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HomeMy WebLinkAboutResolution 137 New City Hall ~''':..~"~''l~Jc~''', . ~ _... .' " "-"''''-'' .'" .:~ . ~,.'. ,...:",'_; ::-v_ -..'''i,h,.<,."., J,:"'T?'<:"'~:'Y"':,:'::~'~!~-~""--'-':--C".-",,~.;;v:"'~:Wl"",""~.'':7',,,.c--"-;:')T~~"~:~~'o,,.~,..;'-,~;l..~ ,,,,,,. '_"~ RESOLUTION NUMBER 137 NO ADOPTION DATE; CANNOT FIND WHERE APPROVED IN MINUTES. RESOLUTION NO. 137 A RESOLUTION OF THE CITY OF WINTER SPRINGS, FLORIDA, PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING $80,000 NOTE OF THE CITY TO FINANCE A PART OF THE COST OF ACQUIRING AND CONSTRUCTING A NEW CITY HALL IN THE CITY OF WINTER SPRINGS, FLORIDA; PROVIDING THAT SAID NOTE SHALL BE A GENERAL OBLIGATION OF THE CITY AND THE FULL FAITH AND CREDIT OF THE CITY PLEDGED TO MEET SAID OBLIGATION; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH NOTE 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, AS FOLLOWS: SECTION 1. AUTHORITY OF THIS RESOLUTION. This resolution, hereinafter called "instrument", is adopted pursuant to the Constitution of the State of Florida and 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 number 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. "City" shall mean the City of Winter Springs, Florida. D. "Obligation" shall mean the $80,000 Note herein authorized to be issued. E. "Holder of the Obligation" or "Obligation Holder" or any similar term shall mean any person who shall be the owner of the obligation. F. "Revenue" shall mean any and all revenues of the City from whatsoever source except any such revenues which the City is expressly prohibited by law from pledging. SECTION 3. FINDINGS. It is hereby ascertained, determined and declared that: A. The issuer now is constructing a City Hall in the City and has legally obligated itself to pay the cost of said construction. B. It is necessary and desirable to acquire and construct said City Hall in order to preserve and protect the public health, safety and welfare of the inhabitants of the issuer. C. The City has heretofore by Resolution No. 136 authorized the acquisition and construction of the new City Hall. D. The cost of the new City Hall is estimated to be $200,000 which will be paid from the proceeds of the obligation authorized by Resolution No. 136. E. During the interim period until such funds become available to the issuer, the issuer is in need of funds in which to pay the construction costs of its City Hall. SECTION 4. AUTHORIZATION OF CONSTRUCTION AND ACQUISITION OF THE PROJECT. The City has heretofore by Resolution No. 136 authorized the construction and acquisition of the new City Hall pursuant to plans and specification, which plans are presently on file with the City. The estimated cost of the project is $200,000 which shall be paid from the proceeds of the obligation of Resolution No. 136. The cost of such project may include legal and financing expenses; expenses for estimates of costs and of revenues; administrative expenses relating solely to the acquisition of the project; interest upon the obligation herein authorized during the initial period of organization and acquisition of the project; and such other costs and expenses as may be -2- necessary or incidental to the financing herein authorized and the 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 "Note", herein sometimes referred to as the "obligation", is authorized to be issued in the principal amount of not exceeding $80,000. SECTION 7. DESCRIPTION OF OBLIGATION. The obligation shall be dated as of the date of its delivery to the purchaser thereof; shall bear interest at the rate of 5.95% per annum; shall be payable with respect to both principal and interest at the principal office of the purchaser hereinafter named in lawful money of the United States of America; and shall mature on the anniversary date February 17, 1974, in the amount of $80,000. SECTION 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, and the said Mayor and City Clerk are hereby authorized to execute said obligation. SECTION 9. NEGOTIABILITY. The obligation issued hereunder 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 -3- 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 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 issuance thereof: UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF SEMINOLE CITY OF WINTER SPRINGS 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 the order of the Southeast First National Bank of Maitland, Maitland, Florida, on February 17, 1975, the principal sum of EIGHTY THOUSAND DOLLARS together with interest thereon from date at the rate of 5.95% per annum. Both principal of and interest on this obligation are payable in lawful money of the United States of America at The Southeast First National Bank of Maitland, Maitland, Florida, hereinafter called the "paying agent." This obligation is an authorized issue of obligation of the issuer in the aggregate principal amount of $80,000 issued by the City under the authority of and in full compliance 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 Resolution No. ________duly enacted by the issuer, herein called Resolution, and is subject to all the terms and conditions of such Resolution This obligation is payable and secured by a pledge of the proceeds of all revenue of the City except revenue which the -4- City is expressly prohibited by law from pledging. The issuer hereby reserves the right, at its option, to prepay this obligation, or any part thereof in an amount that is not less than $1,000 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 date. This obligation shall constitute an indebtedness of the issuer within the meaning of any constitutional, statutory, or charter provision, and it is expressly agreed by the Holder of this obligation that such Holder shall have the right to require or compel the