1984-18 Water/Sewer Revenue BondsRESOLUTION #84-18
A RESOLUTION PROVIDING FOR THE ISSUANCE OF NOT
EXCEEDING $2,212,900 WATER AND SEWER REVENUE BOND
ANTICIPATION NOTES, SERIFS 1983, OF THE CITY OF
• OKEECHOBEE, FLORIDA, IN ANTICIPATION OF THE RECEIPT
BY THE CITY OF THE PROCEEDS FROM THE SALE OF NOT
EXCEEDING $2,212,900 WATER AND SEWER REVENUE BONDS,
SERIES 1983; AWARDING THE NOTES; FIXING THE INTEREST
RATES; AUTHORIZING USE OF A PRELIMINARY OFFICIAL
STATEMENT AND USE AND EXECUTION OF AN OFFICIAL
STATEMENT IN CONNECTION WITH DISTRIBUTION OF SUCH
NOTES AND OTHER ACTIONS IN CONNECTION WITH THE
ISSUANCE AND DELIVERY OF SUCH NOTES; DESIGNATING THE
PAYING AGENT AND REGISTRAR IN CONNECTION WITH THE
NOTES; AND PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OKEECHOBEE,
FLORIDA:
Section 1. AUTHORITY FOR THIS RESOLUTION. This resolution is
adopted pursuant to Section 215.431, Florida Statutes, and other applicable provisions of
law.
Section 2. FINDINGS. It is hereby ascertained, determined and declared
that:
A. It has heretofore been determined that it is necessary and desirable to
acquire and construct additions, extensions, and improvements to the water and sewer
system (the "System") of the City of Okeechobee, Florida (the "City"), more specifically
defined in the Bond Ordinance hereinafter mentioned (such improvements being herein
called the "Project").
B. The City has heretofore by Ordinance No. 487, duly enacted on June 20,
1983, as amended and supplemented (the 'Bond Ordinance"), authorized the issuance of
not exceeding $3,212,900 Water and Sewer Revenue Bonds, Series 1983 (hereinafter called
the 'Bonds"), to finance the cost of the Project and the refunding of the Refunded Bonds
as defined in the Bond Ordinance. $1,000,000 principal amount of. the Bonds were
previously issued to finance the cost of refunding the Refunded Bonds. The Bonds and the
interest due thereon will be payable solely from and secured by a lien upon and pledge of
(1) the net revenues derived from the operation of the System, (2) the proceeds derived by
the Citv from its public service tax levied and collected pursuant to Ordinance No. 216,
duly enacted by the City on October 8, 1945, as amended or supplemented from time to
time, on every purchase of electricity, bottled gas (natural or manufactured), and local
telephone service within the corporate limits of the City (the "Public Service Tax"), (3)
the amounts due and payable to the City under franchises granted by the City, more
. particularly described below, as such franchises may be renewed or extended from time to
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time (the "Franchise Revenues"), and (4) the revenue sharing trust funds received by the
City pursuant to Chapter
218, Part II, Florida Statutes, as
amended (the "Guaranteed
• Entitlement Funds"), all
in the manner provided in the
Bond Ordinance
(such Net
Revenues, Public Service Tax, Franchise Revenues and Guaranteed Entitlement Funds
hereinafter collectively called the "Pledged Funds"). The pledge of and lien on the
Pledged Funds for payment of the Bonds will rank on a parity with the pledge of and lien
on the Pledged Funds to secure payment of the City's outstanding Water and Sewer
Revenue Bonds, Series 1972 (the "Parity Bonds").
C. It is necessary and urgent that funds be made immediately available in
order to provide money for the acquisition and construction of the Project. The principal
of and interest on the Notes to be issued pursuant to this resolution will be payable solely
from and secured by a prior lien upon and pledge of the proceeds derived from the sale of
the Bonds (the "Pledged Proceeds") and, if necessary, from a lien upon and pledge of the
Pledged Funds. Such pledge of Pledged Funds however, shall be junior and subordinate to
the pledge and lien thereon of the Bonds and the Parity Bonds.
D. The City has found that it is necessary and desirable to sell the Notes at
private, negotiated sale, and to authorize the use and execution of a final Official
Statement, to designate the Paying Agent and Registrar and to authorize the taking of all
other necessary action in connection with the delivery of the Notes.
