual savings banks; (d) the following
investments fully insured by the Federal Deposit Insurance Corporation or the Federal
Savings and Loan Insurance Corporation: (1) certificates of deposit, (2) savings accounts,
(3) deposit accounts, or (4) depository receipts of a bank, savings and loan associations,
and mutual savings banks; (e) investments under the Investment of Local Government
Surplus Funds Act, being Part IV, Chapter 218, Florida Statutes, as amended. If the Bonds
are insured by AMBAC Indemnity Corporation, the investments shall be extended to
include those required by Section 25(a) of this Resolution, as amended."
s s s
(b) Section 16 of the Resolution is hereby amended, in part, as follows:
"Section 16. COVENANTS OF THE ISSUER. Until all principal of and
interest on the Bonds shall have been paid or provided for as herein permitted, the Issuer
covenants with the Bondholders as follows:
s s s
B. DISPOSITION OF REVENUES. All funds at any time remaining on
deposit in the Revenue Fund shall be disposed of on or before the twentieth day of each
month, commencing in the month immediately following the delivery of the Series 1987
Bonds, only in the following manner and in the following order of priority:
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(1) Funds shall first be used for deposit into a fund to be known as the
"Operation and Maintenance Fund", which is hereby established, of such sums as are
necessary for the Cost of Operation and Maintenance, for the next ensuing month.
(2) From the moneys remaining in the Revenue Fund, the Issuer shall
next deposit into a separate fund, which is hereby created and designated Water and
Sewer Revenue Bonds Sinking Fund (hereinafter called "Sinking Fund"), such sums as will
be sufficient to pay (a) one-sixth (1/6) of all interest becoming due on the Bonds on the
next semi-annual interest payment date; (b) commencing in the first month which is
twelve (12) months or six (6) months prior to the first annual or semi-annual maturity
date, respectively, of any Serial Bonds, one -twelfth (1/12) or one-sixth (1/6), respectively,
of the amount of Serial Bonds which will become due and payable on the next annual or
semi-annual principal maturity date, respectively, and, (c) one -twelfth (1/12) of the
Amortization Installment required to be made on the next annual payment date or one-
sixth (1/6) of the Amortization Installment required to be made on the next semi-annual
payment date into a "Bond Amortization Account", which is hereby created and
established in the Sinking Fund. Such payments shall be credited to a separate special
account for each series of Term Bonds outstanding, and if there shall be more than one
stated maturity for Term Bonds of a series, then into a separate special account in the
Sinking Fund for each such separate maturity of Term Bonds. The funds and investments
in each such separate account shall be pledged solely to the payment of principal of the
Term Bonds of the series or maturity within a series for which it is established and shall
not be available for payment, purchase or redemption of Term Bonds of any other series
or within a series, or for transfer to the Sinking Fund to make up any deficiencies in
required payments therein. The Amortization Installments may be due either annually or
semi-annually, but in any event, the required payments as set forth above shall be made
monthly commencing in the first month which is six (6) months or twelve (12) months, as
the case may be, prior to the date on which the Amortization Installment is required to be
made pursuant to (c) above.
Upon the sale of any series of Term Bonds, the Issuer shall by resolution,
establish the amounts and maturities of such Amortization Installments for each series,
and if there shall be more than one maturity of Term Bonds within a series, the
Amortization Installments for the Term Bonds of each maturity. In the event the moneys
deposited for retirement of a maturity of Term Bonds are required to be invested, in the
manner provided below, the Amortization Installments may be stated in terms of either
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the principal amount of the investments to be purchased on, or the cumulative amounts of
the principal amount of investments required to have been purchased by, the payment
date of such Amortization Installment.
Moneys on deposit in each of the separate special accounts in the Bond
Amortization Account shall be used for the open market purchase or the redemption of
Term Bonds of the series or maturity of Term Bonds within a series for which such
separate special account is established or may remain in said separate special account and
be invested until the stated date of maturity of the Term Bonds. The resolution
establishing the Amortization Installments for any series or maturity of Term Bonds may
limit the use of moneys to any one or more of the uses set forth in the preceding sentence
and may specify the type or types of investments permitted hereunder to be purchased.
