1942-02 Chastic Debt ConsolidationCity Attorney were also prosont.
The following Resolution was introduced, and upon being road in full, was
upon motion of S. R. Raiftnidor, m:nich wus duly socinded by J. k. Roo, Sr., was duly
adopted by the following vote:
Ayes: kokullon, I. N. Roe� J. k. Sr.
R.
Page) Vv. R.
Nuys: None
Absent: lione
iWt Voting: None
R E S 0 L U T 1 0 N
WHEREAS, the City of Okeechobee, Florida, has, now
outstanding approximately One '1411illion Dollars (il,000,000) in
bonded indebtedness, a groater portion of which is in dofault�
and the inter.c.st has r-i2roady accrued on the natured indobtednoss
and is
s -accruing on the multuring indobtod-_aoss in such a,ilounts that
it Is an impossible burden on the 'Jity to -extricate itself from
this prosontly chaotic debt condition unlloss,it issues refunding
bonds in such a:,nounts -aznd under tu,rrns mutually to it
and the holders of the &,reator portion of its bonds; and
in the judgment of the �Jity Qoumcil, it is
absolutely nocussury that the refuadable indebtedness of the
City be refundod; and
Thomas k. Cook & Compaxay, Not Incorporated
of West Palm Beach, Florida, has from time to time conferred with
the City Conc-orning th%-. refunding of s-:Ud indobtedness and has
agreod with the City to asSist it in placing its debt structure
on a b.,".Gis consistent with the 'torins mad conditions set forth
in tho co-atract horcinaftor referrOd to; and
9-
WHEREAS� the City Cotuicil is of the opinion that it is to the
benefit of all of the citizens and taxpa.,yors of the %'Jity of Okeochoboo,
and is to the benefit of all of the bondholders of the said jity that suid
contract be entered into and accepted by thu Oity of ��koucaobee.
BE IT RES�jLVLD BY THE CITY C�)UNCIL OF THE QITY OF OKEECHOBEE,
STATE OF FLORIDA, Ih SESSION DULY ASSEMBLED:
Section 1. That this Oouncil does hereby approve, adopt and
confirm th,,.,t cc.ctain aEret-luent set forth in Section 2 hereof. The
PreSidOnt of the Co-uncil and the kayor of the City of Okou-%chobc,C) be and
they are hereby directed to Oxo -cute sstaid agrooment fo.-c and on behalf of
the City of Okeechobee, and the City Clork be, and he is hereby directed
to attest their siSmaturecal on said agreemont, . and uf fix the sea! of the
City of Okeechobee thereto.
Section 2. That the agro,_,mont ap-rovod, adopted tund confirmed
in Section 1 horo-of Sh-all be as follows:
A G R E E k L N T
THIS AGRt�L�c�.ILNT fraude and entered into this 24th day of kurch,
A. 1). ) 1942, by and botwo-011 TH�okAS bl. Ou�)K & QOMPAINY, (Not Incorporated) ,
with its principal place of business in West Faix Beach) Florida, (hereinafter
sometimes ref erred to as "First P-airty") , and the QITY OF �JK&,QHoBIZE, FLORIDA,
(hereinafter soractimes referred to as "Second Ptartyll Euld sometimes referred to
as the "City");
In oonsideration of the suin of Ton ($10.00) Dollars paid by each
of the parties hereto to the other, receipt of which is hereby Lutually
acknowledged, and in further consideration of the mutual benefits flowing
and
to the respective -partics ho:roto, it iS hereby mutu,,,.11y understood
agre.-Id follows:
So c t i on 1. The City to execute refunding bonds, i:mdor
the tor -M-0 -md conditions hereinafter sot forth, for all of its outstanding
vdarofuadod xulfundablo -',LiioLuat of principal -and interest of bonded iad,"-�btodnoozs
plus unpaid balance of all judE�LLciats on record as of J,-L,,.1=ry 1, 1�42.
