080691-Special MeetingCity Commission, Sanford, Florida
19
The City Commission of the City of Sanford, Florida met in Special Meeting on
Tuesday, August 6, 1991 at 1:00 o'clock P.M. in the City Commission Room, City Hall, Sanford,
Florida.
Present: Mayor-Commissioner Bettye D. Smith
Commissioner Whitey Eckstein
Commissioner Robert B. Thomas
Commissioner A. A. McClanahan
Acting City Attorney Donna L. McIntosh
City Manager William A. Simmons
City Clerk Janet R. Donahoe
Absent: Commissioner Lon Howell
Ci'ty Attorney William L. Colbert
The Chairman called the meeting to order.
The first item of business was review of proposal from William R. Hough & Company
(the City's Underwriter), regarding Series 1991 Water and Sewer Revenue Bonds, and advice
from Art Diamond (.the City's Financial Advisor) regarding same.
Art Diamond, Fishkind & Associates, Financial Advisor for the City of Sanford,
appeared and reported that the City will issue a $11,970,000.00 Water and Sewer Revenue Bond
issue, for a term of 30 years (with last maturity in 202I), that said bond issue is insured
by ~4BAC, and receives a AAA rating from Standard & Poor's and Moody's. Further, the
interest rate offered by William R. Hough is 6.504% (true interest cost 7.019%), which is an
extraordinary low interest rate, and that there were two other competing issues in the market
place being offered at a higher interest rate. In comparison, the underwriter's discount for
the last bond issue in 1989 was $18.00 Per thousand dollars of par issue; the present
discount is $13.39. In addition, the long coupon for Water and Sewer Revenue Bonds, Series
1986 was 7 & 7/8%, approximately 7.05% in 1989, and 6.90% for this issue. Mr. Diamond stated
that there has been a distinct improvement in both the spread and interest rate the City'is
paying on water and sewer bonds, and recommended that the Commission accept the bid from
William R. Hough and Company.
Mitch Owens, William R. Hough and Company, appeared and thanked City Manager Bill
Simmons, and Finance Director Carolyn Small for their assistance, and stated that average
interest rates as well as the spread have gone down over the last two issues. Further, the
City of Sanford is well recognized and respected within the Florida bonding community as well
as nationally, which translates into lower rates, thereby yielding lower rates for City
customers.
Ed Buillet, William R. Hough & Company, appeared and briefly reviewed the financing
structure, debt service, and comparisons with other bond issues on the market, as outlined
in Pricing Summary Booklet, dated August 6, 1991.
Randy Hanna, Bryant, Miller and Olive, Legal Counsel for the City of Sanford,
appeared and reported that on May 13, 1991, the City Commission adopted Resolution 1597,
authorizing the issuance of $12,000,000.00, Water and Sewer Revenue Bonds, Series 1991, that
by virtue of a complaint filed with the Circuit Court, said bonds were determined valid, and
that the appeal period regarding same has expired.
