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1987-14 Street Paving87-14 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF OKEECHOBEE, FLORIDA • BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OKEECHOBEE, FLORIDA as follows: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This resolution is adopted pursuant to the Charter of The City of Okeechobee, F.S.A. § 166.041 (1987), and other applicable provisions of law. SECTION 2. FINDINGS. It is hereby ascertained, determined and declared that: (a) It is necessary and desirable to provide for the financing of the resurfacing, levelling and paving of streets within the City of Okeechobee, Florida. (b) The City is authorized to issue its revenue notes pursuant to F.S.A. § 166.101 et seq. (1987), and to pledge the fees, charges, income and revenues received by it under F.S.A. §336.025 (1987) (the local option gas tax), F.S.A. § 206.605 (1987) (the municipal tax on motor .fuel), F.S.A. § 206.625 (1987) (the City's share of the constitutional gas tax), and F.S.A. § 212.67 (1987) (the motor fuel rebate) (hereinafter more particularly defined in SECTION 7 hereof as "Pledged Funds"), provided that such Pledged Funds are derived from sources other than ad valorem taxation, to pay the principal of and interest on the note to be issued as hereinafter set forth. The lien of the holder of the note on the Pledged Funds shall be first and prior to any other claims to or liens upon said funds. (c) The estimated cost of the project financed is the sum of ONE MILLION THREE HUNDRED THOUSAND DOLLARS ($1,300,000). Such cost may be deemed to include, but not limited to, costs incurred by the City for labor, material and supplies; engineering, legal and financing expenses; expenses for estimates of costs and of revenues; expenses for plans, specifications and surveys; the fees of fiscal agents, financial advisors or consultants; administrative expenses relating to the project; and such other costs and expenses as may be necessary or incidental to the financing herein authorized and the completion of the project, together with such other costs and expenses as may be necessary or incidental to the project. (d) The principal of and interest on the note to be issued pursuant to this Resolution and all other payments provided for will be payable solely from the Pledged Funds hereinabove and hereinafter described and any other funds legally available therefor the use of which would not cause such note to be a general obligation of the City or a pledge of the City's ad valorem taxes, in the manner herein provided. (e) Neither the Council nor the City will be required to levy taxes on any real property within the City to pay the principal of and interest on the note herein authorized or to make any other payments provided for herein. The note shall not constitute a lien upon any properties of the Council or of • the City other than on the Pledged Funds. SECTION 3. NEGOTIATED SALE NECESSARY; AWARD OF NOTE. It is hereby found, ascertained, determined and declared by the City that a negotiated sale of the note of the City in the principal amount not exceeding $1,300,000 is in the best interest of the City and is found to be necessary on the basis of the following reasons, as to which specific findings are hereby made: (a) Due to the small size of the Note, the City could not command better terms for the Note in the public market than the negotiated sale herein described, particularly in view of the timing of such an offering and the current instability of the revenue obligations market. (b) The complex nature of the security for payment of the Note requires a lengthy review of the credit of the City which would be financially impractical for bidders to undertake in a competitive sale context. The negotiated sale of the Note to The Citizens and Southern National Bank, Atlanta, Georgia (the "Bank") is hereby authorized pursuant to Section 218.385, Florida Statutes, as amended. The Note shall be dated, mature, bear interest and be redeemable as provided herein. The acceptance of Bank's offer to buy the Note at par or the aggregate amount of Advances (as hereinafter defined) made thereunder, whichever is less, is hereby authorized and the City hereby authorizes and directs the Mayor or Vice Mayor and Clerk or Deputy Clerk of the City to take all other action necessary to consummate such sale. SECTION 4. DESCRIPTION OF NOTE. The Note shall be dated the date of issuance thereof and shall bear interest from such date on the principal amount outstanding from time to time,,pntil payment in full at the rate of 8.23 percent (8.23%) per annum (computed on the basis of a 365 or 366 day year, as the case may be, for the actual number of days elapsed.) Under the terms of the Note, accrued interest on the outstanding aggregate principal amount of funds advanced under the Note (the "Advances") from the date of each respective Advance shall be due and payable on December 15, 1988. Thereafter, the aggregate principal amount of funds advanced under the Note and accrued interest thereon shall be due in ten (10) approximately equal annual installments in accordance with the amortization schedule attached to the Note as Schedule 1 (subject to certain adjustments more particularly described in the Loan Agreement, as defined in SECTION 10 hereof), with the first such installment due and payable on December 15, 1989, and thereafter on each succeeding December 15, to and including December 15, 1998. The Note may be prepaid in whole, but not in part, subject to the prepayment premium set forth therein. 