Loading...
HomeMy WebLinkAboutResolution 87-14 RESOLUTION NO. 87-14 A RESOLUTION SUPPLEMENTING AND AMENDING RESOLUTION NO. 87-10 ENTITLED: "A RESOLUTION OF THE CITY OF OCOEE, FLORIDA AUTHORIZING THE PAVING AND IMPROVEMENT OF CERTAIN STREETS WITHIN THE CITY LIMITS OF THE CITY OF OCOEE, FLORI DA; AUTHORI ZING THE I SSUANCE OF NOT EXCEEDING $2,500,000 PUBLIC IMPROVEMENT REVE- NUE BONDS, SERIES 1987, TO FINANCE A PORTION OF THE COST OF SUCH PROJECT; PLEDGING REVENUES DERIVED FROM THE FRANCHISE FEES AND LOCAL OPTION GAS TAX FOR THE PAYMENT OF SAID BONDS; PROVIDING FOR THE REJJEASE AND EXTINGUISHMENT OF THE LIEN ON SUCH FRANCHISE FEES; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PHOVI DING AN EFFECTIVE DATE."; BY PROVIDING THAT THE SERIES 1987 BONDS ARE NOT REDEF~ARLE PRIOR TO THEIR FINAL MATURITY; BY MAKING CERTAIN TAX AND OTHER COVENANTS IN REGARD THERETO; RATIFYING AND APPROVING THE NEGOTIATED SALE OF $2,145,000 CITY OF OCOEE, FLORIDA, PUBLIC IMPROVEMENT REVENUE BONDS, SERIES 1987; AWARDING THE SALE THEREOF TO DREXEL BURNHAM LAMBERT INCORPORATED SUBJECT TO THE TERMS AND CONDITIONS OF A PURCHASE CON- TRACT; AUTHORIZING THE DISTRIBUTION AND EXECU- TION OF A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT IN CONNECTION WITH THE DELIVERY OF THE BONDS; APPOINTING A PAYING AGENT AND REGISTRAR; PROVIDING FOR CERTAIN OTHER MATTERS IN CONNECTION WITH THE ISSUANCE AND DELIVERY OF SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Ocoee, Florida (the "Issuer") has by its Resolution No. 87-10 adopted on October 20, 1987, authorized the issuance of not to exceed $2,500,000 City of Ocoee, Florida Public Improvement Revenue Bonds, Series 1987 (the "Bonds") for the pur- pose of f inane ing the cost of pav ing and improving of certain streets within the corporate limits of the Issuer (the "Project"); and WHEREAS, the resolution referred to above is hereinafter referred to as the "Resolution"; and WHEREAS, the proceeds of the Bonds are to be used to pay the costs of the Project including the cost of issuance of the Bonds; and WHEREAS, the Issuer has received an offer from Drexel Burnham Lambert Incorporated, to purchase the Bonds, subject to the terms and conditions contained herein and set forth in a Purchase Contract, a copy of which is attached hereto as Exhibit "A" (the "Purchase Contract"); and WHEREAS, the Issuer did at its meeting on October 20, 1987, based on the facts presented, determine that a negotiated sale of the Bonds was in the Issuer's best interests as set forth herein and did authorize the Mayor to enter into a contract with Drexel Burnham Lambert Incorporated for the sale of the Bonds, such con- tract to be subsequently ratified and approved by the Issuer; and WHEREAS, on October 27, 1987 the Mayor did execute the Purchase Contract on behalf of the Issuer; and WHEREAS, the Issuer now desires to approve the sale of its Bonds pursuant to the Purchase Contract, to authorize execution and distribution of a Preliminary Official Statement and an Official Statement in connection with the issuance of the Bonds and to take certain other action in connection with the issuance and sale of the Bonds; and 2 WHEREAS, the Issuer has been provided all applicable disclos- ure information required by Section 218.385, Florida Statutes, a copy of which is attached hereto as Exhibit "D"; NOW, THEREFORE, BE IT RESOLVED BY THE PEOPLE OF THE CITY OF OCOEE, FLORIDA: SECTION 1. Due to the willingness of Drexel Burnham Lambert Incorporated (the "Underwriter") to purchase $2,145,000 in aggre- gate principal amount of the Bonds at net interest costs otherwise unavailable to the Issuer in the national market for tax exempt revenue obligations, the importance of timing in the marketing of such obligations and the willingness of such Underwriters to assist in the structuring of certain covenants which provide maximum flexibility to the Issuer, the best interest of the public and the Issuer dictates that the Bonds be sold at a negotiated sale and such sale to Drexel Burnham Lambert Incorporated pursuant to the terms and conditions contained in the Purchase Contract and herein is hereby ratified and approved. SECTION 2. The sale of the Bonds to the Underwriters is hereby approved, upon the terms and conditions set forth in the Purchase Contract attached hereto as Exhibit "A" and