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HomeMy WebLinkAboutResolution 136 Fire Station RESOLD7TON NO. 136 A RESOLUTION PROVIDING FOR THE ACQUISITION AND CONSTRUCTION OF A NEW FIRE STATION IN THE CITY OF WINTER SPRINGS, FLORIDA; PROVIDING FOR THE ISSUANCE OF A $200,000 FRANCHISE TAXES NOTE OF SUCH CITY TO PAY THE COST OF SUCH PROJECT; PROVIDING FOR THE RIGHTS OF THE HOLDER OF SUCH OBLIGATION; PROVIDING FOR THE PAYMENT .THEREOF; AND MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF SUCH OBLIGATION. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WINTER SPRINGS, FLORIDA: SECTION 1. AUTHORITY OF THIS RESOLUTION. This resolu- tion, hereinafter called "instrument", is adopted pursuant to the provisions of Chapter 166, Part II Florida Statutes, and other applicable provisions of law. SECTION 2. DEFINITIONS. Unless the context otherwise requires, the terms defined in this section shall have the meanings specified in this section. Words importing singular numher shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations. A. "Issuer" shall mean the City of Winter Springs, Florida. B. "Act" shall mean Chapter 166, Part II, Florida Statutes. C. "Obligation" shall mean the $200,000 Franchise Taxes Note herein authorized to be issued. D. "Holder of the Obligation" or "obligation Holder" or any similar term shall mean any person who shall be the owner of the obligation. E. "Fiscal year" shall mean the period commencing on October I of each year and ending on the succeeding September 30. F. "Franchise taxes" or "excise taxes" shall mean the following: 1. Any and all moneys received by the issuer from the North Orlando Company and its legal representatives, successors or assigns, under the franchise granted pursuant to an ordinance duly enacted on November I, 1965, and any and all moneys received by the issuer from the North Orlando Company and its legal repre- sentatives, successors or assigns, under any extension or renewal of said franchise or from any new franchise granting the right to supply water, sewage collection and sewage disposal services to a portion of the issuer or the inhabitants thereof. 2. Any and all moneys received by the issuer from the Florida Power Corporation and its legal representatives,successor or assigns, under the franchise granted pursuant to an ordinance duly enacted on May 3, 1971, any and all moneys received by the issuer from the Florida Power Corporation and its legal repre- sentatives, successors or assigns, under any extension or renewal of said franchise or from any new franchise granting the right to supply electricity to the issuer or its inhabitants. 3. Any and all moneys received by the issuer from the Winter Springs Development Corporation and its legal representa- tives, successors or assigns, ,under the franchise granted pursuant to an ordinance duly enacted on October 16, 1972, and any and all moneys received by the issuer from the Winter Springs Development Corporation and its legal representatives, successors or assigns, under any extension or renewal of said franchise or from any new franchise granting the right to supply water, sewage collection and sewage disposal services to portions of the issuer or the inhabitants thereof. 4. Any and all moneys received by the issuer from Seminole Cablevision, Inc., and its legal representatives, suc- cessors or assigns, under the franchise granted pursuant to an ordinance duly enacted on November 1, 1971, and any and all received by the issuer from Seminole Cablevision, Inc., and its legal representatives, successors or assigns, under any extension or renewal of said franchise or from any new franchise granting -2- the right to supply cable television and radio services to the issuer or its inhabitants. SECTION 3. FINDINGS. It is hereby ascertained, determined and declared that: A. It is necessary and desirable to acquire and construct a new Fire Station as provided herein (hereinafter called the "project"), in order to preserve and protect the public health, safety and welfare of the inhabitants of the issuer. B. The proceeds of the excise taxes are not now pledged or encumbered in any manner. C. The principal of and interest on the obligation and all required sinking fund and other paymerits shall be payable solely from the proceeds of the excise taxes, as herein provided. The issuer shall never be required to levy ad valorem taxes on any property within its corporate territory to pay the princi- pal of and interest on the obligation or to make any of there- quired sinking fund or other payments, and such obligation shall not constitute a lien upon any property owned by or situated within the corporate territory of the issuer. D. The estimated proceeds to be derived from the excise taxes will be sufficient to pay the principal of and interest on the obligation to be issued hereunder, as the same become due, and to make all required sinking fund or other payments required by this instrument. SECTION 4 . AUTHORIZATION OF CONSTRUCTION AND ACQUISITION OF PROJECT. There is hereby authorized the construction and acquisition of the: project pursuant to the plans and specifications of the consulting architect, presently on file with the issuer. The cost of such project, in addition to the terms set forth in the plans and specifications may include, but need not be limited to, the acquisition of any lands or interest therein -3- or any other properties deemed necessary or