2 — 4S74d SECTION 5. EXECUTION OF NOTE. The Note shall be executed manually in the name of the City by its Mayor or Vice Mayor and attested by the City Clerk or the Deputy Clerk, and the corporate seal of the City shall be affixed thereto. In case any one or more of the officers who shall have signed or sealed the Note shall cease to be such officer of the City before the Note so signed and sealed shall have been actually sold and delivered, the Note may nevertheless be delivered as herein provided and may be issued as if the person who signed or sealed the Note had not ceased to hold such office. SECTION 6. FORM OF NOTE. The Note shall be in substantially the form attached hereto as Exhibit A, with such omissions, insertions and variations as may be required to complete the Note properly and as may be approved by the officers executing the Note manually, which approval shall be conclusively evidenced by such execution. SECTION 7. SECURITY FOR NOTE. The City shall include in its general funds operating budget each year an amount equal to the principal and interest on the Note for such year. The principal of and interest on the Note shall be secured by a lien upon and pledge, effective the first day of each fiscal year of the City, of the revenues received by the City pursuant to F.S.A. § 336.025 (1987) (the local option gas tax), F.S.A. § 206.605 (1987) the municipal tax on motor fuel, F.S.A. § 206.625 (1987) the City's share of the constitutional gas tax, and F.S.A. § 212.67 (1987) the motor fuel rebate for such fiscal year (the "Pledged Funds"), provided that such funds are derived from sources other than ad valorem taxation. The City hereby irrevocably pledges such funds to the payment of the principal of and interest on the Note issued hereunder. The lien of the holder of the Note on the Pledged Funds is first and prior to any other claims to the Pledged Funds. In addition, to the extent revenues derived by the City from the Pledged Funds are. insufficient to pay the principal of, premium (if any) and interest on the Note and any other obligations under this Agreement, the City hereby agrees to pay the same with any other funds legally available therefor the use of which would not cause the Note to be a general obligation,, of the City or a pledge of the City's ad valorem tax revenues. Moreover, if the ratio of the revenues derived by the City from the Pledged Funds in any given year to the principal, premium (if any) and interest on the Note and any other obligations under this Agreement coming due that year is less than 1:1, the City hereby agrees to pledge to the payment of the same other revenues legally available therefor and acceptable to the Bank the pledge of which would not cause the Note to be a general obligation of the City or a pledge of the City's ad valorem tax revenues. SECTION 8. NOTE NOT "BOND" OF CITY. The Note shall not be or constitute the general obligation or indebtedness of the City of Okeechobee, Florida, - 3 - 4S74d within the meaning of any constitutional or statutory limitation of indebtedness, but shall be payable solely from and secured by a prior lien upon and a pledge of the Pledged Funds, as herein provided, and any other funds legally available therefor the use of which would not cause the Note to • be a general obligation of the City or a pledge of the City's ad valorem taxes. No holder of the Note issued hereunder shall ever have the right to compel the levy of ad valorem taxes to pay the note or interest thereon. SECTION 9. REGISTRATION OF NOTE. The Note is registered as to the payment of principal and interest on the books of the City Clerk of the City, as note registrar (the "Note Registrar") kept for that purpose, and the principal and interest thereof shall be payable by the Note Registrar directly to the registered owner at the address of such registered owner as shown on the books of registration, or, as otherwise directed in writing by the registered owner, and no transfer of the Note shall be valid unless made on the books of the Note Registrar. SECTION 10. AUTHORIZATION OF LOAN AGREEMENT. Subject and pursuant to the provisions of this Resolution, the City is hereby authorized to enter into a Loan Agreement with the Bank in substantially the form attached hereto as Exhibit B (the "Loan Agreement") setting forth the obligations',of the City to the Bank in connection with the Note and the indebtedness created thereby. SECTION 11. EXECUTION OF LOAN AGREEMENT. The Loan Agreement shall be executed manually in the name of the City by its Mayor and attested by the City Clerk or the Deputy Clerk, and the corporate seal of the City shall be affixed thereto. In case any one or more officers who have signed or sealed the Loan Agreement shall cease to be such officer of the City before the Loan Agreement shall have been actually sold and delivered, the Loan Agreement may nevertheless be delivered as herein provided as if the person who signed or sealed the Loan Agreement had not ceased to hold