(3) Moneys remaining in the Revenue Fund shall next be applied by the
Issuer to maintain a Reserve Account, which Reserve Account is hereby created and
established, in a sum equal to and sufficient to pay the Maximum Bond Service
Requirement on all outstanding Bonds becoming due in any ensuing Fiscal Year, all or a
portion of which such sum may be initially provided from the proceeds of the sale of the
Bonds and/or other moneys of the Issuer. The Issuer shall thereafter deposit into said
Reserve Account an amount equal to one -twelfth (1/12) of twenty per cent (20%) of the
difference between the amount, if any, so deposited upon the delivery of the Bonds and
the amount of the Maximum Bond Service Requirement on all outstanding Bonds becoming
due in any ensuing Fiscal Year. No further payments shall be required to be made into
such Reserve Account when there has been deposited therein and as long as there shall
remain on deposit therein a sum equal to the Maximum Bond Service Requirement on all
outstanding Bonds becoming due in any ensuing Fiscal Year.
Any withdrawals from the Reserve Account shall be subsequently restored
from the first moneys available in the Revenue Fund after all required current payments
into the Sinking Fund and into the Reserve Account, including all deficiencies for prior
payments, have been made in full.
Moneys in the Reserve Account shall be used only for the purpose of the
payment of maturing principal (including Amortization Installments) of or interest on the
Bonds when the moneys in the Sinking Fund are insufficient therefor, and for no other
purpose. Upon the issuance by the Issuer of any Additional Bonds under the terms,
limitations and conditions provided in this Resolution, the payments into the Reserve
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Account shall be increased so that the amount on deposit therein shall be equal to the
Maximum Bond Service Requirement on all Bonds outstanding and to be outstanding.
Whenever the amount on deposit in the Reserve Account exceeds the
'.Maximum Bond Service Requirement on all Bonds then outstanding, the excess shall
immediately be withdrawn and deposited into the Sinking Fund.
The Issuer shall not be required to make any further payments into the Sinking
Fund or into the Reserve Account when the aggregate amount of moneys in the Sinking
Fund and the Reserve Account are at least equal to the aggregate principal amount of
Bonds then outstanding, plus the amount of interest then due or thereafter to become due
on the Bonds then outstanding.
Notwithstanding the foregoing provisions, in lieu of the required deposits of
Revenues into the Reserve Account, but only with the consent of AMBAC, the Issuer may
cause to be deposited into the Reserve Account a surety bond or an insurance policy
issued by a reputable and recognized insurer for the benefit of the Bondholders in an
amount equal to the difference between the Maximum Bond Service Requirement and the
sums then on deposit in the Reserve Account, if any, which surety bond or insurance
policy shall be payable (upon the giving of notice as required thereunder) on any interest
payment date on which a deficiency exists which cannot be cured by funds in any other
account held pursuant to this Resolution and available for such purpose. The insurer
providing such surety bond or insurance policy shall be an insurer whose municipal bond
insurance policies insuring the payment, when due, of the principal of and interest on
municipal bond issues results in such issues being rated in the highest rating category by
either Standard do Poor's Corporation or Moody's Investors Service, Inc., or their
successors. If a disbursement is made from a surety bond or an insurance policy provided
pursuant to this paragraph, the Issuer shall be obligated to either reinstate the maximum
limits of such surety bond or insurance policy immediately following such disbursement or
to deposit into the Reserve Account, as herein provided in this paragraph for restoration
of withdrawals from the Reserve Account, funds in the amount of the disbursement made
under such policy, or a combination of such alternatives.
(4) The Issuer shall next apply and deposit the moneys in the Revenue
Fund into the Rebate Fund to pay the Rebate Amount, in accordance with Section 16C of
this Resolution.
(5) The Issuer shall next apply and deposit the moneys in the Revenue
Fund into a special account to be known as the "Renewal and Replacement Fund", which
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fund is hereby created. The Issuer shall deposit into such Renewal and Replacement Fund
an amount equal to one -twelfth (1/12) of five per centum (5%) of the Gross Revenues of
the System for the previous Fiscal Year, or such other amount as is certified as necessary
for the purposes of the Renewal and Replacement Fund by the Consulting Engineer and as
approved by the City Council. The moneys in said Renewal and Replacement Fund shall
be used only for the purpose of paying the cost of extensions, enlargements or additions to
or the replacement of capital assets of the system and emergency repairs thereto. Such
moneys on deposit in such Fund shall also be used to supplement the Reserve Account if
necessary in order to prevent a default in the payment of the principal of and interest on
the obligations.