convenient therefore engineering, architectural, legal, and financing expenses; expenses for estimates of costs and of revenues; expenses for plans, spec- fications and surveys; the fees of fiscal agents, financial advisors or consultants; administrative expenses relating solely to the construction and acquisition of the project interest upon the obligation herein authorized during the initial period of organization and construction of the project; and such other costs and expenses as may be necessary or incidental to the financing herein authorized and the construction and acquisition of the project and the placing of same in operation. SECTION 5. THIS INSTRUMENT TO CONSTITUTE CONTRACT. In consideration of the acceptance of the obligation authorized to be issued hereunder by those who shall hold the same from time to time, this instrument shall be deemed to be and shall constitute a contract between the issuer and such holders. SECTION 6. AUTHORIZATION OF OBLIGATION. Subject and pursuant to the provisions hereof, an obligation of the issuer to be known as the 'Franchise Taxes Note", herein sometimes referred to as the "Obligation ", is authorized to be issued in the principal amount of not exceeding TWO HUNDRED THOUSAND DOLLARS ($200 ,000 .00). SECTION 7. DESCRIPTION OF OBLIGATION. The obligation shall be dated as of the date of its delivery to the purchaser thereof; shall be in the denomination of $200,000 shall bear interest at the rate of 5.95%, payable annually on the unpaid principal balance thereof; shall be payable with respect to both principal and interest at the principal office of its purchaser, in lawful money of the United States of America and shall mature ten (10) years after date. Said principal amount shall be payable in annual installments of not less than $20,000, due on each anniversary of its date until the tenth anniversary of its date whereupon the entire unpaid principal balance shall be payable. -4- SECTIONS 8. EXECUTION OF OBLIGATION. The obligation shall be executed in the name of the issuer by its Mayor and countersigned and attested by its City Clerk, ,and its corporate seal shall be impressed thereon. SECTION 9. NEGOTIABILITY. The obligation issued here under shall be and shall have all of the qualities and incidents of a negotiable instrument under the law merchant and the Laws of the State of Florida, and each successive holder, in accepting the obligation shall be conclusively deemed to have agreed that it shall be and shall have all of the qualities and incidents of a negotiable instrument under the law merchant and the Laws of the State of Florida. SECTION 10. FORM OF OBLIGATION. The Obligation and the certificate of validation shall be in substantially the following form, with such omissions, insertions and variations as may be necessary and desirable and authorized or permitted hereby or by any subsequent resolution adopted prior to the issu- ance thereof: UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF SEMINOLE CITY OF WINTER SPRINGS FRANCHISE TAXES NOTE KNOW ALL MEN BY THESE PRESENTS, that the City of Winter Springs, Florida (hereinafter called the " issuer"), for value received, hereby promises to pay to Southeast First National Bank of Maitland, Maitland, Florida (hereinafter called the "payee"), from the special funds hereinafter mentioned, the principal sum of TWO HUNDRED THOUSAND DOLLARS and to pay solely from such special funds, interest on the unpaid principal balance thereof from the date hereof at the rate of five and ninety-five hundredths per centum (5.95%) per annum, -5- such interest payable annually on each anniversary of the date hereof. Said principal sum shall be payable in annual instal- lments in the amount of $20,000.00 on each January 1 after the date hereof until January I, 1984, when the full balance of all sums due hereunder shall be payable in full. Both principal of and interest on this obligation are payable in lawful money of the United States of America at the principal office of the payee, Maitland, Florida. If default be made in the payment of any installment under this note or in the performance of any agreement contained herein or in the resolution herein after mentioned, then, at the option of the holder, the principal sum then remaining unpaid hereunder, together with accrued interest, shall become immediately due and payable. This obligation is issued to finance the cost of the construction and acquisition of a new Fire Station (hereinafter called the "project"), under the authority of and in full com- pliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 166, Part II, Florida Statutes, and other applicable provisions of law, and a resolu- tion duly adopted by the issuer on October 21, 1974 (hereinafter called the "resolution") and is subject to all the terms and conditions of such resolution. This obligation is payable solely from and secured by a prior lien upon and pledge of the proceeds of the franchise tax to be paid for a period of thirty (30) years from October I, 1965, by the North Orlando Company pursuant to Ordinance No. 10 enacted by the issuer on November I, 1965; a franchise tax to be paid for a period of thirty (30) years from , by the Florida Power Corporation pursuant to Ordinance No. 57 enacted by the issuer on May 3, 1971; a franchise tax to be paid for a period of thirty (30) years from October 16, 1972, by the Winter Springs Development Corporation pursuant to