On motion of Commissioner McClanahan, seconded by Commissioner Thomas and carried
by the vote of the Commission as follows:
Mayor Smith Aye
Commissioner Eckstein Aye
Commissioner Thomas Aye
Commissioner McClanahan Aye
MINUTES
City Commission, Sanford, Florida
071
19
Resolution No. 1608 was adopted. Said resolution being in words and figures as follows:
RESOLUTION NO. /~
A RESOLUTION AMENDING A RESOLUTION ENTITLED:
"A RESOLUTION PROVIDING FOR THE ACQUISITION
AND CONSTRUCTION OF EXTENSIONS, IMPROVEMENTS
AND ADDITIONS TO THE WATER AND SEWER SYSTEM OF
THE CITY OF SANFORD, FLORIDA; PROVIDING FOR
THE ISSUANCE OF NOT EXCEEDING $12,000,000
WATER AND SEWER REVENUE BONDS, SERIES 1991, OF
THE CITY TO PAY THE COST OF SUCH PROJECTS;
PROVIDING FOR THE RIGHTS OF THE HOLDERS OF
SUCH BONDS; PROVIDING FOR THE PAYMENT THEREOF;
MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS
IN CONNECTION THEREWITH; PROVIDING CERTAIN
OTHER MATTERS IN CONNECTION THEREWITH; AND
PROVIDING AN EFFECTIVE DATE" BY AMENDING AND
SUPPLEMENTING SECTION 2 THEREOF TO INCLUDE A
DEFINITION OF ORIGINAL RESOLUTION AND TO AMEND
THE DEFINITION OF RESERVE REQUIREMENT; BY
AMENDING SECTION 14 THEREOF TO CLARIFY THE
DATE OF MAILING OF REDEMPTION NOTICE; BY
PROVIDING CERTAIN PROVISIONS RELATING TO
MUNICIPAL BOND INSURANCE; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the City of Sanford, Florida (the "Issuer"), has by
a resolution adopted on October 7, 1985, as amended and supple-
meDted and specifically as supplemented by a resolution adopted May
13, 1991
(eo~=~.~r~the "Resolution"), authorized the issuance
of not to exceed $12,000,000 City of Sanford, Florida, Water and
Sewer Revenue Bonds, Series 1991 (the "Series 1991 Bonds"); and
WHEREAS, the Issuer has determined that it is desirable to
amend the Resolution to include a definition of Original Resolution
and to amend the definition of Reserve Requirement; and
WHEREAS, the Issuer has determined that it is desirable to
amend the Resolution to clarify the date of mailing of redemption
notice; and
WHEREAS, the Issuer has authorized the purchase of municipal
bond insurance and has received a commitment for such insurance
from AMBAC Indemnity Corporation; and
WHEREAS, to insure the receipt of municipal bond insurance on
the Series 1991 Bonds, it is necessary to make certain amendments
to the Resolution; and
WHEREAS, all capitalized undefined terms used herein shall
have the meanings set forth in the Resolution;
BE IT ENACTED BY THE PEOPLE OF THE CITY OF SANFORD, FLORIDA:
SECTION 1. Section 2 of the Resolution entitled "Definitions"
is hereby amended and supplemented by adding the following
definition for Original Resolution and amending the definition of
Reserve Requirement as follows:
"Original Resolution" means the resolution authorizing the
Series 1986 Bonds and any Additional Parity Obligations as from
time to time amended or supplemented, in accordance with the terms
thereof.
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City Commission, Sanford, Florida
19
"Reserve Requirement" with respect to the Series 1991 Bonds,
means the lesser of (i) the Maximum Bond Service Requirement for
the Series 1991 Bonds through October 1, 2017, (ii) 125% of the
Average Annual Bond Service Requirement for the Series 1991 Bonds
through October 1, 2017, or (iii) 10% of the net proceeds of the
Series 1991 Bonds. The Issuer covenants and agrees with the
Holders of the Series 1991 Bonds to deposit, no later than October
1, 2017, into the account in the Reserve Fund established for the
benefit of the Series 1991 Bonds an amount equal to the difference
between the amounts on deposit therein and the then Maximum Bond
Service Requirement on the Series 1991 Bonds.
SECTION 2. Section 14 of the Resolution entitled "Provisions
for Redemption" is hereby amended to read as follows:
The Series 1991 Bonds shall be subject to redemption
prior to their maturity, at the option of the Issuer, at such
times and in such manner as shall be fixed by resolution of
the Issuer prior to or at the time of sale of the Series 1991
Bonds.
Notice of such redemption shall, at least thirty (30) days
prior to the redemption date, be filed with the Registrar; and
mailed, first class mail, postage prepaid, to all Holders of Series
1991 Bonds to be redeemed at their addresses as they appear on the
registration books hereinbefore provided for on the fifteenth
(15th) day preceding the date of mailing of such notice, but
failure to mail such notice to one or more Holders of Series 1991
Bonds shall not affect the validity of the proceedings for such
redemption with respect to Holders of Series 1991 ~onds to which
notice was duly mailed hereunder. Each such notice shall set forth
the date fixed for redemption, the redemption price to be paid and,
if less than all of the Series 1991 Bonds of one maturity are to
be called, the distinctive numbers of such Series 1991 Bonds to be
redeemed and in the case of Series 1991 Bonds to be redeemed in
part only, the portion of the principal amount thereof to be
redeemed.