exercise of the taxing power of the issuer for the payment of the principal of and interest on this obligation. It is further agreed between the issuer and the holder of this obligation that this obligation and the indebtedness evidenced thereby shall constitute a general obligation of the issuer and the full faith and credit of the issuer is hereby pledged to the payment of said obligation and indebtedness. In and by the Resolution, the issuer has covenanted and agreed with the holder of this obligation that it will levy and collect revenue pledged, not exceeding the maximum rates permitted by law, as shall be necessary to provide funds which shall be sufficient to pay, and out of such funds pay as the same shall become due, the principal of and interest on this obligatio in the manner provided herein and in the Resolution and all other payments provided for in the Resolution, and that the rates of such revenues 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 terms of which reference is made to the Resolution. It is hereby certified and recited that all acts, , -5- conditions and things required to exist, to happen and to be performed 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. This obligation is a general obligation of the issuer and the full faith and credit of the City is hereby pledged to payment of same. 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 ________day of_________, A.D. 1974. CITY OF WINTER SPRINGS, FLORIDA Troy J. Piland MAYOR ATTESTED AND COUNTERSIGNED: ______________________ CITY CLERK SECTION II. APPLICATION OF PROCEEDS OF OBLIGATIONS. All moneys received from the sale of the obligations shall be deposited by the issuer with The Southeast First National Bank of Maitland, Maitland, Florida, in a separate account or accounts herein collectively called the "Construction Account", and the application of the proceeds of the obligations -6- of this Resolution shall be controlled and governed by the provisions of Section 11 of Resolution No. 136. SECTION 12. GENERAL OBLIGATIONS OF ISSUER. The obligation shall constitute a general obligation and indebtedness of the City and the full faith and credit of the City is hereby pledged. The holder or holders of any obligation issued hereunder shall have the right to compel the City to exercise its taxing power to pay such obligation and the interest thereon, and shall be entitled to payment of such principal and interest from any and all revenues of the City except any revenue which the City is expressly prohibited by law from pledging. SECTION 13. COVENANTS OF ISSUER. For as long as any of the principal of and interest on the obligation shall be outstanding and unpaid, the issuer covenants with the holder of the obligation as follows: A. BOOKS AND RECORDS. The issuer shall also keep books and records of the collection of the revenue, which books and records shall be kept separate and apart from all other books, records and accounts of the issuer, and the holder of the obligation shall have the right at all reasonable times to inspect all records, accounts and data of the issuer relating thereto. B. ANNUAL AUDIT. The issuer shall also, at least once a year, within sixty (60) days after the close of its fiscal year, cause the books, records and accounts relating to the revenue 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 the obligation. Such audits shall contain a complete report of the collection and application of all proceeds of the revenue and a certificate by the auditors stating no default on the part of the issuer of any covenant -7- herein has been disclosed by reason of the audit. The auditors selected shall be changed at any time by a written request signed by the holders of the obligation or its duly authorized representatives. A copy of such annual audit shall regularly be furnished to such holder. C. ENFORCEMENT OF COLLECTIONS. The issuer will diligently enforce and collect the revenue herein pledged; will take all steps, actions and proceedings for the enforcement and collection of such revenue as shall become delinquent to the full extent permitted or authorized by law; and will maintain accurate records with respect thereof. All such revenue herein pledged shall, as collected, be held in trust to be applied as herein provided and not otherwise. D. 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 revenue and payment of the obligation. E. ISSUANCE OF OTHER OBLIGATIONS. The issuer will not issue any other obligations payable from the revenue nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge having priority to or being on a parity with the lien of the obligation issued pursuant to this instrument and the interest thereon, upon said revenue. Any obligation issued by the issuer other than the obligation herein authorized, payable from such revenue, shall contain an express statement that such -8- 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 revenue. SECTION 14. MODIFICATION OR AMENDMENT. No material modification or amendment of this instrument or of any resolution amendatory hereof or supplemental hereto may be made without the consent in writing of the holder of the obligation. SECTION 15. SALE OF OBLIGATION. The obligation is hereby awarded and sold to The Southeast First National Bank of Maitland, Maitland, Florida, for a purchase price in the amount of the par value thereof. SECTION 16. 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 needed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions thereof or of the obligation issued hereunder. SECTION 17. REPEALING CLAUSE. All 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 18. EFFECTIVE DATE. This instrument shall take effect immediately. PASSED AND ADOPTED this_______day of_____________, A.D. 1974. Troy J. Piland MAYOR of the City of Winter Springs Florida ATTEST: Mary T. Norton CITY CLERK -9-