93-R-11RESOLUTION NO. 93-R-11
A RESOLUTION AWARDING $12,460,000 WATER AND
SEWER REVENUE REFUNDING BONDS, SERIES 1993,
OF THE CITY OF EDGEWATER, FLORIDA;
AUTHORIZING EXECUTION AND DELIVERY OF A BOND
PURCHASE AGREEMENT FOR SUCH BONDS; FIXING
THE DATE, DENOMINATIONS, MATURITIES, INTEREST
RATES AND REDEMPTION PROVISIONS WITH RESPECT
TO SUCH BONDS; AUTHORIZING USE OF AN OFFICIAL
STATEMENT IN CONNECTION WITH DISTRIBUTION OF
SUCH BONDS AND OTHER ACTION IN CONNECTION
WITH THE ISSUANCE AND DELIVERY OF SUCH BONDS;
DESIGNATING AN ESCROW AGENT, PAYING AGENT
AND REGISTRAR FOR SUCH BONDS; AND PROVIDING
AN EFFECTIVE DATE.
WHEREAS, the City Council of the City of Edgewater, Florida (the "Issuer") has,
by Resolution No. 93-R-11 duly adopted on June 3. 1993 (as supplemented hereby.
the "Bond Resolution") authorized the issuance of Water and Sewer Revenue
Refunding Bonds, Series 1993 of the Issuer in the aggregate principal amount of
$12,460,000 (the "Bonds"); and
WHEREAS, the Issuer desires to supplement the Bond Resolution by adoption
of this Resolution; and
WHEREAS, the Issuer hereby finds that the timing, size and complexity of the
financing and the present volatility of the municipal bond market require that its
terms be negotiated at private sale rather than offered by competitive bid at public sale
in order to assure the most favorable terms in the bond market and, therefore, has
determined to sell the Bonds at private, negotiated sale; and
WHEREAS, the Issuer has received an offer to purchase the Bonds in the form
of a Bond Purchase Agreement dated June 3, 1993 attached hereto as Exhibit "A" (the
"Purchase Contract") from A. G. Edwards & Sons, Inc. (the "Underwriter"), the
acceptance of which the Issuer determines to be in its best interest and hereby
approves; and
WHEREAS, the Issuer desires to approve and ratify the use of the Official
Statement, in substantially the form of the Preliminary Official Statement dated May
18, 1993 attached hereto as Exhibit "B" (the "Preliminary Official Statement'), to
designate the Escrow Agent, Paying Agent and Registrar for the Bonds, and to
authorize the taking of all necessary action in connection with the delivery of the
Bonds; NOW THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDGEWATER,
FLORIDA.
Section I. AWARD OF BONDS. The Issuer hereby finds, determines and
declares that the timing and size of the issue and complexity of the financing plan for
the Bonds, and current rapidly changing bond market conditions require that the sale
of the Bonds be negotiated at private sale rather than offered by competitive bid at
public sale in order to assure the necessary flexibility to change the maturities,
redemption features and yields necessary to obtain the most favorable terms in the
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bond market. The negotiated sale of the principal amount of Bonds stated in the
Purchase Contract is hereby authorized pursuant to Section 218.385, Florida
Statutes. The offer in the form of the Purchase Contract, attached hereto as Exhibit
"A" and made a part hereof, relating to the purchase of the Bonds is hereby accepted
and such principal amount of Bonds are hereby awarded and sold to the Underwriter
at the purchase price and upon the terms and conditions set forth in the Purchase
Contract attached hereto. The Issuer acknowledges receipt of the information required
by Section 218.385, Florida Statutes, in connection with the negotiated sale of the
Bonds. A copy of the Underwriter's letter containing the required information is
attached to the Purchase Contract as Exhibit "C" and "D" thereto.
Section 2. APPROVAL OF OFFICIAL STATEMENTS FOR BONDS. The use
of a final Official Statement relating to the Bonds, in substantially the form of the
Preliminary Official Statement, with such revisions as are consistent with the
Purchase Contract and as shall hereafter be approved by the Mayor and City Manager
of the Issuer, such approval to be evidenced by their execution thereof, is hereby
authorized and approved in connection with marketing of the Bonds, and the proper
officers of the Issuer are hereby authorized to certify that the Preliminary Official
Statement is "deemed final" as of its date for purposes of, and except for certain
omissions permitted by, SEC Rule 15c2-12, and are hereby authorized to execute the
final Official Statement and to deliver same to the Underwriter. Use by the
Underwriter of the Preliminary Official Statement in marketing the Bonds is hereby
ratified and approved.
Section 3. EXECUTION OF PURCHASE CONTRACT, PAYING AGENT
AGREEMENT AND AUTHORIZATION OF ALL OTHER NECESSARY ACTION. The
proper officers of the Issuer are hereby authorized and directed to execute and deliver
the Purchase Contract and to execute the Bonds when prepared and deliver the same
to the Underwriter upon payment of the purchase price and pursuant to the
conditions stated in the Purchase Contract. The proper officers of the Issuer are
hereby authorized to execute and deliver a Paying Agent Agreement, in form approved
by the Mayor, City Manager and City Attorney, and deliver the same to the Paying
Agent. The Mayor, City Clerk, City Manager, City Attorney, and Livermore & IUein,
P.A., bond counsel for the Issuer, are each designated agents of the Issuer in
connection with the issuance and delivery of the Bonds, and are authorized and
empowered, collectively or individually, to take all action and steps to execute and
deliver any and all instruments, documents or contracts on behalf of the Issuer which
are necessary or desirable in connection with the execution and delivery of the Bonds
and which are not inconsistent with the terns and provisions of this resolution and
other actions relating to the Bonds heretofore taken by the Issuer.
Section 4. DESIGNATION OF ESCROW AGENT, PAYING AGENT AND
REGISTRAR. NationsBank, N.A., Fort Lauderdale, Florida, is hereby designated and
approved as escrow agent, paying agent and registrar for the Bonds.
Section 5. SEVERABDdTY OF INVALID PROVISIONS. If any one or more of
the covenants, agreements, or provisions herein contained shall be held contrary to
any express provision of law or contrary to the policy of express law, though not
expressly prohibited, or against public policy, or shall for any reason whatsoever be
held invalid, then such covenants, agreements or provisions shall be null and void and
shall be deemed separable from the remaining covenants, agreements or provisions
and shall in no way affect the validity of any of the other provisions hereof.
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Section 6. REPEALING CLAUSE. All ordinances and
resolutions or parts thereof of the Issuer in conflict with the
provisions herein contained are, to the extent of such conflict,
hereby superseded and repealed.
Section 7. EFFECTIVE DATE. This resolution shall take
effect immediately upon its adoption.
After Motion by Councilman Mitchum and Second by
Councilwoman Martin the vote on this resolution was as
follows:
Mayor Jack H. Hayman, Sr. AYE
Councilman Kirk Jones AYE
Councilwoman Louise A. Martin AYE
Councilman Mike Bays ABSENT
Councilman David L. Mitchum AYE
PASSED AND DULY ADOPTED this 3rd day of June, 1993.
",.ATTEST:
Susan J. Wadsworth
City Clerk
LK-06/02/93-3368-AwardRes
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CITY COUNCIL OF THE
CITY OF EDGEWATER, FLORIDA
By: }GL/
Jack H yman, Sr.
mayor
APPROVED FOR FORM
AND CORRECTNESS:
aniel U. Livermore, Jr.
Bond Counsel
Livermore S Klein, P.A.
1750 Gulf Life Tower
Jacksonville, FL 32207
(904)399-0500