When notice of redemption is given, Series 1991 Bonds called
for redemption will become due and payable on the redemption date
at the redemption price stated in such notice. When a notice of
redemption is given and funds sufficient for redemption are
deposited with the. Registrar, interest on the Series. 1991 Bonds to
be redeemed will cease to accrue on the date fixed for redemption,
such Series 1991 Bonds shall cease to be entitled to any lien,
benefit or security under this Resolution and the Hgldgrs of such
Series 1991 Bonds will have no right in respect thereof except to
receive payment of the redemption price.
Upon surrender of any Series 1991 Bond for' redemption in part
only, the Registrar shall authenticate and deliver to the Bond-
holder thereof, the cost of which shall be paid by the Issuer, a
new Series 1991 Bond of an authorized denomination equal to the
unredeemed portion of the Series 1991 Bond surrende~.~..~
SECTION 3. Section 21 of the Resolution entitled "Defaults;
Events of Default and Remedies" is hereby supplemented by adding
the following paragraphs applicable to the Series 1991 Bonds:
Upon the occurrence and continuation of an event of
default, AMBAC Indemnity shall be entitled to control and
direct the enforcement of all rights and remedies granted to
the Bondholders or. the Paying Agent for the benefit of the
Bondholders under this Resolution, including without limi-
tation: (i) the right to accelerate the principal of the
Series 1991 Bonds as described n this Resolution, and (ii) the
right to annul any declaration of acceleration, and AMBAC
Indemnity shall also be entitled to approve all waivers of
events of default.
Upon the occurrence of an event of default, the Paying
Agent may, with the consent of AMBAC Indemnity,, and shall, at
the direction of AMBAC Indemnity or 25% of the Bondholders
with the consent of AMBAC Indemnity, by written notice to the
Issuer and AMBAC Indemnity, declare the principal of the
Series 1991 Bonds to be immediately due and payable, whereupon
that portion of the principal of the Series 1991 Bonds thereby
coming due and the interest thereon accrued to the date of
payment shall, without further action, become and be immedi-
ately due and payable, anything in this Resolution or in the
Series 1991 Bonds to the contrary notwithstanding.
MINUTES
City Commission, Sanford, Florida
073
19
SECTION 4. Section 24 of the Resolution entitled "Defeas-
ance" is hereby supplemented by adding the following paragraph
applicable to the Series 1991 Bonds:
In the event that the principal and/or interest due on
the Series 1991 Bonds shall be paid by AMBAC Indemnity
pursuant to the Municipal Bond Insurance Policy, the Series
1991 Bonds shall remain Outstanding for all purposes, not be
defeased or otherwise satisfied and not be considered paid by
the Issuer, and the assignment and pledge of the Pledged
Revenues and all covenants, agreements and other obligations
of the Issuer to the registered owners shall continue to exist
and shall run to the benefit of AMBAC Indemnity, and AMBAC
Indemnity shall be subrogated to the rights of such registered
owners.
SECTION 5. A new Section 30 entitled "Municipal Bond Insur-
ance Provisions Applicable to the Series 1991 Bonds" is hereby
created in the Resolution to read as follows, and all subsequent
sections of the Resolution are renumbered to reflect such
insertion:
SECTION 30.
MUNICIPAL BOND INSURANCE PROVISIONS APPLICABLE
TO THE SERIES 1991 BONDS.
(A) Definitions.
"AMBAC Indemnity" shall mean AMBAC Indemnity Corporation,
a Wisconsin-domiciled stock insurance company.
"Municipal Bond Insurance Policy" shall mean the muni-
cipal bond insurance policy issued by AMBAC Indemnity insuring
the payment when due of the principal of and interest on the
Series 1991 Bonds as provided therein.
