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1993.05.20_TC_Minutes_SpecialF ~ t~ - .. TOWN OF HIGHLAND BEACH, FLORIDA • Minutes of Town Commission Meeting SPECIAL MEETING Thursday, May 20, 1993 1:30 p.m. Mayor Arlin Voress called the Special Meeting of the Town Commis- sion Town of Highland Beach, Florida, to order at 1:30 p.m. in the Commission Chambers at Town Hall. Also in attendance were Vice Mayor Bill Paul, Commissioners John F. Rand, and David Augenstein. Absent was Commissioner Arthur Eypel. Others in attendance were the Town's Attorney Cormac Conahan, Bond Counsel Richard Ellington, Peter J. Czajkowski, 1st Vice President of Stifel, Nicolaus & Co., Inc., Finance Director Michael Seaman, Town Clerk Anne M. Kowals, and members of the general public. Mayor Voress noted the Special Meeting was called for the purpose of adopting a resolution authorizing the issuance of General Obli- gation Refunding Bonds, Series 1993, of the Town of Highland Beach and providing for certain other matters deemed necessary and proper in connection with the issuance of the bonds. The Mayor explained he would like to conduct the meeting in the following manner: • request Commissioner Rand advise the Town Commission on his review of the documents before us; have Attorney Conahan, representing the Town Commission, to present his viewpoints regarding said documents and any other issues he wishes to speak about; have Bond Counsel Richard Ellington provide any input to the Town Commission he has; and, ask Peter Czajkowski of Stifel, Nicolaus & Co., Inc., to make any comments he wishes to make. Following those discussions, the public will be invited to comment regarding the information presented thus far. Thereafter, Commis- sioner Rand will be called upon to present whatever motion or motions are appropriate. The Commission will then hold further discussion, invite addition- al public input from the audience; then, the Commission will vote on the motion or motions. Town Commission Special Meeting Minutes May 20, 1993 • Page 2 of 5 At this time, Commissioner Rand, having proposed the refinancing bond issue last March, noted it is incumbent upon him to comment about the matter in its final stage. Having reviewed every word in the Preliminary Official Statement dated 5/12/93, prepared by the underwriters, the Commissioner noted he had a number of ques- tions pertaining to the meaning and facts reflected therein as well as to a few comments which he felt were erroneous and/or needed further explanation. These questions were reviewed on Monday (5/17) morning with our Finance Director, Michael Seaman, who contacted the underwriters regarding changes the Commissioner suggested be implemented and which have been done. Therefore, as far as the official statement is concerned, the Commissioner said he feels the information contained therein is correct and should be accepted by the Commission. The Commissioner noted, on Tuesday, he and Finance Director Seaman met with Attorney Cormac Conahan to review the remaining bond documents, received late Monday afternoon, which the Commission will consider for execution and the Mayor will endorse. Commis- sioner Rand noted these documents adequately reflect the objective of this bond issue and the duties and responsibilities of all parties concerned. Attorney Conahan will sign a document, in- cluded in the packet submitted to the Town, confirming his review • of the documents and that our Town Attorney approves all the documentation as to form and legal sufficiency. In conclusion, Commissioner Rand advised he is most pleased to state this bond refinancing issue will result in the savings in interest costs to the Town of an approximate sum of $201,387.00 for the life of the bond; the documentation the Commission will sign adequately safeguards the best interests of our Town and its residents. As there were no questions from the Members regarding Commissioner Rand's comments, Mayor Voress called on Attorney Conahan for his views of the documents. Attorney Cormac Conahan, Town Attorney Thomas E. Sliney's partner, advised the documents were reviewed and appropriate corrections implemented. Attorney Conahan stated the Commission will adopt Resolutions No. 629 and No. 630 which have the effect of adopting the provisions of the bond, the Bond