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R12-014 RESOLUTION NO. 2012- O l y A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA MAKING CERTAIN FINDINGS; AUTHORIZING THE ISSUANCE OF THE CITY OF BOYNTON BEACH, FLORIDA REVENUE BONDS (CHARTER SCHOOLS OF BOYNTON BEACH) SERIES 2012, IN ONE OR MORE SERIES AT ONE OR MORE TIMES IN THE AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $9,000,000.00 TO PAY OR REIMBURSE THE COST OF THE FACILITIES TO BE ACQUIRED AND EQUIPPED BY CHARTER SCHOOLS OF BOYNTON BEACH, INC., AND TO PAY CERTAIN COSTS OF ISSUANCE OF THE 2012 BONDS; AUTHORIZING THE , EXECUTION, DELIVERY AND /OR USE OF A TRUST INDENTURE, LOAN ' ; AGREEMENT, BOND PURCHASE AGREEMENT, AND OTHER DOCUMENTS AND THE PERFORMANCE OF OBLIGATIONS THEREUNDER; AUTHORIZING THE i NEGOTIATED SALE OF THE 2012 BONDS TO PIPER JAFFRAY & CO. AND DELEGATING THE MAYOR AND CITY MANAGER TO FIX THE FINAL TERMS AND CONDITIONS OF THE 2012BONDS AND DOCUMENTS SUBJECT TO CERTAIN PARAMETERS; APPOINTING REGIONS BANK AS THE TRUSTEE, PAYING AGENT AND REGISTRAR; REQUIRING INDEMNIFICATION; AUTHORIZING FURTHER ACTS ON BEHALF OF THE CITY IN CONNECTION WITH THE 2012 BONDS; PROVIDING ' FOR SEVERABILITY; DECLARING FLORIDA LAW AS THE GOVERNING LAW IN CONNECTION WITH THE ISSUANCE OF THE 2012 BONDS; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED by the City Commission (the "Commission ") of the City of Boynton Beach, Florida (the , "City') 1. FINDINGS. The Commission finds, determines and declares that: (a) The City is a municipal corporation duly organized and existing under the laws of the State of Florida and the City is authorized pursuant to the Charter of the City (the "City Charter ") and Part II of Chapter 159, Florida Statutes, as amended and supplemented, or any successor statute and other applicable provisions of law, (the "Act "), to issue its revenue bonds, payable solely from revenues derived by the City from financing agreements with respect to such projects, for the purpose of providing funds to pay all or any part of the costs of "projects" as defined in the Act, (b) Charter Schools of Boynton Beach, Inc , a Florida not - for - profit corporation (the "Company "), intends to acquire and equip charter school facilities (the "Facilities ") located within the City of 1 , Boynton Beach, Florida, the land on which such Facilities are located at 1425 Gateway , Boulevard, Boynton Beach, Florida 33426 and 1325 Gateway Boulevard, 1 Floor, Boynton Beach, Florida 33426 (the "Site ") and improvements thereto (collectively, the "Project "), (c) The Company has requested the City to issue its City of Boynton Beach, Florida Revenue Bonds (Charter Schools of Boynton Beach) Series 2012 (the "Bonds ") in one or more series at one or more times in an aggregate principal amount not to exceed $9,000,000.00, issued pursuant to a Trust Indenture (the "Indenture ") between the City and Regions Bank (the "Trustee "), and the proceeds of the Bonds shall be loaned to the Company pursuant to a Loan ' Agreement (the "Loan Agreement ") between the City and the Company to (a) pay, or reimburse to the Company, Project costs, and (b) pay certain expenses incurred in connection i ; with the issuance of the Bonds, (d) Due to the character of the Bonds, timing, size and complexity of the transactions related to i ' the Bonds, the present volatility of the municipal bond market and the uncertainty inherent in a 1 ' competitive bidding process, it is in the City's best interest to sell the Bonds by delegated, , . negotiated sale rather than by competitive bid at public sale I i ' ' i s i s 1 I ; 's l _ 1' II I I ■ I i , 2. TEFRA HEARING. (a) At this Board meeting and as discussion in the consideration of this Resolution, the City held and conducted a public hearing (the "TEFRA Hearing ") Notice of such hearing was published on , 2012 in the Palm Beach Post, for the purpose of giving all interested persons an opportunity to express their views, either orally or in writing, concerning the Project and proposed issuance of the Bonds as required by Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code ") and, after hearing and reviewing the results of such hearing, the City wishes to approve and authorize the issuance of the Bonds. (b) The Project and the issuance of the Bonds in an aggregate principal amount not to exceed $9,000,000 00 is hereby approved by the City for purposes of Section 147(f) of the Code. 3. AUTHORIZATION AND APPROVAL OF TEFRA HEARING AND BONDS; DESIGNATION. (a) The TEFRA Hearing and the results thereof with respect to the Project and the issuance of the Bonds are hereby approved