"Permitted Investments" shall mean for all purposes,
including (i) as defeasance investments in refundfng escrow
accounts and (ii) or the purpose of investing (and receiving
premium credit for) accrued and capitalized interest:
(1)
(2)
Cash (insured at all times by the Federal Deposit
Insurance Corporation or otherwise collateralized with
obligations described in paragraph (2) below), or
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.
,,Permitted Investments" shall mean for all purposes other
than (i) defeasance investments in refunding escrow accounts
and (ii) investing (and receiving premium credit for) accrued
and capitalized interest:
(1)
obligations of any of the following federal agencies
which obligations represent full faith and credit of the
United States of America, including:
(2)
(3)
Export - Import Bank
Farmers Home Administration
General Services Administration
U.S. Maritime Administration
Small Business Administration
Government National Mortgage Association (GNMA)
U.S. Department of Housing & Urban Development
(PHA's)
Federal Housing Administration;
bonds, notes or other evidences of indebtedness rated
"AAA" by Standard & Poor's Corporation and "Aaa" by
Moody's Investor Services issued by the Federal National
Mortgage Association or the Federal Home Loan Mortgage
Corporation with remaining maturities not exceeding three
years;
U.S. dollar denominated deposit accounts, federal funds
and banker's acceptances with domestic commercial banks
which have a rating on their short term certificates of
deposit on the date of purchase of "A-i" or "A-l+" by
Standard & Poor's and "P-l" by Moody's and maturing no
more than 360 days after the date of purchase. (Ratings
on holding companies are not considered as the rating of
the bank);
'lk ~I'T~IkTT Tr[~ tN
City Commission, Sanford, Florida
19
(4)
commercial paper which is rated at the time of purchase
in the single highest classification, "A-i+" by Standard
& Poor's and "P-i" by Moody's Investor Services and which
matures not more than 270 days after the date of
purchase;
(5)
investments in a money market fund rated "AAAm"
or"AAAm-G" or better by Standard & Poor's Corporation;
(6) Pre-refunded municipal obligations defined as follows:
(7)
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 which are not
callable at the option of the obligor prior to maturity
or as to which irrevocable instructions have been given
by the obligor to call on the date specified in the
notice; and (A) which are rated, based on the escrow, in
the highest rating category of Standard & Poor's Corpor-
ation and Moody's Investor Service, Inc. or any succes-
sors thereto; or (B)(i) which are fully secured as to
principal and interest and redemption premium, if any,
by a fund consisting only of cash or obligations
described in paragraph (1) 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 there-
of or the specified redemption date or dates pursuant to
such irrevocable instructions, as appropriate, and
(ii) which fund is sufficient, as verified by a nation-
ally recognized 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 on the maturity date or dates thereof or
on the redemption date or dates specified in the irrevo-
ca~!.e._instructions referred to above, as appropriate;
Investment agreements approved in writing Dy AMBAC Indem-
nity Corporation supported by appropriate opinions of
counsel with notice to Standard & Poor's Corporation;
(8)
the Local Government Surplus Funds Trust Fund,
established pursuant to Chapter 218, Part IV, Florida
Statutes; and
(9)
other forms of investments approved in writing by AMBAC
with notice to Standard & Poor's Corporation.
The value of the above investments shall be determined as
provided in "Value" below.
"Value", which shall be determined as of the end of each
month, means that the value of any investments shall be
calculated as follows:
a)
as to investments the bid and asked price~ 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;
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 Trustee 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, the Trustee and AMBAC Indemnity Corporation.
(B) Consent of AMBAC Indemnity.
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.
MINUTES
City Commission, Sanford, Florida
Unless otherwise provided in this Section, AMBAC Indem-
nity's consent shall be required in addition to Series 1991
Bondholder consent, when required, for the following purposes:
(i) execution and delivery of any supplemental resolution;
and (ii) initiation or approval of any action not described
in (i) above which requires Series 1991 Bondholder consent.