(a) The principal indebtedness proposed to be reftmded by the
City, including judgments for principal indobtochioss is approximately
Six Hundred Eighty -Two ThOusaud Five Hundred (40'82,500) Dollars. The issues
are genorally described al"Id arc ap�proximt,-toly a.- fo-1--,ov;s-.
r Ur p U 8 U, Date of Issue Wta
Amount Outstanding
Street Paving
4-1-20
6W
4 60POOO
4-1-20
5,000
Water horks
4-1-20
61�
0,000
paving
4,1-21
13 000
later and 30wage
4-1-21
t�J6
0)000
Municipal Bonds
8-1-24
V
149;000
Water Torks Extension
3-1-25
Q
110)000
Municipal Improvements!
2-1-26
0�0
212)000
Oorporato Bonds
6-1-27
6��
50,000
Refunding Bonds
4-1-30
A,,
17,500
Total
Principal
4 662000
Unpaid Interest to 1-1-42
- approximately
469.600
Total
7253000
( b) It is undar2toid that the indebtedness to be coasidorod
horcinundor will bo the exact amount of indebtedness found to be outstanding
and unpaid as of January 1, 1942 when tho bond rogistors of tho above
identified issue of bonds hava boon carofully balanced and the interest on
past duo bonds and judgments rondorad on past duo bonds and coupons have been
computed to the dato of the rofunding bonds. This total amount of indobted-
noss computod to January 1, !942, includinj principal .,riount of bonds,
judgments and interost accruals, (whothor roprosonted by coupons or not),
shall bQ rufunded for _Q_ per cont of its faco amount.
% 1:
Section 2. The Qity shalls by proper action, cause rofunding bonds
to to authorized and validatod by the Oircuit Oourt, or the Suprome Qqurt of
Florida in the event of an appoul in un uiriount sufficient to permit an exchange
of securities for W total amount of principal indobtAnoss pluz all judy
ments and unpaid interest accrued, (whether represented by cou,ons or noW
outstanding as of January 1, 1942, using such procedure and forms therefor
as shall be approvod by nationally recogn-ized bond attorneys; that said
refunding bonds shall be executed in the man-acr required by law, and placed
on doposit in escrow with a bank to be selected by the first Party under
inGtructions from t�a S,Ocond Party, or its proper o-.'Lficials; that said
refunding bonds shall bo, do, -livered in oxchn-ago for the outstanding iadubtod-
i -io cd in Section 1 hoxoof2 this contract
, ss as of J,.nu!.I.ry 1, 19422 dC'Qscrib�'
boin6 sufficient authority for said officials to mako said deposit on
usual forms for the purpose, suid forms to be pr,�qpuxod by First Paxty, and
o-' by tile attorney for tile Second Farty.
,-Op.rc)v
Section 3. The said refunding bonds shall be dutod J:,,zuury 1,
1942, and Sha -11 mIlture Jtunu,,�.ry 1972.
Section 4. That saici r,.'-ftu-idia6 bonds shall 00"".r intorost p a, Y Ub 10
Somi-annually at thO f olllowinE� r.-,,,tcs:
One percent (111'u) per -:'.,nn'cLm for the first seven yo,',.'rG ,after da,tc thor-Oof;
One and 'C)no-half P, --,r cont 1 per t-anum f or t ne, next succ ooding three y- r s -
_A; s
T-�,:o percent 2") per for the noxt succo(-,cjinnp five y. r
'Y
percent per annum for the next succeeding fivo yo -ars;
Three
Four percent (4;lb) per annum for the next succeeding five yo-arB;
Five percent (5JO per annim for the next succeeding five years;
-iding bonds shall be
Section 5- (a) That of said rofui
callable at par plus accrued interest upon any interest payment date
prior to maturity.
(b) That the option to call the rofrinding bonds prior
to th-air rospoctive aiatuxity datos, if used, shall be exercised in the
following III
(1) Tho bonds sh-,,,.!--, be drzam by lot by the govern-
ing authority o -f the Second Party.
(2) Tile rosooQtivo lots shall conSiat Of all of
the then outstamdinL� oonds.