incorporated by reference. The execution of the Purchase Contract by the Mayor is hereby ratified and approved and the Purchase Contract is approved in the form attached as Exhibit "A". SECTION 3. The Bonds shall be dated, shall bear interest payable at the times, and shall mature as provided in the Purchase 3 Contract. The Bonds are not subject to redemption prior to matur- ity. The use of the proceeds of the Bonds shall be as provided in the Official Statement relating to the Bonds. SECTION 4. The Bonds shall be issued under and secured by the Resolution and shall be executed and delivered by the Mayor and the City Clerk in substantially the form set forth in the Resolution, with such additional changes and insertions therein as conform to the provisions of the Purchase Contract and such execu- tion and delivery shall be conclusive evidence of the approval thereof by such officers. SECTION 5. Barnett Banks Trust Company, N.A. is hereby appointed Paying Agent and Reg istrar, as def ined in the Resolu- tion, for the Bonds. SECTION 6. The distribution by the Underwriters of the Pre- liminary Official Statement, in the form attached hereto as Exhi- bit "B", is hereby approved and ratified. The distribution of a final Official Statement of the Issuer relating to the issuance of the Bonds is hereby approved, such final Official Statement to be in the form of the Official Statement attached hereto as Exhibit "c" with such additional changes, insertions and omissions as may be made and approved by officers of the Issuer executing the same, such execution to be conclusive evidence of any such approval. The Mayor and the City Manager are hereby author ized to execute such Official Statement in substantially the form attached hereto as Exhibit "c" with such additional changes, insertions and omis- sions as may be made and approved by such officers. 4 SECTION 7. Insurance issued by Municipal Bond Investors Assurance Corporation to insure to the holder of any Bond the scheduled payment of pr incipal and interest on behalf of the Issuer is hereby authorized to be purchased and payment for such insurance is hereby authorized from Bond proceeds. A statement of insurance is hereby authorized to be printed on or attached to the Bonds for the benefit and information of the Bondholders. SECTION 8. The Issuer designates the Bonds as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). The Issuer and any subordinate entities of the Issuer do not reason- ably expect dur ing calendar year 1987 to issue more than $10,000,000 of tax-exempt obligations, exclusive of any private activity bonds, as defined in the Code. SECTION 9. In accordance with the Code, the Issuer repre- sents and covenants that it is a governmental unit with general taxing powers: that the Bonds are not private activity bonds as defined in Section 141(a) of the Code. SECTION 10. Section 14 of Resolution No. 87-10 is amended to read as follows: The Series 1987 Bonds are not redeemable prior to final maturity. SECTION 11. The Issuer covenants not to use the proceeds of the Series 1987 Bonds other than for transportation expenditures as defined in and provided for in Section 336.025, Florida Statutes (1985). 5 SECTION 12. All prior resolutions of the Issuer inconsistent with the provisions of this Resolution are hereby modified, sup- plemented and amended to conform with the provisions herein con- tained and except as otherwise modified, supplemented and amended hereby shall remain in full force and effect. SECTION 13. The Mayor, the City Manager and the Clerk or any other appropriate officers of the Issuer are hereby authorized and directed to execute any and all certifications or other instru- ments or documents required by the Resolution, the Purchase Contract or any other document referred to above as a prerequisite or precondition to the issuance of the Bonds and any such repre- sentation made therein shall be deemed to be made on behalf of the Issuer. All action taken to date by the officers of the Issuer in furtherance of the issuance of the Bonds is hereby approved, con- firmed and ratified. SECTION 14. Th is Resolution shall take effect immediately upon its adoption. PASSED by the City Commission of the City of Ocoee, Florida on this 8/t~day of 7~ ' 1987. OJ EE, FL?fI ~~r ATTEST: :J~~ City Clerk Mayor 6