Anything in this Resolution to the contrary notwith-
standing, upon the occurrence and continuance of an event of
default, AMBAC Indemnity shall be entitled to control and
direct the enforcement of all rights and remedies granted to
the Series 1991 Bondholders under this Resolution.
As long as there are Outstanding Parity Bonds and Series
1991 Bonds insured by AMBAC, AMBAC's consent must be obtained
prior to expanding the System to include other utilities.
(C) Notices to be Given to AMBAC Indemnity.
While the Municipal Bond Insurance Polic~ 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 Series 1991 Bonds, including, without limita-
tion, notice of any redemption of or defeasance of Series 1991
Bonds, and any certificate rendered pursuant to this
Resolution relating to the security for the Series 1991 Bonds;
and
(c) such additional information it may reasonably
request.
The Issuer shall notify AMBAC Indemnity of any failure
of the Issuer to provide relevant notices, certificates, etc.
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 Series 1991 Bonds with appropriate
officers of the Issuer. The Issuer will permit AMBAC
Indemnity to have access to the System and have access to and
to make copies of all books and records relating to the Series
1991 Bonds at any reasonable time.
AMBAC Indemnity shall have the right to direct an
accounting at the Issuer's expense, and the Issuer's failure
to comply with such direction within thirty (30) days after
receipt of written notice of the direction from AMBAC
Indemnity shall be deemed a default hereunder; provided,
however, that if compliance cannot occur within such period,
then such period will be extended so long as compliance is
begun within such period and diligently pursued, but only if
such extension would not materially adversely affect the
interests of any registered owner of the Series 1991 Bonds.
Notwithstanding any other provision of this Resolution,
the Issuer shall immediately notify AMBAC Indemnity if at any
time there are insufficient moneys to make any payments of
principal and/or interest as required and immediately upon the
occurrence of any event of default hereunder.
(D) Payment Procedure Pursuant to Municipal Bo~
Insurance Policy.
As long as the Municipal Bond Insurance Policy shall be
in full force and effect, the Issuer and Paying Agent agree
to comply with the following provisions:
(a) At least one (1) day prior to all Interest Payment
Dates the Paying Agent will determine whether there will be
sufficient funds in the Funds and Accounts to pay the
principal of or interest on the Series 1991 Bonds on such
Interest Payment Date. If the Paying Agent determines that
there will be insufficient funds in such Funds and Accounts,
the Paying Agent shall so notify AMBAC Indemnity. Such notice
shall specify the amount of the anticipated deficiency, the
Series 1991 Bonds to which such deficiency is applicable and
whether such Series 1991 Bonds will be deficient as to
principal or interest, or both. If the Paying Agent has not
so notified AMBAC Indemnity at least one (1) prior to an
Interest Payment Date, AMBAC Indemnity will make payments of
principal or interest due on the Series 1991 Bonds on or
before the first (lst) day next following the date on which
AMBAC Indemnity shall have received notice of nonpayment from
the Paying Agent.
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City Commission, Sanford, Florida
19
(b) the Paying Agent shall, after giving notice to AMBAC
Indemnity as provided in (a) above, make available to AMBAC
Indemnity and, at AMBAC Indemnity's direction, to the United
States Trust Company of New York, as insurance trustee for
AMBAC Indemnity or any successor insurance trustee (the
"Insurance Trustee"), the registration books of the Issuer
maintained by the Paying Agent and all records relating to the
Funds and Accounts maintained under this Resolution.
(c) the Paying Agent shall provide AMBAC Indemnity and
the Insurance Trustee with a list of registered owners of
Series 1991 Bonds entitled to.receive principal or interest
payments from AMBAC Indemnity under the terms of the Municipal
Bond Insurance Policy, and shall make arrangements with the
Insurance Trustee (i) to mail checks or drafts to the
registered owners of Series 1991 Bonds entitled to receive
full or partial interest payments from AMBAC Indemnity and
(ii) to pay principal upon Series 1991 Bonds surrendered to
the Insurance Trustee by the registered owners of Series 1991
Bonds entitled to receive full or partial principal payments
from AMBAC Indemnity.