Section 3. RESOLUTION TO CONSTITUTE CONTRACT. In consideration
of the acceptance of the Notes authorized to be issued hereunder by the owners from time
to time, this resolution shall be deemed to be and shall constitute a contract between the
City and such owners. The covenants and agreements herein set forth to b'e performed by
the City shall be for the benefit, protection and security of the legal holders of the Notes.
Section 4. AUTHORIZATION OF NOTES. Subject and pursuant to the
provisions of this resolution and in anticipation of the sale and delivery of the Bonds,
Notes of the City to be known as "Water and Sewer Revenue Bond Anticipation Notes,
Series 1983" (herein sometimes referred to as "Notes"), are hereby authorized to be issued
in the principal amount of not exceeding Two Million Two Hundred Twelve Thousand Nine
Hundred Dollars ($2,212,900).
Section 5. DESCRIPTION OF NOTES. The Notes shall be dated October
1, 1984, shall mature on October 1, 1985, shall be in fully registered form, and shall be
issued in the denominations of $5,000, except that one Bond shall be issued in the
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denomination of either $7,900, $2,900, or as requested otherwise by the Purchaser. The
Notes shall bear interest from their date at the rates per annum not exceeding the
maximum interest rate allowed by law, as set forth in the Purchase Agreement attached
hereto as Exhibit A and made a part hereof, payable on October 1, 1985. The Notes shall
be payable as to principal and interest at a bank or banks to be determined by mutual
agreement between the purchaser of the Notes and the City prior to delivery thereof.
The Notes shall not be redeemable prior to their stated date of maturity.
Section 6. EXECHTION OF NO'T'ES. The Notes shall be executed in the
name of the City by the Mayor, countersigned by its City Administrator, and attested by
the City Clerk, and the official seal of the City or a facsimile thereof shall be affixed
thereto or reproduced thereon. The facsimile signature of such officers may be imprinted
or reproduced on the Notes. The Certificate of Authentication of the Note Registrar
shall appear on the Notes, and no bond shall be valid or obligatory for any purpose or be
entitled to any security or benefit under this Resolution unless such certificate shall have
been duly executed on such Note. The authorized signature for the Note Registrar shall
be either manual or facsimile; provided, however, that at least one of the signatures
appearing on the Notes, shall at all times be a manual signature. In case any officer
whose signature shall appear on any Notes shall cease to be such officer before the
delivery of such Notes, such signature or facsimile shall nevertheless be valid and
sufficient for all purposes the same as if he had remained in office until such delivery.
Any Notes may be signed and sealed on behalf of the City by such person who at the
actual time of the execution of such Notes shall hold the proper office with'the City,
although at the date of adoption of this Resolution such person may not have held such
office or may not have been so authorized.
Section 7. NEGOTIA]MLITY. Subject to the provisions hereof respecting
registration and transfer, the Notes shall be and shall have all the qualities and incidents
of negotiable instruments under the laws of the State of Florida, and each successive
holder, in accepting any of the Notes, shall be conclusively deemed to have agreed that
the Notes shall be and have all of such qualities and incidents of negotiable instruments
-:fl- m Commercial Code - Investment Securities of the State of Florida.
Section 8. REGISTRATION, EXCHANGE AND TRANSFER. There shall
be a Note Registrar for the Notes which may be the City or a designated bank or trust
company located within or without the State of Florida. The Note Registrar shall
maintain the registration books of the City and be responsible for the transfer and
•
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exchange of the Notes. The Note Registrar shall maintain the books for the registration
of the transfer and exchange of the Notes in compliance with the Florida Registered
• Public Obligations Act and the system of registration as established by the City pursuant
thereto.
Notes may be transferred upon the registration books, upon delivery to the
Note Registrar, together with written instructions as to the details of the transfer of such
Notes, along with the social security number or federal employer identification number of
such transferee and, if such transferee is a trust, the name and social security or federal
employer identification numbers of the settlor and beneficiaries of the trust, the date of
the trust and the name of the trustee. No transfer of any Note shall be effective until
entered on the registration books maintained by the Note Registrar.
Upon surrender for transfer or exchange of any Note, the City shall execute
and the Note Registrar shall authenticate and deliver in the name of the registered owner
or the transferee or transferees, as the case may be, a new fully registered Note or Notes
of authorized denominations of the same maturity and interest rate for the aggregate
principal amount which the registered owner is entitled to receive at the earliest
practicable time in accordance with the provisions of this Resolution. The City or the
Note Registrar may charge the owner of such Note for every such transfer or exchange an
amount sufficient to reimburse them for their reasonable fees and for any tax, fee, or
other governmental charge required to be paid with respect to such transfer, and may
require that such charge be paid before any such new Note shall be delivered.