(C) L)tiCQ of -t_lid 7 Lion, specifying the bonds cullod,
11 be filod at the :-,c,, o.L'"' ot-yinont of the principal tulli intor'--t of
said rafwidin8 bonds, t 10, u s t thirty days prior to the redemption auto)
and, notice of intention to said bonds shall ulso be publishod
once, not more than sixty, nor loss than thirty, d,,-,ys prior to the ro-
demotion date in oat least tro publications, one of which shall be r-
nowcpapor having gomcm",! circulation in Okcochoboo, Florida, and the
other -shall be a financial journa-1 publishod in the City of Now York,
Now York.
(d) That, for the purpose of adequatoly providing for
the pt,.�ymcnt of the interest o'n said rofu-nding bonds as it fn,.,t,,:Lros, and
f or the croation of a sinking fund for the retiromont of all of staid
_ftoy ir 0 cc
refunding boads as 101 ature, the procoodii., tmthorizing th issuan
thereof Shall:
(1) Conform to the tax provision
roquiroalonts of Chapter 16Y72, Laws of Florida, Acts of 1931 (O.G.L.
State of Florida, Section 2363, ot seq.), and such other 1.--,w or laws
us chall be required by the uppxoving bond attoamoys provided for
norcin La Order t 'D accomi-lism Suor-, full Purno-es noroof;
(2) ContUin legally offoctive obligations
and covenants on tho icsuinc taxin- unit to and in favor of the holders
of the rof-uundincr bonds that the City shall for ctach fiscal year levy
t axe for the paymont of the intor,00t of the now bond,,-,, and for a Sinking
fund thorofor in the followir-ag mannor-. (a) in the annual bud7ot to be
Pro -oared and in oIich of tho yoars 1)42 to 1946� both inclu2'.ive,
there shall be a minimum current Debt Service Levy in the sum of Fifte,.an
Thousand ( "Ir-, 000) Dollar.-,; f or the years 1949 to 15;�' , both inclusive,
there shall be a minimum current Debt Service Levy in the -,Lu of Two.-Lity
Thou. -:,,=d (-""20�000) Doll.,,,-rs, including mad deducting thorofrom for any of
CD
such years ��ay ro.venuc.-' otho-r th-,.,.ia from ad valorem taxcs, w1riich imay b.- avail-
bl " r .5
�) m -id which are so actu,,.Ily- applied: (b) and after the you, 19 1,
such shall be budgeted c.,-, ma:y b-. nocosoury for th,0 principal �uid
intorrUst retirement of til -e Londod indobtocincoo, b-a—sod upon not more than
Fifty Porount colloctioility, inuluding und doductino- therefrom for
4D
uny of such years any- rovonuoc otiaor th-an from advalorem tuxes vifnich imay
a C, I,
be available, and which urc so uctu.ully applied; thon in that event, in
a - y year during the lifo of tho refunding bonds, the Oity Ln,,.,y*rucuco the
ll I
ad v'Ilorom levy for such fiscc2.1 year, by cuci-i on it 1c.,gally
wh�
ro-lcciv--s Such nLun or suins f roin Sourcco- othor t1i,-xi ad valorem (jity taxes,
,:)Iioi-:. such funds, to the intc:cost and Sinking fund for
and actun--Ily so ,Ip'
"r
the rlofun�finE bonds, prior to the time for mia-ing such levy for r-,,uch
fio-cal year. In the event of a failuro- Or ranfusal of the governing
0
-Luiit to p,Crform !�ny of the oblig,-tiors
authority of the issuing t!A',xinE I
as sumed thereunder t o t ho holder 34 0 f 10 f undi lag 'boilds) o r cA,,o on E.;. dO. f 'ault
in the payment of intereSt on caid refunding bondS, then upon the
declaration in writin.,-:, i'ilod with Second P-urty, throu.h its Olork) C)y
the 'holdorS, of --t. loUst forty (40C�) Percent ill principal "Ilaount of the
refunding bonds outstanding upon the happening of such failure, refusal,
or defaultp said refunding sonds shall, at tho option of the respective
holders, revert to the original interest rate of the securities exchanged
therefor, but such reversion shall only be effective from the date to
which interest had Wea paid on said refunding bonds prior to date of
the filing of the declaration of intention to exercise such option, and
if the right to the higher intorcot rate acuruos, the hi6hor rate of
interest shall be evidenced in the manner then provided by law: provided,
said bonds shall not rovort to tho original intarost rate unless the
failure, rofusal, or default in not corrected within a period of six
months aftor its happening.