by the City for purposes of Section 147(0 of the Code (b) The City is hereby authorized to issue, execute and deliver to the Bond Trustee the Bonds in an aggregate principal amount not to exceed $9,000,000.00, the proceeds of which shall be loaned to the Company to (a) pay or reimburse the cost of the Project to be acquired and equipped by the Company, and (b) pay certain expenses incurred in connection with the issuance of the Bonds, and (c) The Bonds shall be designated "CITY OF BOYNTON BEACH, FLORIDA REVENUE BONDS (CHARTER SCHOOLS OF BOYNTON BEACH), SERIES 2012 " (d) For the purposes of any limitation contained herein on the aggregate principal amount of Bonds, the principal amount thereof shall be the initial principal amount on the date of issuance thereof. The Bonds shall be serial bonds or term bonds dated on such date or dates, shall bear interest payable on each date therefor, at such fixed or variable rates (not exceeding the maximum rate permitted by law), shall be numbered and shall mature, subject to prior redemption (both optional and sinking fund redemptions), on such maturity dates (not to exceed fifty (50) years from their date of issue), and shall contain all other details, terms, forms and provisions as are set forth in the Indenture. (e) The Mayor, any Member of the Commission, the City Manager or the City Clerk (as applicable, the "Authorized Representative ") is authorized to execute and attest, on behalf of the City, the Bonds in the forms and containing the terms described herein and to cause the Bonds to be authenticated as set forth in the Indenture (hereinafter defined) and sold or issued as set forth in this Resolution, with such Authorized Representative's execution of the Bonds conclusive evidence of such person's approval of the forms and terms of the Bonds. (fl The Bonds and the premium, if any, and the interest thereon shall (a) not be deemed to constitute a debt, liability or obligation of any authority or county or of the State of Florida or of any political subdivision thereof, including, without limitation, the City, and (b) be payable solely from the revenues and receipts received by the City pursuant to the Loan Agreement, as specifically set forth in the Indenture. Neither the faith and credit nor any taxing power of any authority or any county or of the State of Florida, or of any political subdivision thereof, including, without limitation, the City or Palm Beach County, Florida, is pledged to the payment of the principal of, or premium, if any, or interest on the Bonds. 4. INDENTURE, LOAN AGREEMENT AND OTHER DOCUMENTS. In connection with the issuance of the Bonds and the financing of the Project by the City from the proceeds of the Bonds, the Commission hereby authorizes and approves the execution and delivery and /or use, as the case may be, of the following instruments as shall be approved by an Authorized Representative, with the execution or the acceptance thereof by an Authorized Representative being conclusive evidence of the City's approval of the final form of such documents , with such insertions, filling in of blanks, changes or deletions (collectively, the "Bond Documents ") II II 2 I I i II (a) The Indenture between the City and the Trustee (the "Indenture ") (b) The Loan Agreement between the City and the Company (the "Loan Agreement ") (c) The Bond Purchase Agreement (the "Bond Purchase Agreement ") among the Company, the City and Piper Jaffray & Co , as underwriter (collectively, the "Underwriter "), in relation to the Bonds (d) Such other instruments, certificates, opinions and other matters as the Authorized Representative deems necessary or desirable in connection with these transactions. In addition, the City is authorized and directed to comply with, and satisfy each of the conditions to the issuance of the Bonds, including, without limitation, those conditions contained in the Indenture and the Loan Agreement The proceeds of the Bonds shall be applied as set forth in the Indenture 5. NEGOTIATED SALE OF THE BONDS; AWARD. The negotiated sale of the Bonds to the Underwriter is hereby authorized pursuant to Section 218 385, Florida Statute An Authorized Representative is hereby authorized to award the Bonds to the Underwater, as set forth above, pursuant to the Bond Purchase Agreement, subject to the following conditions (a) The Underwriter's discount on the Bonds shall not be more than (i) $20.00 per $1,000 of the principal amount of the Bonds issued, excluding Underwriter's counsel fees and Underwriter's counsel expenses which shall be finally determined by the Company The Bonds may be sold