All Notes presented for transfer, exchange, or payment (if so required by the
Note Registrar), shall be accompanied by a written instrument or instrumgnts of transfer
or authorization for exchange, in form and with guaranty of signature satisfactory to the
Note Registrar, duly executed by the registered holder or by his duly authorized attorney
in fact or legal representative.
All Notes delivered upon transfer or exchange shall bear interest from the
preceding interest payment date so that neither gain nor loss in interest shall result from
the transfer or exchange. New Notes delivered upon any transfer or exchange shall be
vauu uuuguuuiis of tine City, evidencing the same debt as the Note surrendered, shall be
secured by this Resolution and shall be entitled to all of the security and the benefits
hereof to the same extent as the Notes surrendered.
The City and the Note Registrar may treat the registered owner of any Note
as the absolute owner thereof for all purposes, whether or not such Notes shall be
overdue, and shall not be bound by any notice to the contrary.
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Notwithstanding the foregoing provisions of this section, the City reserves the
right, on or prior to the delivery of the Notes to amend or modify the foregoing provisions
• relating to the registration of the Notes by resolution or ordinance in order to comply
with all applicable laws, rules, and regulations of the United States and/or the State of
•
Florida relating thereto.
Section 9. NOTES MUTILATED, DESTROYED, STOLEN OR LOST. In
case any Note shall become mutilated, or be destroyed, stolen or lost, the City may in its
discretion issue and deliver a new Note of like tenor as the Note so mutilated, destroyed,
stolen or lost, in exchange and substitution for such mutilated Note upon surrender and
cancellation of such mutilated Note or in lieu of and substitution for the Note destroyed,
stolen or lost, and upon the holder furnishing the City proof of his ownership thereof and
satisfactory indemnity and complying with such other reasonable regulations and condi-
tions as the City may prescribe and paying such expenses as the City may incur. All
Notes so surrendered shall be cancelled by the Note Registrar for the Notes. If any of the
Notes shall have matured or be about to mature, instead of issuing a substitute Note, the
City may pay the same, upon being indemnified as aforesaid, and if such Notes be lost,
stolen or destroyed, without surrender thereof.
Any such duplicate Notes issued pursuant to this section shall constitute
original, additional contractual obligations on the part of the City whether or not the lost,
stolen or destroyed Notes be at any time found by anyone, and such duplicate Notes shall
be entitled to equal and proportionate benefits and rights as to lien on the source and
security for payment from the funds, as hereinafter pledged, to the same extent as all
other Notes issued hereunder.
Section 10. FORM OF NOTES. The text of the Notes, the Certificate of
Authentication and the Assignment shall be in substantially the form with such omissions,
insertions and variations as may be necessary and desirable and authorized and permitted
by this Resolution or by any subsequent resolution adopted prior to the issuance thereof as
follows:
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11
(Form of Notes)
• No. R- UNITED STATES OF AMERICA $
STATE OF FLORIDA
CITY OF OKEECHOBEE
WATER do SEWER REVENUE BOND ANTICIPATION NOTE
SERIES 1983
Rate of Interest Maturity Date Dated Date Cusip
Registered Holder:
Principal Amount:
KNOW ALL MEN BY THESE PRESENTS, that the City of Okeechobee,
Florida, a municipal corporation of the State of Florida (hereinafter called "City"), for
value received, hereby promises to pay to the Registered Holder identified above, or
registered assigns, on the Maturity Date identified above; the Principal Amount shown
above; solely from the revenues hereinafter mentioned, and to pay solely from such
revenues, interest on said sum from the date of this Note or from the most recent interest
payment date to which interest has been paid; at the Rate of Interest per annum set forth
above until the payment of such principal sum, such interest being payable on October 1,
1985. The principal of and premium, if any, on this Note are payable upon presentation
and surrender hereof on the date fixed for maturity or redemption at the principal office
of (the "Paying Agent") in ,
Florida, or at the office designated for such payment of any successor thereof. The
interest on this Note, when due and payable, shall be paid by check or draft mailed to the
Registered Holder, at his address as it appears on the Note Register, at the close of
business on the 15th day of the month (whether or not a business day) next preceding the
interest payment date (the "Record Date"), irrespective of any transfer of this Note
~�^ ^ #-^ etch Record Date and prior to such interest payment date, unless the City
shall be in default in payment of interest due on such interest payment date. In the event
of any such default, such defaulted interest shall be payable to the person in whose name
such Note is registered at the close of business on a special record date for the payment
of defaulted interest as established by notice mailed by the Registrar to the Registered
• Holder not less than fifteen days preceding such special record date. Such notice shall be
LKL-09/06/84-612A-1205 -6-
mailed to the person in whose name such Note is registered at the close of business on the
fifth (5th) day preceding the date of mailing. All amounts due hereunder shall be payable
in any coin or currency of the United States, which is, at the time of payment, legal
• tender for the payment of public or private debts.