(c) If at any tims thoro is
000. 00 or more in the
Refunding Bond Interest and Sinking Fund Account over and above the
amount of tho next annual interest roquiremant, the suit fund shall be
used by the City, after giving reasonable puulic notice of its intention,
I (
ior = purpose ol purchasing refunding bonds of tho issue contemplated
herein, which purchase shall be made in the following manner: The City
shall designate a date at which time it will roccivo sealed tenders of
bonds of the rofunding issue herein authorized, and act upon such tenders
in open session. The entire available surplus for the retirement of
bonds shall be used to purchaco bonds offured by such tonders at the
lowest price; provided, however, that if the said City be dissatisfied
with any or all tondors thus roceivod, it shall have tho option to reject
any or all of same, and within thirty-one (31) days after such rejection,
it shall readvertioe for additional sealed tenders in the same manner as
horoinbefore provided, and shall purchase the bonds offered at the lowest
prices upon such roadvoxticomant, from curpluo funds available in the
Refunding Bond Interest and Sinkiog Fund Account. If, however, the prices
of bonds tendered arc not in line with the curiontly quoted market, the
naid City Council ohall have the right to rojoct any or all of such t-jilu-010,
provided, futhor, that following each rospoctivo tender date said City may
privately puxchuso additional binds With SQ020quent s'urplus accu�'-'Ju_j'
_"tiono
or any other funds as long as privato purchases may be made upon such basis
as will show an equal or hi,hux income yiUld than the Aighoot yield oulcu-
latod On bonds purchased rosponsive to tenders received at the last pro -
coding date. In the event that no offerings ctn be obtained at or below
the callablo price, the said Jity may procood to call bonds by lot.
Soction 6. That- ScQond P.uxty shall tako ouch action as may be
necessary to consummate the rof inancing program herein aulnorizea to
end that the proceedings authorizing the issuance of the refunding bonds,
or the refunding bonds themselves, shall
(a) Be general obligations of the issuing taxing unit;
(b) Contain a fledge of the full faith and credit of
said issuing taxing 'unit for -the prompt payment of the priacipal. und
interest of said rofunding bonds according to their tenor;
(c) Provido for payment in logal tender of the Unitud
States of all taxes provided to bo loviod for tho puymont of said Rc-
fundinE Bonds and iatorwat theroon;
(d) Be continuations, extonsionG, mergers, and ronowuls
of tho bonds proposed to be ratuadod;
(0) Provide that all riEhts and romodies; which were
available for tho support and caforcomont of the bonds proposod to be
rofundod will continua and remain available for the support and enforcement
bo the sub�oct of this proccading, cA --,lay torm2l otctisfactory to the First
P�,��,rty and to the holders of ��uch !above mentioned obligations refecrod to
heroin.
sectio -n 6. Thomas 1. 'Vook & Company ugro,001 to furnish (1) the
-%d by the City of Olcojohoboo; and (2)
bl,,'-'nk r-- -iding bonds to b-- oxociatu
the approving opinion of nation,,,Ily r-acognizod bond counsel upon the
-orocoduro usod for tlio ic.-I,uanco -.,,nd validation of said r,Ofandin:7- Donds.
U W Orir 0 no U 0 s s y � s u p L ii.g under the
If it b- i'r.utu.ully d, duod to b, o1a roc 'Od -L G
kvaaicipai B��nkruptcy AQt (11 4ol-403), as Aluy bo ruquirod to
mak,,; t'ho Plan of-loctive, shall 1)-,-, conducted at t.110 City's --XpOnso.
Section 9. Thor,,, -us bi. Oook & Uompany xc,-,,orvo,- the riSht for
in u.,:, -i -ting the Jity in rohabilit-Iting
ceiiubursoi�ciont for its sorvic
itc debt structure under this agrooment, in inducing the various 11olders
of the, outst-,Mding bonded indebtedness of the City to participate in the
Plan of Composition, an"d for otiaor such sorvioc.s., renderod the City, and
the benefit,-, naturally flowing to croditors as a ro,,�,,ult of the operation
of
th.e refunding bonds issued in lieu thereof;
(f) Provide for tho holders
of the refunding oonds to be
subrogatod to tho riahts of trio holdorS.
of the bonds oxchaagod therefor
if
said refunding bonds should be hold
invalid or unenforceable.
