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R-89-646 e, e F&L DRAFT OF 10/23/89 RESOLUTION NO. 646 A RESOLUTION SUPPLEMENTING RESOLUTION NO. 644 OF THE CITY COUNCIL OF THE CITY OF CLERMONT, FLORIDA, ADOPTED OCTOBER 24, 1989, ENTITLED: fA RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CLERMONT, FLORIDA, PROVIDING FOR THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF CERTAIN CAPITAL PROJECTS FOR THE CITY; AUTHORIZING THE ISSUANCE BY THE CITY OF NOT EXCEEDING $2,070,000 IN AGGREGATE PRINCIPAL AMOUNT OF SALES TAX REVENUE BONDS, SERIES 1989, TO FINANCE THE COST OF SUCH PROJECTS AND PAY THE COSTS OF ISSUANCE OF SUCH BONDS; PLEDGING TO SECURE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON SUCH BONDS THE MONEYS RECEIVED BY THE CITY FROM THE ONE-CENT DISCRETIONARY INFRASTRUCTURE SALES SURTAX AND FROM THE LOCAL GOVERNMENT HALF-CENT SALES TAX, ALL MONEYS ON DEPOSIT IN AND INVESTMENTS HELD FOR THE CREDIT OF CERTAIN FUNDS CREATED HEREUNDER AND THE EARNINGS ON SUCH INVESTMENTS; MAKING CERTAIN COVENANTS AND AGREEMENTS FOR THE BENEFIT OF THE HOLDERS OF SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE;" FOR THE PURPOSE OF ACCEPTING THE INSURER'S COMMITMENTS; DESIGNATING THE BONDS FOR THE EXCEPTION CONTAINED IN SECTION 265 OF THE INTERNAL REVENUE CODE OF 1986 WHICH DENIES FINANCIAL INSTITUTIONS ANY DEDUCTION FOR INTEREST EXPENSE ALLOCABLE TO TAX-EXEMPT OBLIGATIONS; FIXING THE DATE, MATURITIES, INTEREST RATES AND REDEMPTION PROVISIONS FOR THE BONDS; ACCEPTING THE DISCLOSURE STATEMENT OF THE BOND PURCHASER AND AUTHORIZING A NEGOTIATED SALE OF THE BONDS AND THE EXECUTION AND DELIVERY OF A PURCHASE CONTRACT WITH . RESPECT TO THE BONDS; APPROVING A DRAFT OFFICIAL STATEMENT WITH RESPECT TO THE BONDS AND AUTHORIZING A FINAL OFFICIAL STATEMENT WITH RESPECT THERETO; APPOINTING THE REGISTRAR AND PAYING AGENT FOR THE BONDS; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CLER- MONT, FLORIDA, as follows: -1- e e SECTION 1. DEFINITIONS. The terms used in this resolu- tion shall have the respective meanings assigned to them in the original Instrument and in this section, unless the text hereof clearly otherwise requires: fBond Counsel" shall mean Foley & Lardner, Jacksonville, Florida, bond counsel to the Issuer with respect to the issuance of the Bonds. "City Council" shall mean the City Council of the Issuer. "original Instrument" shall mean Resolution No. 644 adopted by the city Council on October 24, 1989, the title of which is quoted in the title of this resolution. fDraft Official Statement" shall mean the draft official statement relating to the Bonds attached hereto as Exhibit A. "Purchase Contract" shall mean the Purchase Contract attached hereto as Exhibit B. "Purchaser" shall mean Masterson Moreland Sauer Whisman, Inc., the purchaser of the Bonds. SECTION 2. AUTHORITY FOR THIS RESOLUTION. This resolu- tion is adopted pursuant to the provisions of the Act and other applicable provisions of law. SECTION 3. FINDINGS. It is hereby found and determined that: (A) On October 24, 1989, the City Council duly adopted the Original Instrument for the purpose of authorizing the acqui- sition and construction of the Initial Project and the issuance of the Bonds to pay the cost thereof. (B) The Issuer has received from Municipal Bond Investors Assurance corporation (the fInsurer") a commitment to provide a policy of municipal bond insurance with respect to the Bonds and a commitment to provide a debt service reserve fund surety bond with respect to the Bonds, copies of which are attached hereto as Exhibit C; and it is in the best financial interest of the Issuer that the Issuer accept said commitments. (C) The Issuer desires to qualify the Bonds for the exception contained in section 265(b) (3) of the Code to the pro- visions contained in section 265(b) of the Code which deny finan- cial institutions any deduction for interest expense allocable to -2- e e tax-exempt obligations acquired after August 7, 1986, and to de- signate the Bonds for the purpose of qualifying for such excep- tion; and the city council does hereby find and determine that the aggregate face amount of all qualified tax-exempt obligations (excluding private activity bonds, as