(d) the Paying Agent shall, at the time it provides
notice to AMBAC Indemnity pursuant to (a) above, notify
registered owners of Series 1991 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 o~ the interest
payments next coming due upon proof of Bondholder entitlement
to interest payments and delivery to the Insurance Trustee,
in form satisfactory to the Insurance Trustee, of an
appropriate assignment of the registered owner's right to
payment, (iii) that should they be entitled to receive full
payment of principal from AMBAC Indemnity, they must surrender
their Series 1991 Bonds (along with an appropriate instrument
of assignment in form satisfactory to the Insurance Trustee
to permit ownership of such Series 1991 Bonds to be registered
in the name of AMBAC Indemnity) for payment to the Insurance
Trustee, and not the Paying Agent, and (iv) that should they
be entitled to receive partial payment of principal from AMBAC
Indemnity, they must surrender their Series 1991 Bonds for
payment thereon first to the Paying Agent who shall note on
such Series 1991 Bonds the portion of the principal paid by
the Paying Agent and then, along with an appropriate
instrument of assignment in form satisfactory to the Insurance
Trustee, to the Insurance Trustee, which will then pay the
unpaid portion of principal.
(e) in the event that the Paying Agent has notice that
any payment of principal of or interest on a Series 1991 Bond
which has become Due for Payment and which is made to a
Bondholder by or on behalf of the Issuer has been deemed a
preferential transfer and theretofore recovered from its
registered owner pursuant to the United States Bankruptcy Code
by a trustee in bankruptcy in accordance with the final,
nonappealable order of a court having competent jurisdiction,
the Paying Agent shall, at the time AMBAC Indemnity is noti-
fied pursuant to (a) above, notify all registered owners that
in the event that any registered owner's payment is so
recovered, such registered owner will be entitled to payment
from _~AM~ .~ndemnity to th~._ ~t.~.~ 0f such recovery if
sufficient funds are not otherwise available, and the Paying
Agent shall furnish to AMBAC Indemnity its records evidencing
the payments of principal of and interest on the Series 1991
Bonds which have been made by the Paying Agent and
subsequently recovered from registered owners and the dates
on which such payments were made.
(f) in addition to those rights granted AMBAC Indemnity
under this Resolution, AMBAC Indemnity shall, to the extent
it makes payment of principal of or interest on Series 1991
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 Paying Agent shall note AMBAC Indemnity's rights as
subrogee on the registration books of the Issuer maintained
by the Paying Agent upon receipt from AMBAC Indemnity of proof
of the payment of interest thereon to the registered owners
of the Series 1991 Bonds, and (ii) in the case of subrogation
as to claims for past due principal, the Paying Agent shall
note AMBAC Indemnity's rights as subrogee on the registration
books of the Issuer maintained by the Paying Agent upon
surrender of the Series 1991 Bonds by the registered owners
thereof together with proof of the payment of principal
thereof.
MINUTES
City Commission, Sanford. Florida
077
19__
(E) Parties Interested..Here{n. Nothing in this Resolu-
tion expressed or. implied is intended or shall be construed
to confer upon, or to give to, any person or entity, other
than the Issuer, AMBAC Indemnity, the Paying Agent and the
registered owners of the Series 1991 Bonds, any right, remedy
or claim under or by reason of this Resolution or any cove-
nant, condition or-stipulation hereof, and all covenants,
stipulations, promises and agreements in this Resolution con-
tained by and on behalf of the Issuer shall be for the sole
and exclusive benefit of the Issuer, AMBAC Indemni~y, the Pay-
ing Agent and the registered owners of the Series 1991 Bonds.
(F) Transfer to Reserve Fund. The Reserve Fund
applicable to the Parity Bonds shall be transferred to the
Reserve Fund established for the benefit of the Series 1991
Bonds upon final maturity of the Parity Bonds.
SECTION 6. 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 August, 1991.