Section 7.- The City of Olco,Ochobao
hereby recognizes the right
of
Thomas M. Cook &- Company to buy and
sell bonds ��nd coupons of the City
of
Okeechobee, Florida, or judgments ro-ndored
thero-on, all of which might
bo the sub�oct of this proccading, cA --,lay torm2l otctisfactory to the First
P�,��,rty and to the holders of ��uch !above mentioned obligations refecrod to
heroin.
sectio -n 6. Thomas 1. 'Vook & Company ugro,001 to furnish (1) the
-%d by the City of Olcojohoboo; and (2)
bl,,'-'nk r-- -iding bonds to b-- oxociatu
the approving opinion of nation,,,Ily r-acognizod bond counsel upon the
-orocoduro usod for tlio ic.-I,uanco -.,,nd validation of said r,Ofandin:7- Donds.
U W Orir 0 no U 0 s s y � s u p L ii.g under the
If it b- i'r.utu.ully d, duod to b, o1a roc 'Od -L G
kvaaicipai B��nkruptcy AQt (11 4ol-403), as Aluy bo ruquirod to
mak,,; t'ho Plan of-loctive, shall 1)-,-, conducted at t.110 City's --XpOnso.
Section 9. Thor,,, -us bi. Oook & Uompany xc,-,,orvo,- the riSht for
in u.,:, -i -ting the Jity in rohabilit-Iting
ceiiubursoi�ciont for its sorvic
itc debt structure under this agrooment, in inducing the various 11olders
of the, outst-,Mding bonded indebtedness of the City to participate in the
Plan of Composition, an"d for otiaor such sorvioc.s., renderod the City, and
the benefit,-, naturally flowing to croditors as a ro,,�,,ult of the operation
of the Plan, to make such reasonable charges to the bond holders of the
City of Okeechobee, as may bo determined between Thomas 1. Cook & Company
and the holders of the bonded indebtedness of the City of Okeechobee, and
the matter of such charge is of no concern of the City of Okeechobee in
any mannor whatsoever.
section 10. It is further ugreud that under this plan of ad-
justmont delinquent taxes may bL:,, adjusted at such rates as may be agruuablo
to the Qity and to the taxpuycis of the jity, an4 all such funds ronlized
from such dolinqucnt taxes by the City of okouckobee pursuunt to this plan
of adjustment, and aftor it boQOMCS 0000tivC, shall be placed in a special
account of the City of Okocchoboo, and shall be spent for such incidental
and/or legal expenses as the City Council may determine and direct.
Section 11. That for a period of throe years from date hereof
the First Party is Qppointod Fiscal Agent for the Second Party and granted
exclusive authority to act for and on behalf of Second Party in all
matters connected with or relating to the adju;,.t.mon-u
of the City'S i-ndobtedness, provided th.,-,t on or before one y --,%x from
drate hereof the FirSt Party hUs obta,inod, the cono-ent of this rofundilig
bonded
of the holders Of sixtYevoil Percent or more of the out-ttuiding
in"Jobtodness Of tlao Oity, p-rovidod, ho,�v�.",vor, th.:A durinT� such po.eiod
Firolt P,,-,rty shall mak-o dillitc,;'Ont oiiort at �al tii-aOls tc) -LCfu--Id all of
the bonded iadobt.i--daess horoinboforc uzi,,)scrilbod� wad tho First Purty
['19rCOG tllut it Will n1f1kc full und com,01WA0, --c-1port as to tho pro-roso
of such rjfizi-ing - Q � do
pro-zwu aad as t�; t,�ac effort- 'o-in6 ma by Firot
Party in connoction tho-Towith ut any time on demand of Second purty.
0 -ided induotcdiose of the
Whon the holders of `7'� of the Outstanding 'oo.,L - I
City have Qonsontod, the rcfianL�,ia- plan becomoS, effective and the bonds,
are exchmgeuble i�pon inStruotions fxom the Fiscal AEont of the V'ity.