Ordinance No. -6- 81 enacted by the issuer on October 16, 1972; and a franchise tax to be paid for a period of ten (10) years and two (2) months from November I, 1971, by Seminole Cablevision, Inc., pursuant to Ordinance No. 65 enacted by the issuer on November I, 1971(all of such taxes, above described, are herein collectively referred to as the "excise taxes"),in the manner provided in the resolution. The issuer hereby reserves the right, and its option, to prepay this obligation, or any part thereof in an amount that is not less than ONE THOUSAND DOLLARS ($1,000.00) or some multiple thereof, on any interest payment date, without premium or penalty, by depositing in a special account for such purpose with the payee the amount of such prepayment and interest accrued thereon and to accrue thereon to such interest payment This obligation does not constitute an indebtedness of the issuer within the meaning of any constitutional, statutory or charter provision or limitation, and it is expressly agreed by the holder of this obligation that such holder shall never have the right to require or compel the exercise of the ad valorem taxing power of the issuer for the payment of the princi- pal of and interest on this obligation or the making of any sinking fund or other payments provided for in the resolution. It is further agreed between the issuer and the Holder of this obligation that this obligation and the indebtedness evidence thereby shall not constitute a lien upon the project, or any part thereof, or on any other property of or situated within the corporate territorial limits of the issuer, but shall constitute a lien only on the excise taxes in the manner provide in the resolution. In and by the resolution, the issuer has covenanted and agreed with the holder of this Obligation that it will levy -7- and collect the excise taxes at such rates, not exceeding the maximum rates permitted by law, as shall be: necessary to provid funds which shall be sufficient in each year to pay, and out of such funds pay as the same shall become due, the principal of and interest on this obligation in the manner provided here and in the resolution and all other payments provided for in the resolution, and that the rates of such excise taxes shall not be reduced so as to be insufficient to provide funds for such purpose. The issuer has entered into certain further covenants with the holder of this obligation for the term of which reference is made to the resolution. It is hereby certified and recited that all acts, con- ditions and things required to exist, to happen and to be per- formed precedent to and in the issuance of this obligation exist have happened and have been performed in regular and due form and time as required by the Laws and constitution of the State of Florida applicable thereto, and that the issuance of this obligation does not violate any constitutional or statutory limitations or provisions. This obligation is and has all the qualities and incidents of a negotiable instrument under the law merchant and the Laws of the State of Florida. IN WITNESS WHEREOF, the City of Winter Springs, Florida, has issued this obligation and has caused the same to be signed by its Mayor and attested and countersigned by its City Clerk, and its corporate seal to be impressed hereon, all as of the 21st day of October, A.D. 1974. CITY OF WINTER SPRINGS, FLORIDA Mayor (SEAL) ATTESTED AND COUNTERSIGNED: Mary T. Norton City Clerk -8- VALIDATION CERTIFICATE This obligation was validated and confirmed by judgment in the Circuit Court for Sendnole County, Florida rendered on _____________, 197__. Troy J. Piland Mayor SECTION II. APPLICATION OF PROCEEDS OF OBLIGATION. All moneys received from the sale of the obligation shall be deposited by the issuer in a special account in the Southeast First National Bank of Maitland, Florida, hereby created, es- tablished and designated as the "City of Winter Springs Con- struction Fund" (herein called the "Construction Fund), and applied by the issuer as follows: Such fund shall be kept separate and apart from all other accounts of the issuer, and the moneys on deposit therein shall be withdrawn, used and applied by the issuer solely to the payment of the cost of the project and purposes incidental thereto, as hereinabove described and set forth. If for any reason such proceeds or any part thereof are not necessary for or are not applied to the payment of such cost, then the un- applied proceeds shall be deposited by the issuer in the Sinking Fund. All such proceeds shall be and constitute trust funds for such purposes, and there is hereby created a lien upon such moneys until so applied in favor of the holder of the obligation. Any funds on deposit in the Construction Fund which, in the opinion of the issuer, acting upon the recommendation of the consulting architect, are not immediately necessary for expenditure, as herein above provided, may be invested in direct obligations of the United States of America maturing in a period of ninety ( 90) days or less. All such securities shall beheld by the depository bank, and all income derived therefrom shall be deposited in the Sinking Fund. -9- SECTION 12. SPECIAL OBLIGATION OF ISSUER. The obliga- tion shall not be or constitute a general obligation or in- debtedness of the issuer as a "bond" within the meaning of the Con- stitution of Florida, but shall be payable solely from and secured by a lien upon