defined in section 141 of the Code, other than qualified 501(c) (3) bonds, as defined in section 145 of the Code), including the Bonds, issued by or on behalf of the Issuer (and all subordinate entities thereof) dur- ing the 1989 calendar year is not expected to exceed $10,000,000, and that as of the date hereof, no tax-exempt obligations issued or authorized to be issued by or on behalf of the Issuer (and all subordinate entities thereof), other than the Bonds, have been designated by the Issuer for the purpose of qualifying for such exception. (D) It is necessary, appropriate and in accordance with Sections 2.01 and 2.02 of the Original Instrument that the City Council adopt this supplemental resolution at this time in order to fix the date of the Bonds and their maturity dates, interest rates, redemption provisions and other terms, preparatory to the sale thereof to the Purchaser as herein authorized and provided. (E) The City Council is advised that due to the present volatility of the market for tax-exempt public obligations such as the Bonds, it is in the best interest of the Issuer to sell the Bonds by a negotiated sale, allowing the Issuer to enter such market at the most advantageous time, rather than at a specified advertised future date, thereby permitting the Issuer to obtain the best possible price, interest rate and other terms for the Bonds and, accordingly, the City Council does hereby find and determine that it is in the best financial interest of the Issuer that a negotiated sale of the Bonds be authorized. The Purchaser has offered to purchase the Bonds and has submitted to the Issuer the Purchase Contract expressing the terms of such offer; and the City Council does hereby find and determine that it is in the best financial interest of the Issuer that the terms expressed in the Purchase Contract be accepted by the Issuer and that the Mayor and the City Clerk be authorized to execute its acceptance on the Purchase Contract. (F) It is appropriate that the Issuer approve a draft official statement and that the Issuer authorize the distribution of a final official statement contemporaneously with the issuance and delivery of the Bonds for the purpose of acquainting potential investors with pertinent information with respect to the Issuer and the Bonds. For this purpose, it is appropriate that the Draft Official Statement be approved and that preparation and distribu- tion of a final official statement be authorized in substantially the form of the Draft Official Statement, the final form thereof to be approved by the Mayor and the City Clerk at any time at or prior to the issuance of the Bonds. -3- e e (G) It is necessary and appropriate that the Issuer appoint a registrar and a paying agent for the Bonds, and the institution hereinafter named is acceptable to the Issuer; and it appears to the City council that the same is qualified to serve as Registrar and Paying Agent for the Bonds in accordance with the terms of the original Instrument. SECTION 2. ACCEPTANCE OF INSURANCE COMMITMENTS. The Issuer hereby accepts the Insurer's commitments to provide a policy of municipal bond insurance with respect to the Bonds and a debt service reserve fund surety bond with respect to the Bonds; and the Mayor is hereby authorized to execute and deliver on behalf of the Issuer appropriate evidence of such acceptance. SECTION 3. DESIGNATION OF BONDS. For purposes of quali- fying the Bonds for the exception contained in section 265(b) (3) of the Code to the provisions of Section 265(b) of the Code which deny financial institutions any deduction for interest expense allocable to tax-exempt obligations acquired after August 7, 1986, the Issuer hereby designates the Bonds for such exception. SECTION 4. SPECIFICATIONS. The Bonds shall be dated as of November 1, 1989, shall be in denominations of $5,000 or inte- gral multiples thereof, and shall bear interest at such rates, payable on such dates, mature on such dates, be redeemable prior to maturity upon such terms and conditions and have such other terms as are set forth in the Draft Official Statement. SECTION 5. SALE OF THE BONDS; AUTHORIZATION OF EXECU- TION OF PURCHASE CONTRACT. The Purchaser having filed with