(6) To the extent junior lien bonds are issued and outstanding (which
subordinated bonds the Issuer reserves the right to issue), the Issuer shall next apply
moneys in the Revenue Fund to the payment of principal of, redemption premium, if any,
and interest on such subordinated debt of the Issuer.
(7) The balance of any moneys remaining in the Revenue Fund after
the above required payments have been made may either be deposited into either the
Renewal and Replacement Fund or the Sinking Fund, or may be used for the purchase or
redemption of Bonds, or may be used by the Issuer for any lawful purpose of the Issuer.
s s s
C. (3) The Issuer shall designate to act as Rebate Administrator for the
Bonds a certified public accountant, a bank or trust company, or any other agent or
employee of the Issuer sufficiently knowledgeable in financial calculations to perform the
obligations of the Rebate Administrator hereunder. The Rebate Administrator is hereby
authorized to hire counsel, accountants or experts which the Rebate Administrator, in its
sole discretion, determines advisable to determine the amount, due dates and any other
requirements pertaining to the Rebate Fund. The Rebate Administrator will not be liable
for any loss occasioned by its reliance on the instructions of such experts. The duties and
responsibilities of the Rebate Administrator may be performed by more than one party.
s s s
R. ISSUANCE OF ADDITIONAL BONDS. Additional Bonds, payable on a
parity from the Pledged Revenues with the Series 1987 Bonds, shall be issued only for the
purposes of refunding a part of the outstanding Bonds or financing the cost of extensions,
additions and improvements to the System and for the acquisition and construction of, and
extensions, additions and improvements to, sewer and/or water systems which are to be
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consolidated with the System and operated as a single combined utility. Additional Bonds,
other than for refunding purposes, shall be issued only upon compliance with all of the
following conditions:
(1) There shall have been obtained and filed with the City Clerk of the
Issuer a certificate of a qualified and recognized firm of independent certified public
accountants stating: (a) that the books and records of the Issuer relative to the System
have been audited by such firm; (b) the amount of the Pledged Revenues derived for the
Fiscal Year preceding the date of issuance of the proposed Additional Bonds or for any 12
consecutive months during the 18 months immediately preceding the date of the issuance
of the Additional Bonds with respect to which such certificate is made, adjusted as herein
below provided; (c) that (i) the aggregate amount of such Pledged Revenues, as adjusted.
for the period for which such Pledged Revenues are being certified is equal to not less
than 125% of the Maximum Bond Service Requirement becoming due in any Fiscal Year
thereafter, and (ii) the Net Revenues, adjusted for rate increases as hereinbelow provided,
are equal to not less than 80% of the Maximum Bond Service Requirement coming due in
any Fiscal Year, respectively, on all Bonds then outstanding, and on the Additional Bonds
with respect to which such certificate is made. For purposes of the calculation of Net
Revenues in clause (c) above, Net Revenues may be adjusted for changes in Net Revenues
caused by: (1) rate increases enacted prior to the issuance of such Additional Bonds; (2)
any customers added prior to the issuance of such Additional Bonds; (3) the completion or
addition of a project prior to the issuance of such Additional Bonds; (4) a project or
acquisition of a system funded by such Additional Bonds which involves a customer base
with historical collections substantiating such amount; and (5) 50% of an independent
consulting engineers estimate of the average of 3 years of Net Revenues generated by
such project funded by such Additional Bonds after completion of said project.
(2) Pledged Revenues certified pursuant to (b) in the previous paragraph
shall be adjusted for purposes of this Subsection by removing therefrom any Pledged
Revenues previously released pursuant to Section 16U of this Resolution.
(3) Each ordinance or resolution authorizing the issuance of Additional
Bonds will recite that all of the covenants herein contained will be applicable to such
Additional Bonds.
(4) The Issuer shall not be in default in performing any of the covenants and
obligations assumed hereunder, and all payments herein required to have been made into
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the accounts and funds, as provided hereunder, shall have been made to the full extent
required.