Purchase Contract as well as authorizing the Mayor and other officials to execute the necessary documents, and the Escrow Deposit Agreement with Nations Bank who will act as the Escrow Trustee. Town Commission Special Meeting Minutes May 20, 1993 • Page 3 of 5 Attorney Conahan noted he reviewed all the documents and found them in correct order, they are lawful, and he, like Commissioner Rand, views this as a perfectly timed event. Noting this is an outstanding effort, Attorney Conahan stated Commissioner Rand should be complimented regarding this matter. As Members had no questions for Attorney Conahan, Bond Counsel Richard Ellington was requested to address the Commission. Bond Counsel Richard Ellington of Gary, Dytrych & Ryan, P.A., advised there are two Resolutions, one of which has several exhibits attached, to be approved. Resolution No. 629 is the authorizing resolution setting out the paramaters and guidelines by which we will operate in doing this transaction. Resolution No. 630 is a detailed resolution making the appointments of your registrar, paying agent, escrow agent; it approves the Preliminary Official Statement, the Bond Purchase Contract; it provides the Truth in Bonding Statement required by Florida Law which gives a detail of what is actually transpiring; and, it includes a Dis- closure Statement required by Florida Law, as well as a form of the Escrow Deposit Agreement. What will happen is we will close next week on the sold bonds, the money will be delivered by the underwriter who will take possession of the actual bond certifi- • Cates. At that time, the debt funds will be deposited with your escrow agent who will hold those monies until defeasance of the outstanding 1979 bonds; once this is accomplished, the 1993 bonds will kick in and we will begin to pay on same. Attached to Reso- lution No. 630 is a certificate as to the total debt savings as required by Florida Law. The Finance Director has submitted a letter recommending a negotiated, rather than a competitive sale, based upon the changing whims of the market, and that he believes it was the best transaction for the Town to undertake for this type of issue. At this point, Commissioner Rand, noting accolades have been extended to him regarding this bond issue, extended his congratu- lations to the underwriter and the Bond Counsel for the excellent task they did in putting the matter together, as well as to our Town Counsel for his cooperation in reviewing the documentation to permit us to do this arrangement at a very propitious time. Mr. Peter Czajkowski, called upon by Mayor Voress to comment, thanked the Town Commission for allowing his firm to serve as the underwriter. Mr. Czajkowski noted many good things happened since they were first appointed as the Town's underwriters which resulted in greater savings than anticipated initially. The underwriters were able to make the case to the rating agency that • Town Commission Special Meeting Minutes May 20, 1993 • Page 4 of 5 the Town is a great credit investment. Much of the information that was necessary to make a public offering was readily available in the Town's Annual Report which made the rating agency comfort- able enough to give the Town an 'A' rating. One of the advantages the Town had is that these were bank qualified bonds providing an advantage in terms of expense deductions for banks to own these bonds; said advantage is not available in normal tax exempt bonds. Through the Town's government cable channel, residents were informed these bonds were available; however, the interest rates were so low that the bonds did not appeal to the residents. Mr. Peter Czajkowski, citing page 2 of his handout, a copy of which is attached to and made a part of these minutes, stated the interest rates were actually lower than some other AAA rated bonds that were priced on the same day; we did not end up getting a bond insurance policy which saved an insurance premium and ended up with essentially similar interest rates. That is why the size of the bond issue is a little smaller than was shown previously. The short term rate is at 2.75$ with the highest rate of the entire sequence at 4.8$. Upon a request from Mayor Voress for public comment, Mr. Leonard Bell of 2727 South Ocean Boulevard, as a tax payer and interested citizen, extended