the City Council the disclosure statement required by section 218.385(4), Florida Statutes, as amended, a copy of which is at- tached hereto as an exhibit to the Purchase Contract, the Bonds are hereby sold and awarded to the Purchaser at the price and on such other terms and conditions stated in the Purchase Contract. The Mayor and the City Clerk are hereby authorized to execute the Issuer's acceptance of the Purchase Contract, and said officer and the other officers, agents and employees of the Issuer are hereby authorized and directed to conclude the issuance and de- livery of the Bonds in accordance with the provisions of the Pur- chase Contract. SECTION 6. APPROVAL OF DRAFT OFFICIAL STATEMENT AND AUTHORIZATION OF FINAL OFFICIAL STATEMENT. The delivery of the Draft Official Statement to the Purchaser is hereby approved, and a final official statement in substantially the form of the Draft Official Statement, with such omissions, insertions and variations as may be necessary and/or desirable and approved by the Mayor and the City Clerk prior to the release thereof, is hereby author- ized to be delivered by the Issuer to the Purchaser for distribu- tion contemporaneously with the issuance and delivery of the Bonds. The Mayor and the City Clerk are hereby authorized to evidence -4- e e the Issuer's approval of the final official statement by either's endorsement thereof upon one or more copies, and approval of all such omissions, insertions and variations may be presumed from such endorsement upon any copy of such final official statement. Bond Counsel is hereby directed to furnish to the Division of Bond Finance of the Department of General Services of the State of Florida a copy of the final official statement, a notice of the impending sale of the Bonds and the other information required by Section 218.38, Florida Statutes, as amended, within the appropriate time periods specified by such section. SECTION 7. REGISTRAR AND PAYING AGENT. Bank South, N.A., a national banking association, Atlanta, Georgia, is hereby appointed as Registrar and paying Agent under the original Instru- ment, to serve as Registrar and Paying Agent for the Bonds; and the Mayor and the City Clerk are hereby authorized to execute and deliver on behalf of the Issuer a registrar and paying agency agreement in a form which shall be approved by the Issuer's at- torney. SECTION 8. AUTHORIZATION OF EXECUTION OF OTHER CERTIFI- CATES AND OTHER INSTRUMENTS. The Mayor and the City Clerk are hereby authorized and directed, either alone or jointly, under the official seal of the Issuer, to execute and deliver certifi- cates of the Issuer certifying such facts as the Issuer's attor- ney, counsel to the Purchaser or Bond Counsel shall require in connection with the issuance, sale and delivery of the Bonds, and to execute and deliver such other instruments as shall be neces- sary or desirable to perform the Issuer's obligations under this resolution, the Original Instrument and the Purchase Contract and to consummate the transactions contemplated hereby and thereby. SECTION 9. ORIGINAL INSTRUMENT IN FULL FORCE AND EFFECT. Except as hereby supplemented, the Original Instrument shall re- main in full force and effect. SECTION 10. REPEALING CLAUSE. All resolutions or parts thereof in conflict herewith are hereby superseded and repealed to the extent of such conflict. SECTION 11. EFFECTIVE DATE. This resolution shall take effect immediately upon its adoption. -5- · ·e PASSED, APPROVED AND ADOPTED this 24th day of October, 1989. CITY COUNCIL OF THE CITY OF CLERMONT, FLORIDA ~¿J?~ Mayor (OFFICIAL SEAL) ATTEST: ~- V/} A ß7 &rk YJ I, Joseph E. Van zile, City Clerk of the City of Cler- mont, Florida, hereby certify that the foregoing is a true and correct copy of Resolution No. 646 of said City passed and adopted on October 24, 1989. fixed 1989. IN WITNESS WHEREOF, I have hereunto set my hand and af- the official seal of said City this 24th day of October, ~M City Clerk, City of ~, Florida . (OFFICIAL SEAL) GF03B44 -6- e EXHIBIT A Draft Official statement e (To be provided by the Purchaser.) e . EXHIBIT B Purchase Contract (To be provided by the Purchaser.) e GF03B44 EXHIBIT C Insurer's Commitments e