HomeMy WebLinkAboutResolution 2003-30 Bond Purchase Contract
RESOLUTION NO. 2003-30
A RESOLUTION SUPPLEMENTING RESOLUTION NO.
2003-28 OF CITY OF WINTER SPRINGS, FLORIDA BY
AWARDING THE NEGOTIATED SALE OF $8,870,000
ORIGINAL PRINCIPAL AMOUNT OF CITY OF WINTER
SPRINGS, FLORIDA IMPROVEMENT REFUNDING
REVENUE BONDS, SERIES 2003 TO STIFEL, NICOLAUS
& COMPANY, INCORPORATED, HANIFEN IMHOFF
DIVISION, GARDNYR MICHAEL CAPITAL INC. AND
WILLIAM R. HOUGH & CO. AND THE EXECUTION AND
DELIVERY OF A BOND PURCHASE CONTRACT;
MAKING CERTAIN FINDINGS; ESTABLISHING THE
INTEREST RATES, MATURITY SCHEDULE, AND
, REDEMPTION PROVISIONS FOR SAID BONDS;
APPROVING FORMS OF SAID BONDS; APPROVING THE
FORM OF AND AUTHORIZING THE USE OF THE
OFFICIAL STATEMENT AND AUTHORIZING AND
RATIFYING USE OF THE PRELIMINARY OFFICIAL
STATEMENT; AUTHORIZING CERTAIN OFFICIALS
AND EMPLOYEES OF CITY OF WINTER SPRINGS,
FLORIDA TO TAKE ALL ACTIONS REQUIRED IN
CONNECTION WITH THE ISSUANCE, SALE AND
DELIVERY OF SAID BONDS INCLUDING THE
EXECUTION OF THE DISCLOSURE DOCUMENT;
APPOINTING THE PAYING AGENT AND REGISTRAR
FOR THE BONDS; APPROVING THE FORM OF AN
ESCROW DEPOSIT AGREEMENT AND APPOINTING AN
ESCROW HOLDER TO SERVE THEREUNDER; CALLING
THE PRIOR BONDS FOR EARLY REDEMPTION;
APPROVING A BOOK-ENTRY SYSTEM OF
REGISTRATION FOR THE BONDS; CANCELING THE
AUTHORIZED BUT UNISSUED BONDS; PROVIDING
CERT AlN OTHER DETAILS WITH RESPECT TO SAID
BONDS; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Commission of the City of Winter Springs, Florida has, pursuant to
Resolution No. 2003-28 adopted on June 9, 2003 (the "Resolution"), authorized the issuance of
its not exceeding $9,000,000 City of Winter Springs, Florida Improvement Refunding Revenue
Bonds, Series 2003 (the "Bonds" or the "2003 Bonds") (a) to currently refund the Prior Bonds;
(b) to purchase for deposit to the subaccount in the Reserve Account created for the benefit of
the Bonds a surety bond in an amount equal to the Reserve Requirement for the Bonds; and
(c) pay certain costs of issuing and delivering the Bonds; and
WHEREAS, the City of Winter Springs, Florida (the "Issuer") now desires to approve
the sale of its Bonds pursuant to the Bond Purchase Contract (hereinafter defined) and in
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furtherance thereof, to appoint a Registrar and Paying Agent, to authorize distribution of an
Official Statement in connection with the issuance of the Bonds, to approve the form of the
Escrow Deposit Agreement, and to make certain other determinations concerning the Bonds.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF WINTER SPRINGS, FLORIDA, AS FOLLOWS:
Section 1. Definitions. All words and phrases used herein in capitalized form, unless
otherwise defined herein, shall have the meaning ascribed to them in the Resolution.
Section 2. Authorization. The sale of $8,870,000 original principal amount of City of
Winter Springs, Florida Improvement Refunding Revenue Bonds, Series 2003, to Stifel,
Nicolaus & Company, Incorporated, Hanifen, Imhoff Division, Gardnyr Michael Capital, Inc.
and William R. Hough & Co. (collectively, the "Underwriter") upon the terms and conditions set
forth in the Bond Purchase Contract (the "Contract") attached hereto as Exhibit "A" and
incorporated by reference is hereby approved. The authorization granted in the resolution to
issue $130,000 ofthe Bonds that will not be issued is hereby canceled.
Section 3. Negotiated Sale. The City Commission hereby determines that a negotiated
sale of the 2003 Bonds to the Underwriter is in the best interests of the Issuer because of
prevailing market conditions, because delays caused by soliciting competitive bids could
adversely affect the Issuer's ability to issue and deliver the 2003 Bonds at presently favorable
interest rates, and because the nature of the security for the 2003 Bonds and the sources of
payment of debt service on the 2003 Bonds requires the participation of an underwriter in
structuring the Bond issue.