U. RELEASE OF CERTAIN PLEDGED REVENUES. The Public Service Tax
Revenues, the Franchise Revenues and the Guaranteed Entitlement Funds, or any of such
revenue sources, may, at the option of the Issuer, be released from the pledge and lien of
this Resolution and of the Bonds then outstanding, effective upon adoption by the Issuer of
a resolution or resolutions designating and declaring the revenue source or sources
released, attaching the sworn certificate of an independent certified public accountant
described in this Subsection 16U and directing the giving of notice in the manner
described in this Subsection 16U.
In the event the annual Net Revenues, together with any of the Pledged
Revenues proposed to be retained as initially pledged, for the two (2) most recent Fiscal
Years, shall be certified by the sworn certificate of an independent certified public
accountant to equal at least 125% of the Maximum Bond Service Requirement for Bonds
then outstanding, then the lien of the holders of such Bonds on the revenue source or
sources designated for release shall be forthwith released and extinguished upon adoption
of said resolution. Nothing in this Resolution shall prevent the reinstatement of the
pledges of any revenue source or sources after release thereof, by subsequent resolution
adopted by the Issuer at any time at the option of the Issuer. The Issuer shall, not later
than fifteen days after adoption of any such resolution of release, cause to be published in
a financial newspaper or journal published in the City of New York, New York, a notice to
the effect that the above described condition has been met, that a sworn certificate of an
independent certified public accountant is on file with the Bond Registrar, and that the
lien of the holders of Bonds on the designated revenue source or sources and the pledge
thereof to the Bonds is released and extinguished.
All such sworn certificates of the independent certified public accountant may
be inspected during business hours by any holder of Bonds, and the Issuer shall mail copies
of all such certificates to any holder of Bonds requesting the same."
(c) A new Section 25 is hereby inserted into the Resolution and the Sections
of the Resolution designated as Section 25 and Section 26 are hereby redesignated as
Section 26 and Section 27, respectively, as follows:
I
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"Section 25. AMBAC INDEMNITY AS BOND INSURER. The following
provisions shall apply with respect to any Bonds as to which AMBAC Indemnity has issued
a Municipal Bond Insurance Policy:
(1) "AMBAC Indemnity" shall mean AMBAC Indemnity Corporation, a
Wisconsin -domiciled stock insurance company.
(2) "Municipal Bond Insurance Policy" shall mean the municipal bond
insurance policy issued by AMBAC Indemnity insuring the payment when due of the
principal of and interest on the Bonds as provided therein.
(3) Any provision of this Resolution expressly recognizing or granting rights
in or to AMBAC Indemnity may not be amended in any manner which affects the rights of
AMBAC Indemnity hereunder without the prior written consent of AMBAC Indemnity.
(4) Unless otherwise provided in this Section, AMBAC Indemnity's consent
shall be required in addition to Bondholder consent, when required, for the following
purposes: (i) execution and delivery of any amendment, supplement or change to or
modification of this Resolution and (ii) initiation or approval of any action not described
in (i) above which requires Bondholder consent.
(5) Anything in this Resolution to the contrary notwithstanding, upon the
occurrence and continuance of an event of default as defined herein, AMBAC Indemnity
shall be entitled to control and direct the enforcement of all rights and remedies
granted to the Bondholders under this Resolution and AMBAC Indemnity shall also be
entitled to approve all waivers of events of default.
(6) While the Municipal Bond Insurance Policy is in effect, the Issuer shall
furnish to AMBAC Indemnity:
(a) as soon as practicable after the filing thereof, a copy of any
financial statement of the Issuer and a copy of any audit and annual report of the
Issuer;
(b) a copy of any notice to be given to the registered owners of the
Bonds and any certificate rendered pursuant to this Resolution relating to the security
for the Bonds; and
(c) such additional information as it may reasonably request.
(7) The Issuer will permit AMBAC Indemnity to discuss the affairs,
finances and accounts of the Issuer or any information AMBAC Indemnity may
reasonably request regarding the security for the Bonds with appropriate officers of the
Issuer. The Issuer will permit AMBAC Indemnity to have access to the Project and have
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access to and to make copies of all books and records relating to the Bonds at any
reasonable time.
(8) Notwithstanding any other provision of this Resolution, the Registrar
shall immediately notify AMBAC Indemnity if at any time there are insufficient moneys
to make any payments of principal and interest as required and immediately upon the
occurrence of any event of default hereunder.