CITY OF SANFORD, FLORIDA
(SEAL) By:
ATTEST:
Mayor
Comm~syioner~ /
'~C;mmis s ione~/
Commissioner
~" ~'/ Com~ss xoner
AS THE CITY COMMISSION OF THE
CITY OF SANFORD, FLORIDA
,3n motion of Commissioner Thomas, seconded by Commissioner Eckstein and carried by
the vote of the Commission as follows:
Mayor Smith
Commissioner Eckstein
Commissioner Thomas
Commissioner McClanahan
Resolution No. 1609 was adopted.
A RESOLUTION
Aye
Aye
Aye
Said resolution being in words and figures as follows:
AUTHORIZING THE NEGOTIATED SALE OF
$ ~a~ CITY OF SANFORD, FLORIDA, WATER AND SEWER
REVENUE BONDS, SERIES 1991; AWARDING THE SALE THEREOF TO
WILLIAM R. HOUGH & CO., SUBJECT TO THE TERMS AND
CONDITIONS OF A BOND PURCHASE AGREEMENT; AUTHORIZING THE
DISTRIBUTION AND EXECUTION OF A PRELIMINARY OFFICIAL
STATEMENT AND AN OFFICIAL STATEMENT IN CONNECTION WITH
THE DELIVERY OF THE BONDS; APPOINTING A PAYING AGENT AND
REGISTRAR; PROVIDING CERTAIN OTHER MATTERS IN CONNECTION
WITH THE ISSUANCE AND DELIVERY OF SUCH BONDS; AND PRO-
VIDING AN EFFECTIVE DATE.
WHEREAS, the City of Sanford, Florida (the "Issuer,,), has by
a resolution adopted on October 7, 1985, as amended and supple-
mented and specifically as supplemented by a resolution adopted May
13, 1991 (the "Resolution"), authorized the issuance of not to
exceed $12,000,000 City of Sanford, Florida, Water and Sewer
Revenue Bonds, Series 1991 (the "Series 1991 Bonds"); and
City Commission~ Sanford, Florida
_ 19
WHEREAS, the proceeds of the Series 1991 Bonds are to be used,
together with other available funds of the Issuer, to (i) pay the
cost of various capital improvements to the water system and sewer
system of the Issuer, (ii) make a deposit to the account in the
Reserve Fund established for the benefit of the Series 1991 Bonds
and (iii) pay certain costs of issuance of the Series 1991 Bonds
including the municipal bond insurance premium; and
WHEREAS, the Issuer has received an offer from William R.
Hough & Co. (the "Underwriter") to purchase the Series 1991 Bonds,
subject to the terms and conditions contained herein and set forth
in a Bond Purchase Agreement, a copy of which is attached hereto
as Exhibit "A" (the "Bond Purchase Agreement"); and
WHEREAS, the Issuer now desires to issue its Series 1991
Bonds, to sell its Series 1991 Bonds pursuant to the Bond Purchase
Agreement, to authorize the execution and distribution of a Prelim-
inary Official Statement and an Official Statement in connection
with the issuance of the Series 1991 Bonds and to take certain
other actions in connection with the issuance and sale of the
Series 1991 Bonds; and
WHEREAS, the Issuer has been provided all applicable dis-
closure information required by Section 218.385, Florida Statutes,
a copy of which is attached to Exhibit "D" to the Bond Purchase
Agreement; and
WHEREAS, this resolution shall constitute ~ supplemental
resolution under the terms of the Resolution and all capitalized
undefined terms used herein shall have the meanings set forth in
the Resolution;
BE IT ENACTED BY THE PEOPLE OF THE CITY OF SANFORD, FLORIDA:
SECTION 1. The issuance of the $ /~~ of the Series
1991 Bonds by the City is hereby approved upon the terms and
conditions set forth in the Resolution. ~
SECTION 2. Due to the willingness of the Underwriter to
purchase $ /~?~ in aggregate principal amount of the
Series 1991 Bonds at favorable interest costs and the importance
of timing in the marketing of such obligations it is hereby
determined that it is in the best interest of the public and the
Issuer to sell the Series 1991 Bonds at a negotiated sale and such
sale to the Underwriter pursuant to the terms and conditions
contained in the Bond Purchase Agreement and herein is hereby
authorized and approved.
