REGULAR COUNCIL MEETING
The Regular Council Meeting was held on January 25, 1993 at 7:30 p.m. with Council President Christiansen presiding. Members present were Councilmen Lambert, Tudor, Leary, Pitts, Salters, Levitt, Daisey and Hare.
Council staff members present were Chief Smith, Mr. Lucas, Mr. Worley, Mr. DePrima, Fire Chief Baker, Mrs. Green and Mr. Rodriguez.
The invocation was given by Pastor Coon, followed by the Pledge of Allegiance.
AGENDA ADDITIONS/DELETIONS
Mr. Lambert requested that an executive session, to discuss legal and personnel matters, be added to the agenda.
Mr. Leary moved to accept the agenda as amended, seconded by Mr. Lambert and unanimously carried.
ADOPTION OF MINUTES - REGULAR COUNCIL MEETING OF JANUARY 11, 1993
The Minutes of the Regular Council Meeting of January 11, 1993 were unanimously approved by motion of Mr. Levitt, seconded by Mr. Leary and bore the written approval of Mayor Knopf.
RESOLUTION - RETIREMENT - MONROE FREEMAN
By motion of Mr. Hare, seconded by Mr. Leary, Council unanimously adopted the following Resolution:
WHEREAS, Monroe Freeman has been a faithful employee of the City of Dover since August 26, 1968; and
WHEREAS, Monroe worked in the City’s Warehouse all of his career, where his organizational abilities resulted in the excellent manner in which the Warehouse has been kept over the years; and
WHEREAS, the performance of his duties and responsibilities were always characterized by an obvious dedication to getting the job done right; and
WHEREAS, Monroe has always been admired by his fellow employees, having been selected as “Employee of the Month” in April 1989 and chosen as the first City of Dover “Employee of the Year” for 1989; and
WHEREAS, after more than 24 years of service, Monroe Freeman has chosen to retire.
NOW, THEREFORE, BE IT RESOLVED that the Mayor and Council of the City of Dover wish Monroe Freeman a happy and healthy retirement and extend their sincere appreciation for the excellent work he has provided to the City of Dover during his employment.
BE IT FURTHER RESOLVED that the City Clerk is hereby directed to make this Resolution a part of the permanent records of the City of Dover as a lasting symbol of appreciation for the services of Monroe Freeman.
ADOPTED: January 25, 1993
Mayor Knopf, Council President Christiansen and City Manager Worley presented the Resolution, Dover Cup and City Plaque to Mr. Freeman in appreciation of his many years of service.
Mr. Freeman conveyed his sincere appreciation to the City of Dover and for the dedication, hard work, and cooperation that he has received from all fellow employees.
RESOLUTIONS - RATIFYING AND CONFIRMING SALE OF $20,985,000 ELECTRIC REVENUE REFUNDING BONDS AND $7,745,000 WATER AND SEWER REVENUE REFUNDING BONDS OF THE CITY OF DOVER (SERIES 1993) AND RELATED MATTERS
Mr. Leary moved that the reading of the Resolutions be acknowledged by title only, seconded by Mr. Levitt and unanimously carried.
Mr. Levitt moved for adoption of the following Resolutions, seconded by Mr. Leary and carried by a unanimous roll call vote:
RESOLUTION RATIFYING AND CONFIRMING SALE OF
$20,985,000 ELECTRIC REVENUE REFUNDING BONDS OF
THE CITY OF DOVER (SERIES 1993) AND RELATED MATTERS
WHEREAS, The City of Dover (the “City”) is authorized pursuant to Chapter 111, Volume 52, Laws of Delaware, as amended, and the City Charter, Chapter 158, Volume 36, Laws of Delaware, as amended (the “Enabling Acts”) to issue revenue bonds for the purpose of financing and refinancing improvements to its electric system;
WHEREAS, pursuant to the Enabling Act, the City adopted a Resolution on December 23, 1985, as supplemented on April 23 and May 29, 1990 (the “Original Resolution”) and pursuant to the Original Resolution, it has issued and there remain outstanding $29,460,000 aggregate principal amount of the City’s Electric Revenue Bonds (Series 1990) (the “Prior Bonds”);
WHEREAS, pursuant to the Original Resolution, by Resolution adopted on December 14, 1992 (the Original Resolution as therein and herein supplemented is hereinafter referred to as the “Bond Resolution”), City Council authorized the Mayor to cause the issuance of up to $22,000,000 of Electric Revenue Bonds to refund any or all of the Prior Bonds to achieve debt service savings;
WHEREAS, pursuant tot he Bond Resolution the Mayor has entered into a Bond Purchase Agreement dated January 13, 1993 (the “Bond Purchase Agreement”) with a syndicate of investment banking firms headed by Butcher and Singer, A Division of Wheat, First Securities Inc. (the “Underwriters”) providing for the City to issue and sell $20,985,000 of its Electric Revenue Refunding Bonds (Series 1993) (the “Series 1993 Bonds”) to refund the Prior Bonds identified under the column “Principal Amount to be Refunded” in Exhibit A hereto (the “Refunded Bond”), the Mayor has reported to City Council that such refunding will result in a present value savings to the City and City Council desires to ratify and confirm certain action taken by the Mayor in connection with the issuance and sale of the Series 1993 Bonds;
NOW, THEREFORE, the Council hereby resolves as follows:
1. Defined Terms. All defined terms used herein, identified by initial capital letters and not otherwise defined herein, shall have the meanings assigned to them in the Original Resolution.