This Note is one of a duly authorized issue of Notes of the City designated
"Water and Sewer Revenue Bond Anticipation Notes, Series 1983," in the, aggregate
principal amount of $2,212,900, of like date, tenor and effect, except as to number,
maturity and interest rate, issued in anticipation of the receipt by the City of the
proceeds from the sale of not exceeding $2,212,900 Water and Sewer Revenue Bonds,
Series 1983 (the "Bonds") of the City to finance the construction and acquisition of
additions, extensions and improvements to the water and sewer system (the "System") of
the City, pursuant to the authority of and in full compliance with the Constitution and
laws of the State of Florida, including particularly Chapter 166, Part 11, Florida Statutes,
and other applicable provisions of law, and pursuant to a resolution duly adopted by the
City on
1984, as supplemented (hereinafter collectively called
the "Resolution"), and is subject to all the terms and conditions of such Resolution.
This Note and the issue of Notes of which it is a part, are special obligations
of the City payable solely from and secured by a prior lien upon and pledge of the
proceeds derived by the City from the sale of the Bonds (the "Pledged Proceeds") and, if
necessary, a lien upon and pledge of (1) the net revenues derived from the operation of the
System, (2) the proceeds derived by the City from its public service tax levied and
collected pursuant to Ordinance No. 216, duly enacted by the City on October 8, 1945, as
amended or supplemented from time to time, on every purchase of electricity, bottled gas
(natural or manufactured), and local telephone service within the corporate limits of the
City (the "Public Service Tax"), (3) the amounts due and payable to the City under
franchises granted by the City, more particularly described below, as such franchises may
be renewed or extended from time to time (the "Franchise Revenues"), and (4) the revenue
sharing trust funds received by the City pursuant to Chapter 218, Part II, Florida Statutes,
as amended (the "Guaranteed Entitlement Funds"), all in the manner provided in the Bond
Ordinance (such Net Revenues, Public Service Tax, Franchise Revenues and Guaranteed
Entitlement Funds hereinafter collectively called the "Pledged Funds"). The pledge of and
lien on the Pledged Funds for payment of the Notes, however, will rank junior and
subordinate to the pledge of and lien on the Pledged Funds to secure payment of the City's
outstanding Water and Sewer Revenue Bonds, Series 1972, the $1,000,000 outstanding
• Water and Sewer Revenue Bonds, Series 1983 and the Bonds, all in the manner provided in
the Resolution.
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This Note shall not constitute an indebtedness of the City within the meaning
of any constitutional or statutory provision or limitation, and it is expressly agreed by the
• Registered Holder of this Note that such Registered Holder shall never have the right to
require or compel the exercise of the ad valorem taxing power of the City for payment of
the principal of and interest on this Note or the making of any sinking fund, reserve or
other payments provided for in the Resolution, or to require or compel the payment of
same from any funds of the City except the Pledged Proceeds and the Pledged Funds, in
the manner and upon the conditions set forth in the Resolution. Reference is made to the
Resolution for the provisions relating to the security of this Note and the duties and
obligations of the City.
If the date for payment of the principal of, premium, if any, or interest on this
note shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in
the city where the principal office of the paying agent is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day
which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions
are authorized to close, and payment on such date shall have the same force and effect as
if made on the nominal date of payment.
It is hereby certified and recited that all acts, conditions and things required
to exist, to happen and to be performed precedent to and in the issuance of this Note
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 the Notes of this issue does not violate any constitutional on statutory
limitations or provisions.
Subject to the provisions of the Resolution respecting registration, this Note is
and has all the qualities and incidents of a negotiable instrument under the Uniform
Commercial Code - Investment Securities of the State of Florida.
