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120689-Special Session482 MINUTES CitY Commission, Sanford, Florida December 19 89 Tl:e City Commission of the City of Sanford, Florida, met in Special Session on Wednesday, December.6, 1989, at 4:00 o'clock P. M% in the City Commission Room, City Hall, Sanford, Florida. Present: Mayor-Commissionsr Bettye D. Smith Commissioner Whitey Eckstein Commissioner Robert B. Thomas Commissioner A. A. McClanahan City Attorney William L. Colbert City Manager Frank A. Faison City Clerk Janet R. Donahoe Absent: Commissioner Lon Howell The meeting was called to order by the Chairman, who announced that the purpose of the meeting was to consider the Series 1989 Certificates of Participation. The City Manager reported that he Underwriters, William R. Hough and Company, Commission's consideration. had reviewed the proposal from the City's Inc., and recommended the proposal for the Art Diamond, Associate, Fishkind and Associates, Financial Advisor, appeared and reported-' that the certificates, which were pre-marketed yesterday by William R. Hough and Company, Inc, are not unique for financing, but do have unique advantages to them. The Certificates of' Participation are structured to the individual lives of. the components that the City seeks to lease, and although this is not a bond issue, to a certain extent it acts like a bond issue, in that it has an interest rate attached to securities, but it is a lease-purchase program and is marketed as such~ Mr. Diamond further reported that the. interest rates range from 5.90% in the first year, out to a 6.90% yield in the 15th year, with the average coupon around 6.58%. Further, we are now in a market where the rates have come down considerably, and the City is wise to take advantage of that. Also, this is the first lease-purchase financing program insured by a bond insurer in the state of Florida, and the fact that a bond insurer was willing to insure the issue speaks very we~l of the issue; Mr. Diamond recommended the City accept William R. Hough and Company's bid. Mitch Owens, Senior Vice President, William R. Hough and Company, Inc., Jacksonville, Florida, Office, appeared and reported the City is lucky to be in the marketplace at this time, since interest rates on~ municipal bonds are going down. Further, this project was tailor-made for the City of Sanford beginning about six months ago, when the City's projects, needs, and ability to repay were studied, and a program created to accomplish what the City needs now, with flexibility for future years. Mr. Owens also reported that the items to be financed provide the security for the Certificates, the City is not pledging revenues, and also, the Certificates are insured~ On motion of Commissioner Thomas., seconded by Commissioner McClanahan and carried by the vote of the Commission as follows: Mayor Smith Aye Commissioner Eckstein Aye Commissioner Thomas Aye Commissioner McClanahan Aye Resolution No. 1572 was adopted. Said Resolution being in. words and figures as follows: RESOLUTION NO. 1572 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SANFORD, FLORIDA APPROVING THE FORMS OF A TRUST INDENTURE, A LEASE PURCHASE AGREEMENT, A GROUND LEASE, AN ASSIGNMENT OF LEASES, RENTS AND PROFITS, AND A LEASEHOLD MORTGAGE AND SECURITY AGREEMENT IN CONNECTION WITH THE ISSUANCE BY THE CITY OF SANFORD FINANCE CORPORATION OF $3,385,000 CERTIFICATES OF PARTICIPATION (1989 CITY OF SANFORD PROJECT); APPROVING THE FORM OF A CERTIFICATE PURCHASE CONTRACT RELATING TO THE NEGOTIATED SALE OF THE CERTIFICATES TO AN UNDERWRITER; AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT IN CONNECTION WITH THE ISSUANCE AND DELIVERY OF SUCH CERTIFICATES AND AUTHORIZING THE DISTRIBUTION THEREOF; RATIFYING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Resolution No. 1568 of the City of Sanford, Florida (the "City"), the City authorized and approved the forms of a Trust Indenture, Lease Purchase Agreement, Assignment of Leases, Rents and Profits, and Leasehold Mortgage and Security Agreemen~ and approved a Ground Lease acceptable to the City Attorney and an authorized officer of the City; and WHEREAS, the aforementioned documents have been substantially revised since the adoption of Resolution No. 1568; and WHEREAS, it is in the best interest of the City to approve the forms of such documents, as revised; and WHEREAS, the City desires to take such other action necessary to facilitate the issuance and delivery of the Certificates; NOW, THEREFORE, BE IT RESOLVED BY THE PEOPLE OF THE CITY OF SANFORD, FLORIDA: Section 1. The Trust Indenture, the Lease Purchase Agreement, the Ground Lease, the Assignment of Rents, Leases and Profits and the Leasehold Mortgage and Security Agreement in substantially the forms attached hereto as Exhibits A, B, C, D and E, respectively, are hereby approved by the City. Such documents shall be subject ~o such ~hanges, insertions or omissions as may be approved by an authorized officer of the City and the City Attorney and ~he execution or acceptance of or consent to such documents shall be deemed conclusive evidence of any such approval. Section 2. It is hereby found and determined that due to the complexity of the financing and the need to coordinate matters among the rating aqencies, the City., the City of Sanford Finance Corporation (the "Corporation"), and the purchasers of the $3,385,000 Certificates of Participation (1989 City of Sanford Project) (the "Certificates"), it is in the best interest of the City to negotiate the sale of the Certificates. The negotiated sale of the Certificates to William R. Hough & Co. (the "Underwriter") pursuant to a Certificate Purchase Contract, in substantially the form attached hereto as Exhibit F, is hereby approved. The Certificate Purchase Contract, with such changes, insertions or omissions as may be approved by an authorized officer of the City such approval to be presumed by the execution thereof, is hereby approved by the City. Section 3. The City hereby approves the Official Statement relating to the Certificates, in substantially the form attached hereto as Exhibit G, and authorizes the use and distribution by the Underwriter of said Official Statement, with such changes, insertions and omissions as may be approved by an authorized officer of the City, such approval to be presumed by the execution thereof. The City hereby ratifies and confirms the use by the Underwriter of the Preliminary Official Statement relating to the Certificates. Section 4. Ail resolutions, or parts thereof, or other official actions of the City in conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. 484 MINUTES City Commission, Sanford, Florida Decembe 6, 19 89 Section 5. This ReSolution shall take effect immediately upon its adoption. PASSED AND ADOPTED BY THE CITY COMMISSION OF THE CITY OF SANFORD, FLORIDA, this 6th day of December, 1989. Mayor ATTEST: ~ty Clerk 2 On motion of Commissioner McClanahan, seconded by Commissioner Thomas and carried by the vote of the Commission as follows,: Mayor Smith Aye Commissioner Eekstein Aye Commissioner Thomas Aye Commissioner McClanahan Aye the Mayor and the City Clerk. were authorized to execute the contract' with William and Company, Inc. There being no further business, the meeting was adjourned. R. Hough Mayor /~/-