2. Authorization of Series 1993 Bonds. The City Council hereby ratifies and affirms the actions taken by the Mayor to cause the issuance of $20,985,000 aggregate principal amount of Bonds to be designated “City of Dover Electric Revenue Refunding Bonds (Series 1993)” on the terms and subject to the conditions hereinafter set forth.
3. Purposes. The Series 1993 Bonds shall be issued for the purposes of providing funds (I) for the advance refunding of the Refunded Bonds and (ii) to pay the costs of issuing the Series 1993 Bonds and other transaction costs relating to the foregoing.
4. Pledge of Revenues; Parity Bonds. Pursuant to Section 701 of the Original Resolution, the City has pledged, and does hereby ratify and confirm said pledge of, the Revenues of the Electric System to the payment of the principal of, premium, if any, and interest on, every Bond issued under the Bond Resolution, including the Series 1993 Bonds, as and to the extent provided in the Bond Resolution. The Series 1993 Bonds will be issued pursuant to Section 211 of the Original Resolution and will be secured on a parity with the other Bonds issued under the Bond Resolution.
5. Payment and other Terms of Bonds; Form of Bonds.
(a) Maturities, Interest Rates. The Series 1993 Bonds shall be issued in denominations of $5,000 or integral multiples thereof, shall be dated January 1, 1993, shall be stated to mature on July 1 in the years and in the principal amounts and shall bear interest from January 1, 1993, payable on each Interest Payment Date commencing July 1, 1993, all as set forth on Schedule 1 appended hereto.
(b) Form of Bonds. The Series 1993 Bonds, the form for ordinary registration of, transfer and the form of certificate of authentication to appear thereon are to be substantially in the form set forth in the December 14, 1992 Resolution with necessary or appropriate variations, omissions and insertions as permitted or required by the Bond Resolution.
6. Redemption Provisions.
(a) Mandatory Sinking Fund Redemption. The Series 1993 Bonds maturing on July 1, 2015 are subject to mandatory sinking fund redemption at a price equal to the principal amount thereof, plus accrued interest to the redemption date, on July 1 in each of the years as set forth below:
Year Principal Amount
2012 $2,170,000
2013 2,285,000
2014 2,420,000
2015 1,850,000 *
* Maturity
(b) Optional Redemption. The Series 1993 Bonds maturing on or after July 1, 2003 shall be subject to redemption, at the option of the City, in whole or in part, in any order of maturity selected by the City, at any time and from time to time on or after January 1, 2003 at the following redemption prices, expressed as percentages of the principal amount of each Bond or portion thereof to be redeemed, plus accrued interest to the redemption date, during the following respective periods:
Redemption Periods Redemption
(Both Dates Inclusive) Price
January 1, 2003 through December 31, 2003 102 %
January 1, 2004 through December 31, 2004 101
January 1, 2005 and thereafter 100
(c) Extraordinary Optional Redemption. The Series 1993 Bonds may be redeemed by the City, at its option, prior to their stated maturity dates, in whole or in part on any date, in any order of maturity selected by the City, at a redemption price equal to the principal amount thereof, plus interest accrued to the redemption date, without premium, (I) from insurance proceeds from any casualty loss to the Electric System, (ii) from payments received as the result of any condemnation proceeding or the threat thereof with respect to all or any part of the Electric System, or (iv) if as the result of any changes in the Constitution of the United States of America or of the State of Delaware or of legislative or administrative action or failure of any governmental administrative action, or be reason of any judicial decision, the City’s covenants under the Bond Resolution become unenforceable or impossible to perform or unreasonable burdens or excessive liabilities are imposed on the City.
If less than all of the Series 1993 Bonds of any one maturity shall be called for redemption, the particular Series 1993 Bonds to be redeemed shall be selected by lot by the Trustee in such manner as the Trustee in its discretion may determine.