Section 4. Description of Bonds. The 2003 Bonds shall be issued as Serial Bonds and
Term Bonds (all such being Current Interest Bonds) and shall be initially registered pursuant to a
book-entry system in the name of Cede & Co., as nominee of The Depository Trust Company,
and shall bear interest payable on each April 1 and October 1 commencing October 1, 2003 at
the fixed rates per annum, shall mature in the amounts and on the dates and shall be subject to
redemption all as set forth in Exhibit "A" to the Contract. The 2003 Bonds shall be dated July I,
2003.
Section 5. Preliminary Official Statement and Official Statement. The form and
content of the Preliminary Official Statement dated June 11,2003, relating to the Bonds attached
hereto as Exhibit "B", is hereby approved. The use of such document by the Underwriter in the
marketing of the 2003 Bonds is hereby ratified. The Mayor and the City Manager are hereby
authorized to execute on behalf of the Issuer an Official Statement relating to the 2003 Bonds, in
substantially the form and content as the Preliminary Official Statement, with such additions,
deletions, and changes thereto, including such additions, deletions and other changes as may be
necessitated by this Resolution and the Contract as such officers may approve (such approval to
be conclusively evidenced by their execution of said Official Statement), and to deliver such
Official Statement to the Underwriter.
Section 6. Form of Bonds. The 2003 Bonds shall be in substantially the form as set
forth in the Resolution, with such additions, deletions and other changes thereto as the officials
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of the Issuer executing the 2003 Bonds shall approve, such approval to be conclusively
evidenced by the execution of the 2003 Bonds (by manual or facsimile signature) by such
officials.
Section 7. Continuing Disclosure Certificate. The form and content of the Continuing
Disclosure Certificate (the "Disclosure Document") relating to the 2003 Bonds attached hereto as
Exhibit "C" is hereby approved. The Mayor and the Clerk are hereby authorized to execute on
behalf of the Issuer the Disclosure Document in substantially the form attached hereto, with such
additions, deletions, and other changes as such officers may approve (such approval to be
conclusively evidenced by their execution of the Disclosure Document).
Section 8. Paying Agent and Registrar. Wachovia Bank, National Association is
hereby appointed to serve as Registrar and .paying Agent for the Bonds.
Section 9. Escrow Deposit Agreement. The form and content of the Escrow Deposit
Agreement (the "Escrow Agreement") pursuant to which certain proceeds of the 2003 Bonds
will be deposited together with other legally available moneys to defease the Prior Bonds in the
form attached hereto as Exhibit "D" is hereby approved. All of the then Outstanding Prior
Bonds maturing after October 1, 2003 are hereby irrevocably called for redemption on
October 1, 2003 at the redemption price of 102% of the principal amount of such Prior Bonds
together with accrued interest to the redemption date. The Mayor and the Clerk are hereby
authorized to execute on behalf of the Issuer the Escrow Deposit Agreement in substantially the
form attached hereto, with such additions, deletions, and other changes as such officers may
approve (such approval to be conclusively evidenced by their execution of the Escrow
Agreement). Wachovia Bank, National Association is hereby appointed to serve as Escrow
Holder pursuant to the Escrow Agreement.
Section 10. Other Actions. The Mayor, the City Manager, the City Attorney, the Clerk,
and the Finance Director (collectively the "Issuer Officers"), and Akerman Senterfitt as Bond
Counsel and Public Financial Management, Inc., as the Issuer's Financial Advisor are hereby
authorized and directed to take all actions necessary or desirable in connection with the issuance
and delivery of the 2003 Bonds and the consummation of all transactions in connection
therewith. The Issuer Officers are hereby authorized and directed to execute all necessary or
desirable certificates, documents, papers, and agreements for the undertaking and fulfillment of
all transactions referred to in or contemplated by the Resolution, the Official Statement, this
Resolution, and the Contract.
Section 11. Approval of Prior Actions. All actions taken to date by the members of the
City Commission and the officers, agents, and employees of the Issuer in furtherance of the
issuance of the Bonds are hereby approved, confirmed and ratified.
Section 12. Inconsistent Resolutions and Motions. All prior resolutions of the Issuer
inconsistent with the provisions of this Resolution are hereby modified, supplemented and
amended to conform with the provisions herein contained and, except as so modified,
supplemented and amended heregy, shall remain in full force and effect.
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Section 13. Effective Date. This Resolution shall become effective immediately upon
its adoption.
IN WITNESS WHEREOF, this Resolution has been duly adopted this 23rd day of June,
2003.
CITY OF WINTER SPRINGS, FLORIDA
By: Mayor
[SEAL]
ATTEST:
By: City Clerk
Approved as to form:
City Attorney
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