The Notes are issued in the form of fully registered bonds without coupons in
denominations of $5000 or any integral multiple of $5000. Subject to the limitations and
upon payment of the charges provided in the Resolution, Notes may be exchanged for a
Mrn 0-c—crato r%rincipai amount of Notes of the same maturity of other authorized
denominations. This Note is transferable by the Registered Holder hereof in person or by
his attorney duly authorized in writing, at the above-mentioned office of the Registrar,
but only in the manner, subject to the limitations and upon payment of the charges
• provided in the Resolution, and upon surrender and cancellation of this Note. Upon such
ti
LKL-09/01/84-612A-1205 -8-
transfer a new Note or Notes of the same maturity and rate of interest, and of authorized
denomination or denominations, for the same aggregate principal amount, will be issued to
• the transferee in
exchange therefor at
the earliest practicable time
in accordance with
the provisions of
the Resolution. Notes
may be transferred upon the
registration books
•
upon delivery to the Registrar of the Notes, accompanied by a written instrument or
instruments of transfer in form and with guaranty of signature satisfactory to the
Registrar, duly executed by the Registered Holder of the Notes to be transferred or his
attorney-in-fact or legal representative, containing written instructions as to the details
of the transfer of such Notes, along with the social security number or federal employer
identification number of such transferee and, if such transferee is a trust, the name and
social security or federal employer identification numbers of the settlor and beneficiaries
of the trust, the federal employer identification number and date of the trust and the
name of the trustee. The City or the Registrar may charge the Registered Holder of such
Note for every such transfer of a Note an amount sufficient to reimburse them for their
reasonable fees and any tax, fee, or other governmental charge required to be paid with
respect to such transfer, and may require that such charge be paid before any such new
Note shall be delivered.
The City may deem and treat the registered holder hereof as the absolute
owner hereof (whether or not this Note shall be overdue) for the purpose of receiving
payment of or on account of principal hereof and interest due hereon and for all other
purposes, and the City shall not be affected by any notice to the contrary.
This Note shall not be valid or become obligatory for any purpose or be
entitled to any security or benefit under the Resolution until the certificate of authenti-
cation endorsed hereon shall have been duly signed by the Registrar.
LK L-0 9 /01 /8 4-612 A-120 5 -9-
0
IN WITNESS WHEREOF, the City of Okeechobee, Florida, has issued this Note
and has caused the same to be executed by the manual or facsimile signature of its Mayor,
• countersigned _ by its
City
Administrator, and attested by the
manual or facsimile
signature of its City
Clerk,
and its official seal or a facsimile
thereof to be affixed,
11
impressed, imprinted, lithographed or reproduced hereon, as of October 1, 1984.
CITY OF OKEECHOBEE, FLORIDA
(SEAL)
ayor
ATTEST:
City Administrator
f
City Clerk
LK L-0 9 /01 /84-612 A-12 05 -10-
CERTIFICATE OF AUTHENTICATION OF NOTE REGISTRAR
• This bond is one of the Issue of the within described Notes. The interest rate, due date,
•
registered owner and principal amount .shown above are correct in all respects and have
been recorded, along with the applicable federal taxpayer identification number and the
address of the registered holder, in the Note Register maintained at the principal office
of the undersigned.
Date of Registration and Authentication:
By:
Authorized Officer
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Registrar
•
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned
(the "Transferor"), hereby sells, assigns, and transfers unto
(Please insert name and Social Security or Federal Employer
Identification number of assignee) the within bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
(the "Transferee") as attorney to register the transfer of the within Note on the books
kept for registration thereof, with full power of substitution in the premises.
Date:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by a member firm of the New York Stock
Exchange or a commercial bank or a trust
company.
NOTICE: No transfer will be registered and
no new Note will be issued in the name of
the Transferee, unless the signature(s) to
this assignment corresponds with the name
as it appears upon the face of the within
Note in every particular, without alteration
or enlargement or any change whatever and
the Social Security or Federal Employer
Identification Number of the Transferee is
supplied.
The following abbreviations, when used in the inscription on the face of the
within bond, shall be construed as though they were written out in fbll according to
applicable laws or regulations:
TEN COM - as tenants in UNIF GIF MIN ACT -
common Cust.)
TEN ENT - as tenants by the Custodian for
entireties (Minor)
JT TEN - as joint tenants with under Uniform Gifts to Minors Act
right of survivor- of
ship and not as (State)
tenants in common
Additional abbreviations may also be used though not in list above.