Soction 12. al Thut the pL,,xti,,-JQ- heroto will jointly use
their bo, -t efforts to induce 1101dOrs of the PrOsontly out2tariding borlds
includo,d within the scope horcof to particip.-Ite in the rofu.nding pro-
- grlm sot f orth heroin, tmd, until othorvii -so mutur—,I ly a grood upon, sub-
j(,,ct to the limit!itions, hor0lin cot forth, the plam, heroin sot forth
sha,,ll co--astitute the exclusive rof-Luiding for said Sn-cond P,,-,rty.
(b) That vihonovor taid as, often us the First
Party shail rcquost in writing to be i-_,Iformod :�c to the finu-nIciad
alff,airs of tkic Second Pcxty, suQla aS the of tax lovical colloc-
tions, do�li,nquo_qcics, the of revenue !�Xld income uv!.il,,_,bl0 from
rom ad Valorom tuxuap
sources Other thEin f
outstanding or rotirod, to fuxnish -ouch infor,iiLLtioij promptly) and t3 6ive
consideration to ,.,ny recOilamendations of the First P,;xty with Z06,�_,rd j
due
to such financial affairs.
(c) Tht-;..t, il" during the life of this contzact)
-any of th.- outstanding bonds oubjoot to xof-uading� or cout r U -1 --lit
pons appu t 1
thereto or clippod thorc-i"rom, chall be prt),IsOmtod for paymnont, or suit
instituted thercon, or in rospect t�loreto, Second P,,;.,-.rty agrees that the
Fix,,�,t P,,,,rty will be notified before any tor,�rs of sott-10mont arO t�grood
P, r4 -y
'Lmon b0twoon Second U mid .-,my Q-tich boadholdor.
(d) That, if my portion of thilo coiatract.shC.11
bo 109,11--ty c-loclaxod Or void contrzact, shall -,,t- the
0-
ption 0 If t h o f i r s, t, Pl_,:rty� 'bo coiizidoxod fully op,0r,_,,tivc without .-,uc;h
inoporativo or void -portion.
The foxc�,-oinjZ tor�aa -ai-Id Qonditioi-is v,,ill not
be binding an the P,,,-,Tty of the First Part, if the afoxosaid iQ-.-:,uc of
rofundin6 bonds d.,-tod Janu!�ry 1, 1942 be mude taxable by 2-ogi.-Ilation
of the United States 0 _a6ross, or Otherwise.
INT 'ATMESS MHIP�LOF, First F-larty hjus executed this, ia.-Itruuicmt
in duplicate under its hund 'Und scal, and Socoad Party nas caused this
instrument to bc oxo(jutod in do,,plicate and its w1dor duo Uuthoxityp
by proper resolution, and has cauc�old the swmc to bc signed by the Layor
and the, PrO,,�i':Iont r"I"'Id mo-Imbers of the City CoLuIcil Of the 0itY of 0kc__--
r signatui:cs ,,-'-tested by the City- Clork of staid
cho'boe, Florida, -nd thei.
City, rvith scal duly affixed, aIll of the 24th day of Yarch, A. D. 1942.
THOIvIIAS 11. COOK & Ci.)ITLITY, NOT INOORPORATID
By:
i t 1.1,1
.0. 0. kcuain
L c).
o -9a A. PAnc
OITY ;��f fI,QRli)A
By H. H. _anwa c r s o a
kay or
W. R. P Etgo
President of City 0ouncil kc�iibcr
of Cit -r C"ni-incil
Uoou irotio.a tho COUI'icil ad,-Jouri-Lcd.
ATTLST:-
�;ity-Qlork
ldcu zit'y Qoulwil
of
City
o0valoil
J.
M.
Roo, Sr.
S.
R.
Ruifsnidcr
ATTEST: Alma. Sherman
I.
N.
1ACILdlell
City CloXk
Uoou irotio.a tho COUI'icil ad,-Jouri-Lcd.
ATTLST:-
�;ity-Qlork
ldcu zit'y Qoulwil