with an original issue discount or at premiums as the Company and Underwriter may determine (b) The final maturity date on any of the Bonds shall not be later than December 1, 2042. (c) The true interest cost on the Bonds shall not exceed 8 5% per annum (d) All or a portion of the Bonds may be subject to mandatory redemption and or mandatory and /or optional purchase prior to maturity (e) All of the Bonds must be subject to optional redemption by June 1, 2022 at prices no greater than 101.5% of par, plus accrued interest. (f) The City shall have received a disclosure statement from the Underwriter, setting forth the information required by Section 218 385, Florida Statute, as amended, and the Underwriter shall have complied with Section 287 133, Florida Statute (g) The sale and issuance of the Bonds shall take place on or before December 31, 2012 (h) Such other conditions as shall be deemed necessary by the Authorized Representative in consultation with Tripp Scott, P A ( "Bond Counsel ") 6. BOND TRUSTEE. Regions Bank is hereby confirmed as the Trustee, Paying Agent and Registrar under the Indenture. 7. INDEMNIFICATION. ' The City requires, and it shall be included in the Bond Documents, that the Company shall indemnify and save the City and its respective members, officials, Authorized Representative, employees, agents and attorneys thereof harmless against and from all claims, including any attorneys fees and costs incurred in defense of such claims, by or on behalf of any person, firm, corporation or other legal entity arising from the conduct or management of, or from any work or thing done on, any portion of the Project or resulting from any breach of any representation, warranty, agreement or covenant of the Company contained in any Bond Document or from the issuance or sale of any Bonds and from any pecuniary liability by reason of the terms of any Bond Document or the undertakings i required of the City thereunder, by reason of the issuance of any Bonds or Obligations, by reason of the execution of the Indenture or any Bond Document or by reason of the performance of any act i i� i; 3 i, i II i, I requested of the City by the Company, including attorneys fees and costs incurred in defense thereof and including all claims, liabilities or losses, arising in connection with the violation of any statutes or regulation pertaining to the foregoing 8. OTHER. (a) Further Acts The Authorized Representative, employees, agents and persons otherwise acting on behalf of the City are hereby authorized to do all acts and things required of them by this Resolution for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Bonds and this Resolution. The Authorized Representative is hereby authorized and directed to execute and deliver the Bonds and the Bond Documents to which the City is a party, and to do and perform such other acts on behalf of City, as may be necessary or desirable and appropriate to carry out the provisions and complete the transactions contemplated by this Resolution and the Bond Documents (b) Severability In case any one or more of the provisions of this Resolution, of any Bond Document 1 or of any Bond shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions of this Resolution, such Bond Document or such Bond, as the case 1 ! may be, and they shall be construed and enforced as if such illegal or invalid provision had not been contained therein (c) Florida Law The Bonds will be issued, this Resolution is adopted, and the Bond Documents shall be negotiated and drafted with the intent that the laws of the State of Florida shall govern their construction, except as otherwise expressly noted therein iy (d) Definitions Capitalized terms used but not defined herein have the meanings assigned to such terms in the Indenture or the Master Trust Indenture, unless the context in which such terms are used require a different meaning. (e) Effective Date This Resolution shall take effect immediately upon its adoption. This Resolution may be signed in one or more counterparts, each of which shall be originals of this Resolution, but ! all such counterparts shall form but one and the same Resolution [SIGNATURE PAGE TO FOLLOW] 1 {, I ; 4 I I !1 1 ti ) PASSED AND ADOPTED this 1 I day of January 2012. CITY OF BOYNTON BEACH, FLORIDA MAYOR -JOSE ROD: EZ VICE MAYOR - WILLIAM ORLOVE 27 74-- COMMISSIONER - MARLENE ROSS Co '1 • WOODROVV 1 " 7-7 is GY. 0 F_ / i 5 CO r • E - ST VEN HOLZ =.f ONE J ET M PRAINITO, MMC ITY CLERK ATTEST (CORPORATE SEAL) I i 1 hereby certify that I have approved the form and correctness of this Resolution i CITY ATTORNEY f ' I � I 1 i 5 11