(9) Authorized Investments shall mean only the investments described in
clause (e) of the definition of Authorized Investments in Section 2 of this Resolution
and the following:
(a) direct obligations of (including obligations issued or held in book
entry form on the books of the Department of the Treasury of the United States of
America), or obligations the principal of and interest on which are unconditionally
guaranteed by the United States of America;
(b) bonds, debentures or notes or other evidences of indebtedness
payable in cash issued by any one or a combination of any of the following federal
agencies whose obligations represent full faith and credit of the United States of
America: Export Import Bank of the United States, Federal Financing Bank, Farmer's
Home Administration, Federal Housing Administration, Maritime Administration, Public
Housing Authority, Government National Mortgage Association;
(c) the following investments fully insured by the Federal Deposit
Insurance Corporation or the Federal Savings and Loan Insurance Corporation: (a)
certificates of deposit, (b) savings accounts, (c) deposit accounts, or (d) depository
receipts of a bank, savings and loan associations and mutual savings banks;
(d) certificates of deposit, either in excess of FDIC or FSLIC
insurance or without FDIC or FSLIC insurance, properly secured at all times, at levels
rated A by Standard & Poor's Corporation by collateral security described in (a) above.
Such agreements are only acceptable with commercial banks, savings and loans
association and mutual savings banks;
(e) commercial paper rated in one of the two highest rating
categories by Standard & Poor's Corporation and Moody's Investors Service, or
commercial paper backed by a letter of credit or line of credit rated in one of the two
highest rating categories;
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M Pre -refunded municipal obligations defined as follows:
any bonds or other obligations of any state of the United States
of America or of any agency, instrumentality or local governmental unit of any such
state (i) which are not callable at the option of the obligor prior to maturity or as to
which irrevocable notice has been given by the obligor to call such bonds or obligations
on the date specified in the notice, (ii) which are fully secured at levels rated A by
Standard & Poor's Corporation as to principal and interest and redemption premium, if
any, by a fund consisting only of cash or obligations described in paragraph (a) above
which fund may be applied only to the payment of such principal of and interest and
redemption premium, if any, on such bonds or other obligations on the maturity date or
dates thereof or the specified redemption date or dates pursuant to such irrevocable
instructions, as appropriate, (iii) which fund is sufficient, as verified by an independent
certified public accountant, to pay principal of and interest and redemption premium, if
any, on , the bonds or other obligations described in this paragraph (f) on the maturity
date or dates thereof or on the redemption date or dates specified in the irrevocable
instructions referred to in subclause (i) of this paragraph (f), as appropriate and (iv)
which are rated in the highest rating category of either Standard & Poor's Corporation
and Moody's Investors Service, or any successors thereto.
Corporation; and
(g) money market funds rated AAA by Standard & Poor's
(h) banker's acceptances of commercial banks (which banks must be
rated for unsecured debt at the time of investment and reinvestment in the two highest
classifications established by not less than two standard rating services) maturing not
more than 360 days after the date of purchase; and
(i) investment agreements approved by AMBAC Indemnity
Corporation, Standard & Poor's Corporation and Moody's Investors Service.
"Value" below.
The value of the above investments shall be determined as provided in
"Value", as of any particular time of determination, means that the
value of any investments shall be calculated as follows:
(a) as to investments the bid and asked prices of which are
published on a regular basis in The Wall Street Journal (or, if not there, then in The New
York Times): the average of the bid and asked prices for such investments so published
on or most recently prior to such time of determination;
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(b) as to investments the bid and asked prices of which are not
published on a regular basis in The Wall Street Journal or The New York Times: the
average bid price at such time of determination for such investments by any two
nationally recognized government securities dealers (selected by the Issuer in its
absolute discretion) at the time making a market in such investments or the bid price
published by a nationally recognized pricing service;
(c) as to certificates of deposit and bankers acceptances: the
face amount thereof, plus accrued interest; and
(d) as to any investment not specified above: the value thereof
established by prior agreement between the Issuer and AMBAC Indemnity Corporation.
If more than one provision of this definition of "value" shall apply at any
time to any particular investment, the value thereof at such time shall be determined in
accordance with the provision establishing the lowest value for such investment.
If Bonds insured by the Municipal Bond Insurance Policy and Bonds not so
insured are outstanding at the same time, Authorized Investments shall include only
those investments described in both this Section and in Section 2 hereof.