and a pledge of the special funds as herein provided. No holder of the obligation shall ever have the right to compel the exercise of the ad valorem taxing power of the issuer or taxation in any form of any real property therein to pay such obligation or the interest thereon or be entitled to payment of such principal and interest from any other funds of the issuer except from the special funds in the manner provided herein. The payment of the principal of and interest on the obligation shall be secured forthwith equally and ratably by an irrevocable and prior lien on and pledge of the proceeds received by the issuer from the excise taxes, as hereinafter provided, and the issuer does hereby irrevocably pledge such funds to the payment of the principal of and interest on the obligation and for all other payments required by this instrument. SECTION 13. COVENANTS OF THE ISSUER. For as long as any of the principal of and interest on the obligation shall be outstanding and unpaid or until there shall have been set apart in the Sinking Fund, herein established, a sum sufficient to pay when due the entire principal of the obligation remaining unpaid, together with interest accrued and to accrue thereon, the issuer covenants with the holder of the obligation as follows: A. EXCISE TAXES FUND. All of the proceeds of the excise taxes, as defined herein, as soon as the same are collected by the issuer shall be forthwith deposited in the '''City of Winter Springs Excise Taxes Fund" (hereinafter called the"ExciseTaxes Fund") , hereby created and established. Such Excise Taxes Fund shall constitute a trust fund for the purposes herein provided. -10- B. DISPOSITION OF REVENUES. All revenues at any time remaining on deposit in the Excise Taxes Fund shall be deposed of on or before the fifteenth day of each month,commencing in the month immediately following thedelivery of the obligation only in the following manner: To deposit into a separate fund which is hereby created and designated the "City of Winter Springs Sinking Fund" (herein after called the Sinking Fund"), the balance of moneys in the Excise Taxes Fund until there shall be on deposit to the credit of the Sinking Fund moneys and investmeritsaggregating not less than TWENTY THOUSAND DOLLARS ($20,000.00) plus the amount of all interest which will become due on the obligation on the next annual interest payment date and the amount of all deficiencies in prior years' deposits to the Sinking Fund which shall not have been made up previously. Annually on January I, the issuer will, to the extent possible, apply all moneys on deposit to the credit of the Sinking Fund to the payment of the accrued interest then due and payable on the obligation, to the payment of the in- stallment of principal then due and payable on the obligation and to the prepayment of the principal balance then remaining unpaid on the obligation. Such deposits to the Sinking Fund from the moneys in the Excise Taxes Fund shall continue to be made until there shall be on deposit in the Sinking Fund a sum equal to the principal balance of the obligation and interest accrued thereon and to accrue thereon to the next annual interest payment date and the issuer shall have given notice in writing to the holder that it will pay the obligation in full on such next interest payment date. Moneys on deposit in the Sinking Fund shall be kept separate and distinct from all other funds of the issuer and used only for the purpose of paying, when the same become due and payable, or prepaying, the principal of and interest on the obligation. On the first day of each and every month, if there -ll- shall be on deposit in the Sinking Fund the sum of TWENTY THOUSAND DOLLARS ($20,000.00) plus the amount of all interest to become due on the obligation on the next annual interest payment date and the amount of all deficiencies in prior years' deposits to the Sinking Fund which shall not have been made up previously, then the issuer may withdraw any excess moneys on deposit to the credit of the Excise Taxes Fund and use such moneys for any lawful municipal purpose. C. LEVY OF EXCISE TAXES. The issuer will not repeal the ordinances now in effect levying the excise taxes and will not amend or modify said ordinances in any manner so as to imapir or adversely affect the power and obligation of the issuer to levy and collect such excise taxes or impair or adversely affect in any manner the pledge of such excise taxes made herein or the rights of the holder of the obligation. The issuer shall be unconditionally and irrevocably obligated, so long as the obligation or the interest thereon is outstanding and unpaid, to levy and collect such excise taxes at such rates, not exceeding the maximum rates permitted by law, as shall be necessary to provide funds which shall always be sufficient to pay, as the same shall become due, the principal of and interest on the obligation and to make the other payments provided for herein. The issuer has full power to irrevocably pledge such excise taxes to the payment of the principal of and interest on the obligation, and the pledging of such excise taxes in the manner provided herein shall not be subject to repeal, modification or impairment by any subsequent ordinance, resolution or other proceedings of the governing body of the issuer or by any subse- quentact of the Legislature of Florida. D. BOOKS AND RECORDS. The issuer shall also keep books and records