such office. SECTION 12. FORM OF LOAN AGREEMENT. The Loan Agreement shall be in substantially the form attached hereto as Exhibit B, with such omissions, insertions and variations as may be required to complete the Loan Agreement properly and as may be approved by the officers executing the Loan Agreement manually, which approval shall be conclusively evidenced by such execution. SECTION 13. REPRESENTATIONS, WARRANTIES AND COVENANTS OF CITY. The City hereby represents, warrants and covenants for the benefit of the holder of the Note as follows: (a) Additional Obligations. The City Council hereby covenants and agrees that the City will not incur any other obligations or indebtedness, payable from the Pledged Funds without the written consent of the Bank which the Bank may in its discretion withhold, unless such obligations are junior and subordinate in all respects to the Note as to lien and source and security for payment. - 4 - 4S74d (b) Remedies. The holder of the Note issued under the provisions of this Resolution 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 under the laws of the State of Florida or granted and • contained in this Resolution, and may enforce and compel the payment of all sums and the performance of all duties required by this Resolution or by any applicable statutes to be performed by the City or by any officer thereof, including, but not being limited to, the application and distribution of the Pledged Funds in the manner provided in this Resolution. (c) No Impairment of Contract. The City has full power and authority to irrevocably pledge the Pledged Funds hereinabove described to the payment of the principal of and interest on the Note. The pledge of such Pledged Funds in the manner provided herein shall not be subject to repeal, modification or impairment by any subsequent resolution or other proceedings of the City without and unless such City makes immediately available such additional or supplemental funds which shall be sufficient to prepay in full such Note and the interest thereon in accordance with its terms; provided, however, the City may provide substitute Pledged Funds with the written consent of the Bank, which the Bank may in its discretion withhold. The City shall take all actions and pursue such legal remedies which may be available to it either in law or in equity to prevent or cure any default or impairment as within the meaning of this subsection (c). (d) Collection of Pledged Funds. The City shall be unconditionally and irrevocably obligated, so long as any of the principal of the Note or the interest thereon are outstanding and unpaid, to collect such Pledged Funds, to the extent necessary to pay the principal of and interest on the Note and to make the other payments provided for herein. This provision shall not be construed to prevent reasonable revisions of the rates of the taxes from which such Pledged Funds are derived as long as the proceeds of such Pledged Funds to be collected by the City in each year thereafter will be sufficient to pay the principal of and interest onthe Note as the same become due and to make all other payments herein required in such year. - (e) Pledged Funds Not Subject to Repeal. The City has full power to irrevocably pledge such Pledged Funds to the payment of the principal of and interest on the Note, and the pledging of such Pledged Funds 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 City, except as provided in subsection (c) hereof. (f) Outstanding Tax Exempt Obligations. The City has not issued any tax exempt obligations during calendar year 1987 and has not previously had any such obligations issued on its behalf (other than private activity bonds) except the $5,000,000 City of Okeechobee, Florida Water and Sewer Refunding and Improvement Revenue Bonds, Series 1987. - 5 - 4S74d (g) Aggregate Tax Exempt Obligations. The City does not reasonably anticipate that the amount of tax exempt obligations (other than private activity bonds) which will be issued by it or on its behalf during calendar year 1987 will exceed $10,000,000. (h) Private Activity Bond. The City shall not use any of the proceeds of the Note in such a way as to cause the Note to be a "private activity bond" within the meaning of Section 141 of the Internal Revenue Code of 1986, as amended. (i) Federal Guarantee. The City shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause the Note to be "federally guaranteed" within the meaning of Sectiori,149(b) of the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder. SECTION 14. DESIGNATION OF NOTE. The City hereby designates the Note as a qualified tax-exempt obligation under Section 265(b) of the Internal Revenue Code of 1986, as amended. SECTION 15. REPEAL OF CONFLICTING RESOLUTIONS. Any and 411 resolutions in conflict with this Resolution are hereby repealed and superseded to the extent so in conflict herewith. SECTION 16. EFFECTIVE DATE. This Resolution shall be effective immediately upon its adoption by the City Council. PASSED AND DULY ADOPTED BY THE CITY COUNCIL OF THE CITY OF OKEECHOBEE, FLORIDA, this 15th day of December, 1987. CITY COUNCIL OF THE CITY OF OKEECHOBEE, FLORIDA By akland R. Chapman Mayor Attest:f6/'G Bonnie S. oma's City Clerk (SEAL) EXHIBIT A - NOTE EXHIBIT B - LOAN AGREEMENT - 6 - 4574d