thanks to Commissioner Rand on behalf of the residents of Highland Beach. Mr. Bell suggested a paragraph be included in the issue of the Newsletter welcoming residents back in the fall to acknowledge the work done by Commissioner Rand on behalf of the Town. Mr. Jose Echeverria of Russell Drive noted he would have preferred higher interest rates on this bond issue. COMMISSIONER RAND made a MOTION that the Town Commission adopt Resolution No. 629, titled General Obligation Refunding Bonds - Series 1993. VICE MAYOR PAUL SECONDED the MOTION. As there were no public comments forthcoming, Mayor Voress asked for a roll call vote on the MOTION. Vice Mayor Paul, Commissioner Rand, Commissioner Augenstein, and Mayor Voress voted "AYE" on said MOTION. In conjunction therewith, COMMISSIONER RAND stated he would like further to make a MOTION that the Town Commission adopt Resolution No. 630 which is in effect an amendment of Resolution No. 629 which would let us finalize this bond issue. COMMISSIONER AUGENSTEIN SECONDED the MOTION. Town Commission Special Meeting Minutes May 20, 1993 • Page 5 of 5 A roll call resulted with Commissioner Rand, Commissioner Augenstein, Vice Mayor Paul, and Mayor Voress casting "AYE" votes in favor of the MOTION. Mayor Voress, noting this concludes the reason and business of the current Commission meeting, called for a MOTION to adjourn. Upon proper MOTION by COMMISSIONER RAND/VICE MAYOR PAUL, Mayor Voress adjourned the Special Meeting of the Town Commission at 1:50 p.m. APPROVED : ~„~-~~_,./~ ~ _ Arlin oress, May Bil Paul, Vice Mayor Absent) rthur EypelsCommiss ssioner r~ ~J Dav ssioner AT T; atec ~-':~_ ~~~ <<~ amk Town of Highland Beach, Florida General Obligation Bonds Level Savings Case ~urces and Uses Statement S©URCES Bond Proceeds 1,310,000.00 Payments Due on Refunded Bonds 88,000.00 Accrued Interest 4,028.74 1,402,028.74 USES Cost of Defeasance to Call 1,347,635.25 Underwriter's Discount 2.00 26,200.00 Accrued Interest 4,028.74 Cost of Issuance Legal 10,000.00 Rating Agency 4,500.00 Trustee/Escrow Agent 1,250.00 • Printing 6,000.00 Accounting 1,500.00 Miscellaneous 914,75 1,402,028.74 ~n of Highland Beach, Florida eral Qbligation Refunding Bonds, Series 1993 Debt Service to Maturity Dated: May 1, 1993; Closed: Accrued Interest: 4,028 Bond Yield: 4.426% Period Ending Principal Coupon May 27, 1993 Interest Total Annual 1/1/94 3?,188 3?,188 7/1/94 50,000 2.75% 27,891 ?7,891 115,080 1/1/95 2?,204 27,204 7/1/95 55,000 3.20% 27,204 82,204 109,408 1/1/96 26,324 26,324 7/1/96 55,000 3.50% 26,324 81,324 107,648 1/1/97 25,361 25,361 7/1/9? 65,000 3.80% 25,361 9Q,361 115,723 1/1/98 24,126 24,126 7/1/98 140,000 4.00% 24,126 164,126 188,253 1/1/99 21,326 21,326 7/1/99 145,000 4.20% 21,326 166,326 187,653 1/1/00 18,281 18,281 7/1/00 145,000 4.35% 18,281 163,281 181,563 1/1/01 15,128 15,128 . 7/1/Oi 155,000 4.45% 15,128 170,128 185,255 1/1/02 11,679 11,679 ?/1/02 155,000 4.55% 11,679 166,679 178,358 1/1/03 8,153 8,153 ?/1/03 170,000 4.65% 8,153 178,153 186,305 1/1/04 4,200 4,200 7/1./04 175,000 4.80% 4,200 1?9,200 183,400 1,310,000 428,642 1,?38,642 • awn of Highland Beach, Florida eral Obligation Bonds Level Savings Case Savings Analysis Total Annual Period Current Proposed Proposed Annual Ending Debt Service *Debt Service ** Debt Service Savings Savings 7/1/93 0 0 0 1/1/94 46,500 33,160 13,340 7/1/94 86,500 77,891 111,051 8,609 21,949 1/1/95 45,000 27,204 17,796 7/1/95 85,000 82,204 109,408 2,796 20,593 1/1/96 43,500 26,324 17,176 7/1/96 83,500 81,324 10?,648 2,176 19,353 1./1/97 42,000 25,361 16,639 ?/1/9? 92,000 90,361 115,723 1,639 18,278 1/1/98 40,125 24,126 15,999 7/1/98 165,125 164,126 188,253 999 16,998 1/1/99 35,438 21,326 14,111 7/1/99 170,438 166,326 187,653 4,111 18,223 i/1/00 30,375 18,281 12,094 7/1/00 1?0,375 163,281 181,563 7,094 19,188 1/1/01 25,125 15,128 9,998 ?/1/01 175,125 170,128 7,85,255 4,998 ~ 14,995 • 1/1/02 19,500 11,679 7,821 7/1/02 179,500 166,679 178,358 12,821 20,643 1/1/03 13,500 8,153 5,348 7/1/03 188,500 178,153 186,305 10,348 15,695 1/1/04 6,938 4,200 2,738 7/1/04 191,938 179,200 183,400 12,738 15,475 1,936,000 1,?34,613 1,734,613 201,38? Net Present Value Savings @ Bond Yield 159,889 Savings as a ~ of Net Bonds Refunded 12.89 * Net of Town Contribution to Sources of Funds _ __ ** Net of Accrued Interest