(10) The following procedures shall apply for payment pursuant to the
Municipal Bond Insurance Policy:
(A) As long as the bond insurance shall be in full force and effect,
the Issuer and the Registrar agree to comply with the following provisions:
(a) if five (5) days prior to an interest payment date the
Registrar determines that there will be insufficient funds in the funds and accounts to
pay the principal of or interest on the Bonds on such interest payment date, the
Registrar shall so notify AMBAC Indemnity. Such notice shall specify the amount of
the anticipated deficiency, the Bonds to which such deficiency is applicable and
whether such Bonds will be deficient as to principal or interest, or both.
(b) the Registrar shall, after giving notice to AMBAC Indemnity
as provided in (a) above, make available to AMBAC Indemnity and the United States
Trust Company of New York, as insurance trustee for AMBAC Indemnity, the
registration books of the Issuer maintained by the Registrar, and all records relating to
the funds and accounts maintained under this Resolution.
(c) the Registrar shall provide AMBAC Indemnity and the United
States Trust Company of New York with a list of registered owners of Bonds entitled to
receive principal or interest payments from AMBAC Indemnity under the terms of the
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Municipal Bond Insurance Policy, and shall make arrangements with United States Trust
Company of New York (i) to mail checks or drafts to the registered owners of Bonds
entitled to receive full or partial interest payments from AMBAC Indemnity, and (ii) to
pay principal upon Bonds surrendered to United States Trust Company of New York by
the registered owners of Bonds entitled to receive full or partial principal payments
from AMBAC Indemnity.
(d) the Registrar shall, at the time it provides notice to AMBAC
Indemnity pursuant to (a) above, notify registered owners of Bonds entitled to receive
the payment of principal or interest thereon from AMBAC Indemnity (i) as to the fact
of such entitlement, (ii) that AMBAC Indemnity will remit to them all or a part of the
interest payments next coming due, (iii) that should they be entitled to receive full
payment of principal from AMBAC Indemnity, they must tender their Bonds (along with
a form of transfer of title thereto) for payment to United States Trust Company of New
York, as insurance trustee for AMBAC Indemnity, and not the Registrar, and (iv) that
should they be entitled to receive partial payment of principal from AMBAC Indemnity,
they must tender their Bonds for payment thereon first to the Registrar, who shall note
on such Bonds the portion of the principal paid by the Registrar, and then, along with a
form of transfer of title thereto, to United States Trust Company of New York as
insurance trustee for AMBAC Indemnity, which will then pay the unpaid portion of
principal.
(e) AMBAC Indemnity shall, to the extent it makes payment of
principal of or interest on Bonds, become subrogated to the rights of the recipients of
such payments in accordance with the terms of the Municipal Bond Insurance Policy,
and to evidence such subrogation (i) in the case of subrogation as to claims for past due
interest, the Registrar shall note AMBAC Indemnity's rights as subrogee on the
registration books of the Issuer maintained by the Registrar upon receipt from AMBAC
Indemnity of proof of the payment of interest thereon to the registered owners of the
Bonds, and (ii) in the case of subrogation as to claims for past due principal, the
Registrar shall note AMBAC Indemnity's rights as subrogee on the registration books of
the Issuer maintained by the Registrar upon surrender of the Bonds by the registered
owners thereof together with proof of the payment of principal thereof.
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(11) Notwithstanding any other provision of this Resolution in determining
whether the rights of the Bondholders will be adversely affected by any action taken
pursuant to the terms and provisions of this Resolution, the Issuer shall consider the
effect on the Bondholders as if there were no Municipal Bond Insurance Policy."
Section 2. AWARD OF BONDS. The City hereby finds, determines and
declares that the recent volatility in the municipal bond market is presently so great
that a competitive public sale on a date which must be fixed well in advance for the
receipt of bids would prove extremely costly should such date occur during an upswing
in the market. Therefore, the flexibility to choose to award or not to award the bonds
on a day to day basis is needed to assure the best interest rate obtainable for the bonds
which can only be accomplished by sale on a negotiated basis. Pursuant to the
Resolution, the negotiated sale of the principal amount of the Bonds, specified in the
title to this resolution, to the Underwriter is hereby authorized and the City has
received the disclosure required by Section 218.385, Florida Statutes. A copy of which
is attached to the Purchase Contract as Exhibit "B" thereto. The offer in the form of
the Purchase Contract, attached hereto as Exhibit "A" and made a part hereof, relating
to the purchase of the Bonds is hereby accepted and the Bonds are hereby awarded and
sold to the Underwriter at the purchase price and upon the terms and conditions set
forth in the Purchase Contract.