MINUTES 0 7 9
City Commission, Sanford, Florida
19__
SECTION 3. The Series 1991 Bonds are hereby sold to the
Underwriter, upon the terms and conditions set.forth in the Bond
Purchase Agreement attached hereto as Exhibit "A" and incorporated
by reference. The Mayor and the City Clerk are hereby authorized
to execute such Bond Purchase Agreement in substantially the form
attached as Exhibit "A", with such additional changes, insertions
and omissions therein as do not change the substance thereof and
as may be approved by the said officers of the Issuer executing the
same, such execution to be conclusive evidence of such approval.
SECTION 4. The Series 1991 Bonds shall be dated, shall bear
interest payable at the times, shall mature and shall be subject
to redemption as provided in the Bond Purchase Agreement. The use
of the proceeds of the Series 1991 Bonds, shall be as provided in
the Official Statement relating to the Series 1991 Bonds.
SECTION 5. The Series 1991 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 Bond Purchase Agreement
and such execution and delivery shall be conclusive evidence of the
approval thereof by such officers.
SECTION 6. C&S/Sovran Trust Company (Florida), Fort
Lauderdale, Florida, is hereby appointed Paying Agent and Regis-
trar for the Series 1991 Bonds.
SECTION 7. The distribution by the Underwriter of the
Preliminary Official Statement is hereby approved, confirmed and
ratified. The distribution of a final Official Statement of the
Issuer relating to the issuance of the Series 1991 Bonds is hereby
approved, such final Official Statement to be in substantially the
form attached as an exhibit to the Bond Purchase Agreement, 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 authorized to execute such
official Statement in substantially the form attached to the Bond
Purchase Agreement. The execution of such Official Statement by
such officers is hereby approved with such additional changes,
insertions and omissions as may be made and approved by such
officers.
SECTION 8. All prior resolutions of the Issuer inconsistent
With the provisions of this Resolution are hereby modified, supPle-
mented and amended to conform with the provisions herein~qntained
and except as otherwise modified, supplemented and amended hereby
shall remain in full force and effect. -'
080
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City Commission, Sanford, Florida
19
SECTION 9. The Mayor, the City Manager, the City Attorney
and the City Clerk or any other appropriate officers of the Issuer
are hereby authorized and directed to execute any and all
certifications or other instruments or documents required by the
Resolution, the Bond Purchase Agreement or any other document
referred to above as a prerequisite or precondition to the issuance
of the Series 1991 Bonds and any such representation made therein
shall be deemed to be made on behalf of the Issuer. All action
taken to date by the officers of t~.e Issuer in furtherance of the
issuance of the Series 1991 Bonds is hereby approved, confirmed and
ratified.
SECTION 10. 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 August, 1991.
CITY OF SANFORD, FLORIDA
(SEAL) By:
~/~/ Mayor
ATTEST:
Commissioner / )
,
' ~ommi~sioner -/
AS THE CITY COMMISSION OF THE
CITY OF SANFORD, FLORIDA
Commissioner Eckstein moved to authorize the Mayor and City Clerk to execute the
Bond Purchase Agreement dated August 8, 1991, and attached to Resolution No. 1609, as
"Exhibit A", with William R. Hough and Company (the Underwriter). Seconded by Commissioner
Thomas and carried by the vote of the Commission as follows:
Mayor Smith Aye
Commissioner Eckstein Aye
Commissioner Thomas Aye
Commissioner McClanahan Aye
Mayor Smith announced that there will be a Joint Meeting of the Sanford City
Commission with the Sanford Airport Authority, Tuesday, August 13, 1991 at 11:15 A.M. The
Commission members present confirmed receipt of Agenda regarding same.
There being no further business,
Attest:
City Clerk
the meeting ~as adjourned,