7. Book-Entry Form of Issue. The Series 1993 Bonds shall be issued in book entry form subject to the terms and conditions of a Letter of Representations to the Depository Trust Company (“DTC”) substantially in the form of Exhibit C hereto notwithstanding anything to the contrary in the Bond Resolution. DTC and its participants, and the beneficial owners of the Series 1993 Bonds by their acceptance of the Series 1993 Bonds, have agreed that neither the City nor the Trustee shall have any liability for the failure of DTC to perform its obligations as set forth in this Resolution or in the “Rules” or “Procedures” of DTC; nor shall the City or the Trustee be liable for the failure of any participant to perform any obligation the participants may incur to a beneficial owner of any Bond.
8. Trustee, Paying Agent and Registrar. Delaware Trust Company is appointed as the Trustee, Paying Agent and Registrar for the Series 1993 Bonds.
9. Creation of Funds and Accounts; Deposit of Bond Proceeds. The Trustee shall establish the following funds and accounts with respect to the Series 1993 Bonds and shall deposit the proceeds of the Series 1993 Bonds into said funds and accounts as follows:
(a) Accrued Interest; Bond Service Account. The Trustee shall establish a sub-account within the Bond Service Account, to be called the “Bond Service Account - Series 1993 Bonds”. The Trustee shall deposit in the Bond Service Account - Series 1993 Bonds from the proceeds of the Series 1993 Bonds, the accrued interest on the Series 1993 Bonds to be applied to pay interest thereon on July 1, 1993.
(b) Costs of Issuance; Expense Account. The Trustee shall establish an account within the Expense Fund to be called the “Expense Account - Series 1993 Bonds” and shall deposit therein, from the proceeds of the Series 1993 Bonds, the amount certified by the City as reasonably estimated to pay the costs of issuing the Series 1993 Bonds and other transaction costs relating thereto. Upon written request of the City identifying the payee and the purpose of the payment, the Trustee shall disburse funds from said account to pay for, or reimburse, costs of issuing the Series 1993 Bonds and transaction costs relating thereto. Upon written certification of the City that all costs of issuing the Series 1993 Bonds and related transaction costs have been paid or duly provided for, any funds remaining in said Expense Account shall be transferred to the Revenue Fund.
(c) Debt Service Reserve; Reserve Account. The Trustee shall establish a sub-account within the Reserve Account, to be called the “Reserve Account - Series 1993 Bonds.” The Trustee shall allocate the funds in the Reserve Account among the sub-accounts for the Series 1985, Series 1990 and Series 1993 Bonds as it shall be directed by the City.
(d) Advance refunding; Escrow Deposit Agreement. The Trustee shall deposit, from the proceeds of the Series 1993 Bonds, with the Trustee under the Escrow Deposit Agreement (the “Escrow Deposit Agreement”) dated as of January 1, 1993 between the Trustee and the City, such amount as shall be required under such agreement to provide for the advance refunding of the Refunded Bonds.
10. Redemption of Refunded Bonds. The Refunded Bonds maturing on or after July 1, 2001 shall be called for redemption prior to maturity, on July 1, 2000, at a redemption price equal to 102% of the principal amount thereof plus interest accrued to the redemption date. The City shall enter into the Escrow Deposit Agreement in substantially the form presented to this meeting, providing (I) for the payment of debt service on the Refunded Bonds through July 1, 2000, (ii) for the Trustee to give notice of redemption on July 1, 2000 (the “Redemption Date”) of said Refunded Bonds maturing on and after July 1, 2001 in accordance with the requirements of the Bond Resolution and (iii) for the Trustee to pay the redemption price of said Refunded Bonds on the Redemption Date.
11. Certain Provisions Relating to the Series 1990 Bonds. The Series 1990 Bonds were a multi-purpose issue of Bonds issued for the purposes of (I) refunding certain prior Bonds and (ii) funding certain new projects. By Resolution adopted May 30, 1990 relating to the Series 1990 Bonds, an allocation of the Series 1990 Bonds was made between refunding and new money purposes. Pursuant to Treasury Regulation §1.148-11(j)(4), and notwithstanding the provisions of the aforesaid May 30, 1990 Resolution, the Series 1990 Bonds are allocated between refunding and new money purposes. The Mayor and Finance Director are hereby authorized, upon the advice of bond counsel, to provide for any different allocation as they may deem to be in the best interest of the City.
12. Provisions relating to Bond Insurance. The Series 1993 Bonds will be insured under an insurance policy to be issued by Financial Guaranty Insurance Company. The provisions of Exhibit D hereto relating to such insurance are hereby adopted as supplemental to the Bond Resolution. In the event of any conflict between Exhibit D and any other provisions of the Bond Resolution, the provisions of Exhibit D shall control.