Section 3. DESCRIPTION OF SERIES 1987 BONDS. The Bonds of this
installment shall be designated "Series 198711, shall be issued in fully registered form,
shall be numbered consecutively from R-1 upward in the order of their maturities; shall
be in such denominations; shall be dated; shall bear interest, at such rates, payable on
such dates and in such years, and shall mature on the dates and in the amounts, all as
specified in Exhibit "A" to the Purchase Contract.
Section 4. REDEMPTION PROVISIONS. The Bonds shall be redeemable
upon the terms and provisions and in the manner provided in Exhibit "A" to the Purchase
Contract.
Section 5. APPROVAL OF OFFICIAL STATEMENT FOR BONDS. The
use of the preliminary Official Statement relating to the Bonds, in the form attached to
the Purchase Contract as Exhibit "E", and made a part thereof, with such revisions as
shall hereafter be approved by the Mayor of the City, such approval to be evidenced by
his execution thereof, is hereby authorized and approved in connection with marketing
of the Bonds, and the proper officers of the City are further authorized to execute the
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final Official Statement, revised to reflect the provisions of the Purchase Contract and
the provisions of this resolution and to deliver same to the Underwriter.
Section 6. EXECUTION OF PURCHASE CONTRACT AND
AUTHORIZATION OF ALL OTHER NECESSARY ACTION. The proper officers of the
City are hereby authorized and directed to execute and deliver the Purchase Contract
and to execute the Bonds when prepared and deliver the same to the Underwriter upon
payment of the purchase price pursuant to the conditions stated in the Purchase
Contract. The Mayor, the City Administrator, the City Clerk, the City Attorney and
the bond counsel for the City are each designated agents of the City 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 City which are necessary or desirable in
connection with the execution and delivery of the Bonds and which are not inconsistent
with the terms and provisions of this resolution and other actions relating to the Bonds
heretofore taken by the City.
Section 7. PAYING AGENT, REGISTRAR AND ESCROW
HOLDER. Barnett Banks Trust Company, N.A., Jacksonville, Florida, is hereby appointed
Paying Agent, Registrar and Escrow Holder in connection with the Bonds.
Section 8. RESERVE ACCOUNT. The City shall fully fund the Reserve
Account for the Series 1987 Bonds on the date of issuance thereof.
Section 9. DESIGNATION OF BONDS. The City hereby represents and
finds that it reasonably anticipates not more than $10 million of tax exempt obligations
(other than certain private activity bonds) will be issued by the City and its subordinate
governmental entities in calendar year 1987. The City hereby directs its Mayor to
recertify these representations and findings upon issuance of the Series 1987 Bonds, and
the Series 1987 Bonds are hereby designated as a "qualified tax-exempt obligation" under
Section 265(b)(3) of the Code.
Section 10. RESOLUTION TO REMAIN IN EFFECT. All other Sections
and provisions of the Resolution, not expressly amended herein, shall remain in full force
and effect.
Section 11. SEVERABILITY OF INVALID PROVISIONS. If any one or
more of the covenants, agreements or provisions herein contained shall be held contrary
to any express provisions of law or contrary to the policy of express law, though not
expressly prohibited, or against public policy, or shall for any reason whatsoever be held
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invalid, then such covenants, agreements or provisions shall be null and void and shall be
deemed separable from the remaining covenants, agreements or provisions and shall in no
way affect the validity of any of the other provisions hereof or of the Bonds issued
hereunder.
Section 12. REPEALING CLAUSE. All ordinances or resolutions or parts
thereof of the Issuer in conflict with the provisions herein contained are, to the extent of
such conflict, hereby superseded and repealed.
Section 13. EFFECTIVE DATE. This resolution shall take effect immed-
iately upon its adoption.
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Introduced and adopted in regular session assembled this 1?1#1-) day of
1987.
CITY OF OKEECHOBEE, FLORIDA
ayor
(SEAL)
Attest:
City Clerk
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