of the collection of the excise taxes, which other books, records and accounts of the issuer, and the holder -12- of the obligation shall have the right at all reasonable times to inspect all records, accounts and data of the issuer relating thereto. E. ANNUAL AUDIT. The issuer shall also, at least once a year, within 60 days after the close of its fiscal year, cause the books,records and accounts relating to the excise taxes to be properly audited by a recognized independent firm or certified public accountants and shall make generally available the report of such audits to the holder of obligation. Such audits shall contain a complete report of the collection and application of all proceeds of the excise taxes and a certificate by the auditors stating no default on the part of the issuer of any covenant herein has been disclosed by reason of the audit. A copy of the annual audit shall regularly be furnished to such holder. F. ENFORCEMENT OF COLLECTIONS. The issuer will dili- gently enforce and collect the excise taxes herein pledged; will take all steps, actions and proceedings for the enforcement and collection of such excise taxes as shall become delinquent to the full extent permitted or authorized byl aw; and will maintain accurate records with respect thereof All such excise taxes herein pledged shall, as collected, be held in trust to be applied as herein provided and not otherwise. G. REMEDIES. Any holder of the obligation issued under the provisions hereof or any trustee acting for the holder of such obligation may either at law or in equity by suit, action , mandamus or other proceedings in any court of competent jurisdiction, protect and enforce any and all rights, including the right to the appointment of a receiver, existing under the laws of the State of Florida ,or granted and contained herein, .and may enforce and compel the performance of all duties herein required or by any applicable statutes to be performed by the issuer or by any officer thereof, including the collection of the excise taxes. -13- Nothing herein, however, shall be constructed to grant to any holder of the obligation any lien on any real property of the issuer. H. SUBSTITUTION OF FRANCHISE TAXES. The issuer hereby covenants with the holder of the obligation that in the event it shall acquire the properties and facilities of North Orlando Company, or Florida Power corporation, or Winter Springs Development Corporation or Seminole Cablevision, Inc., each being hereinafter called the "grantee", or in the event it shall acquire, construct or operate facilities or services within the corporate territorial limits of the issuer in place of the preset privately operated facilities of the grantee, and the franchise taxes applicable to such grantee are not available to the issuer to make the payments therefrom required pursuant to the provisions hereof, the issuer will make payment from the gross revenues first available to it from the operation of any such facilities so owned, acquired, constructed or operated by it of the amounts herein required to be paid from the franchise taxes. The issuer hereby further covenants with the holder of the obligation that upon the expiration of the term of each franchise in favor of each respective grantee, if the issuer shall grant a renewal thereof or a new franchise to another operator in lieu thereof, the franchise taxes which shall become available to the issuer from the new or renewal franchise shall be pledged as security for the payment of the principal of and the interest on the obligation in substitution for and in the manner herein provided for the pledge of the proceeds of the existing franchises. I. ISSUANCE OF OTHER OBLIGATIONS. The issuer will not issue any other obligations payable from the excise taxes, no voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge having priority -14- to or being on a parity with the lien of the Obligation issued pursuant to this instrument and the interest thereon, upon said excise taxes. Any obligation issued by the issuer other than the obligation herein authorized, payable from such excise taxes, shall contain an express statement that such obligation is junior and subordinate in all respects to the obligation herein authorized, as to lien on and source and security for payment from such excise taxes. SECTION 14. MODIFICATION OR AMENDMENT. No material modification or amendment of this instrument or of any resolu- tion amendatory hereof or supplemental hereto may be made without the consent in writing of the holder of the obligation. SECTION I5. VALIDATION AUTHORIZED. The City Attorney is authorized and directed to prepare and file proceedings to validate the obligation in the manner provided by law. SECTION 16. SALE OF OBLIGATION. The obligation is hereby awarded and sold to the Southeast First National Bank of Maltland,Maitland,Florida, for a purchase price in the amount of the par value thereof. SECTION 17. SEVERABILITY OF INVALID PROVISIONS. If anyone 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 or of the obligation issued hereunder. SECTION 18. REPEALING CLAUSE. AIl 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. -15- SECTION I9. EFFECTIVE DATE. This resolution shall become effective immediately upon its passage and adoption. PASSED AND ADOPTED this 21st day of October, A.D.1974. Troy J. Piland MAYOR OF THE CITY OF WINTER SPRINGS, FLORIDA ATTEST: Mary T. Norton CITY CLERK -16~