13. Tax Law Compliance; Arbitrage Rebate. The City covenants for the benefit of the holders of the Series 1993 Bonds (I) that no use of the proceeds of the Series 1993 Bonds or the earnings thereon will be made, and no other action will be taken, which would cause the Series 1993 Bonds to be “arbitrage bonds” within the meaning of Section 148(a) of the Internal Revenue Code of 1986 (the “Code”), (ii) that all action with respect to the Series 1993 Bonds as “arbitrage bonds” under Section 148 of the Code shall be taken including the payment of any arbitrage rebate that may be due, (iii) that the City will take all steps required to ensure that interest on the Series 1993 Bonds is not includable in gross income of the holder of any Bond for purposes of federal income taxation and (iv) that the City will take no action to cause the Series 1993 Bonds to become “private activity bonds” as that term is used in Section 141(a) of the Code.
14. Approval of Bond Purchase Contract. The Council hereby ratifies and approves the sale of the Series 1993 Bonds pursuant to the terms of the Bond Purchase Agreement, a final copy of which has been presented to this meeting.
15. Preliminary Official Statement and Official Statement. The Council hereby ratifies the use of the Preliminary Official Statement dated January 6, 1993 and the final Official Statement dated January 13, 1993, copies of which have been presented to this meeting, and their distribution to prospective purchasers.
The Council hereby ratifies the actions taken by the Mayor and Finance Director in executing the Official Statement in the name of The City of Dover, supervising its distribution to the Underwriters, to municipal securities information repositories and to potential purchasers and in making changes from the Preliminary Official Statement to the date of delivery to make the information contained therein not contain any untrue statement of a material fact or omit to state a material fact necessary to make any statement therein, in light of the circumstances under which it was made, not misleading.
16. No adverse effect of amendments. The Council hereby finds that the amendments to the Bond Resolution contained in this Resolution will not have an adverse effect on the holders of any Bonds Outstanding and such amendments are permitted by Section 1001 of the Bond Resolution.
17. Certain Representations and Covenants of the City. The City hereby represents and covenants with the holders of the Series 1993 Bonds that:
(a) this Resolution incorporates by reference all the terms of the Original Resolution;
(b) the Original Resolution, as amended by this Resolution, is in full force and effect. Hereafter, the Original Resolution shall comprise the Bond Resolution as amended by this Resolution; and
(c) all conditions to be satisfied and all acts and things necessary to be done in order to make this Resolution binding on the City have been satisfied or done, as the case may be.
18. Future Actions. The Mayor, Finance Director, Clerk of Council and other City officials are authorized and directed to take all actions necessary to issue the Series 1993 Bonds and Carry out the terms and the purposes of this Resolution, including the making of any elections and the filing of any reports with the Internal Revenue Service, and the delivery of necessary closing documents and certificates.
The Clerk of Council shall maintain an official transcript of the proceedings relating to the sale of the Series 1993 Bonds including copies of the final Bond Purchase Agreement, Escrow Deposit Agreement, Preliminary Official Statement and Official Statement.
19. Effective Date. This Resolution shall be effective immediately upon its adoption according to law.
APPROVED by the Council of The City of Dover the
day of , 1993
City Clerk
The City of Dover
APPROVED by the Mayor of The City of Dover the
day of , 1993
SCHEDULE 1
The City of Dover
Electric Revenue Refunding Bonds
(Series 1993)
YEAR
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2015
PRINCIPAL
AMOUNT
$ 85,000
310,000
135,000
90,000
90,000
95,000
100,000
105,000
110,000
115,000
125,000
130,000
140,000
1,530,000
1,615,000
1,710,000
1,810,000
1,925,000
2,040,000
8,725,000
INTEREST RATE
2.50 %
3.15
3.80
4.15
4.45
4.70
4.90
5.10
5.30
5.45
5.55
5.60
5.70
5.80
6.00
6.00
6.00
6.10
6.10
5.75
EXHIBIT A
Schedule of Refunded Bonds
The City of Dover, Delaware
Electric Revenue Bonds
Series 1990
Maturity Date
July 1
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2015
Principal Amount
to be Refunded
$ 210,000
220,000
50,000
-
-
-
-
-
-
-
-
-
-
18,370,000 *
$18,850,000
Principal Amount
Not Refunded
$ -
-
185,000
710,000
755,000
805,000
860,000
920,000
985,000
1,050,000
1,125,000
1,205,000
1,300,000
710,000 *
$10,610,000
* Pursuant to the terms of the Series 1990 Bonds, the $18,370,000 being applied to redeem Series 1990 Bonds maturing July 1, 2015 shall be applied to reduce Sinking Fund Installments in direct order of due date with the result that the only Sinking Fund Installment remaining with respect to such maturity is $710,000 on July 1, 2015.
EXHIBIT B
The City of Dover, Delaware
Electric Revenue Bonds
(Series 1990)
Allocation of Series 1990 Bonds Between
New Money and Refunding Purposes
Maturity
Date
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006*
2007*
2008*
2009*
2010*
2011*
2012*
2013*
2014*
2015*
Principal Amount
New Money
$ 180,000
190,000
210,000