LKL-09/01/84-612A-1205
-12-
0
Section 11. SECURITY OF NOTES; NOTES NOT DEBT OF CITY. The
payment of the principal of and interest on the Notes shall be secured forthwith, equally
• and ratably, by a prior lien on and a pledge of the proceeds derived from the sale of the
i
Bonds and, if necessary, by a lien on and pledge of the Pledged Funds; such lien upon and
pledge of the Pledged Funds, however, to be junior and subordinate to the lien thereon for
payment of the Bonds and the Parity Bonds and any additional obligations payable on a
parity therewith. The Notes shall not constitute an indebtedness of the City within the
meaning of any constitutional, or statutory provision or limitation, and the holders thereof
shall never have the right to require or compel the exercise of the power of the City to
levy ad valorem taxes for the payment of the principal of and interest on the Notes, or to
require or compel the payment of the Notes from any funds of the City except such
proceeds of the Bonds and the Pledged Funds, in the manner and upon the conditions
contained herein. The City does hereby irrevocably pledge said proceeds of the Bonds and
the Pledged Funds to the payment of the principal of and interest on the Notes, and to the
payment into the Sinking Fund, at the times provided, of the sums required to secure to
holders of the Notes issued hereunder the payment of the principal of and interest thereon
as the same become due.
Section 12. APPLICATION OF NOTE PROCEEDS. The moneys received
from the delivery of the Notes authorized and issued pursuant to this resolution shall be
deposited and applied as follows:
A. The accrued interest to the date of delivery shall be deposited in the
Sinking Fund hereinafter created and used solely to pay the interest due on the Notes.
B. At the option of the City, a sum which, together with other legally
available funds of the City deposited therein on the date of delivery of the Notes, will not
exceed the interest due on the Notes shall be deposited in 'the Note Sinking Fund,
hereinafter created.
C. The City shall next use the moneys to pay all engineering fees, legal
fees, fees of financial advisor, cost of issuance of the Notes, and all other similar costs
incurred in connection with the acquisition and construction of the Project and the
issuance of the Notes to finance the cost thereof.
D. The balance of the proceeds shall be deposited into the Construction
Fund created by the Bond Ordinance and used and applied as provided in Section 14E of
the Bond Ordinance.
LK L-0 9 /0 5 /84-612 A-12 0 5 -13-
The holders of the Notes shall have a lien upon all the proceeds thereof until
the same have been applied as provided herein.
• Section 13. COVENANTS OF THE CITY. For so long as the principal of
and interest on the Notes shall be outstanding and unpaid or until there shall have been
irrevocably set apart a sum sufficient to pay, when due, the entire principal of the Notes
remaining unpaid, together with interest accrued and to accrue thereon, or provision for
payment shall have been made as provided herein, the City covenants with the holders of
the Notes as follows:
•
A. PROCEEDS FROM BONDS. Whenever the City shall issue such an
amount of Bonds that the remaining authorized but unissued Bonds is less than the
outstanding amount of the Notes, then upon the receipt of the proceeds of such sale of the
Bonds, excluding accrued interest, the City shall apply such proceeds, together with
moneys on deposit in the Sinking Fund herein created and the Pledged Funds or other
funds legally available to the extent necessary as follows:
1. There shall be transmitted to the paying agent for the Notes or
deposited into escrow pursuant to Section 15 of this resolution the amount required to pay
the outstanding principal of and interest on a sufficient amount of the Notes so that the
remaining authorized but unissued Bonds is the same or greater than the principal amount
of the Notes remaining unpaid or for which no provision for payment has been made under
Section 15 of this resolution.
2. The remaining balance, if any, shall be applied pursuant to the
provisions of Section 14 of the Bond Ordinance.
B. APPLICATION OF PRIOR COVENANTS. The covenantsoand pledges (to
the extent that the same are not inconsistent herewith) contained in the Bond Ordinance,
adopted for the benefit of the holders of the Bonds, shall be deemed to be for the benefit
and protection of the Notes and the holders thereof in like manner as applicable to the
Bonds. A separate special Note Sinking Fund is hereby created and established pursuant
to this resolution into which shall be deposited any accrued and capitalized interest on the
Notes and, after making all required payments under the Bond Ordinance, the Pledged
Funds necessary to pay principal of and interest on the Notes, to the same extent and in
the same manner as the Pledged Funds are required to be deposited for payment of
principal of and interest on the Bonds under the Bond Ordinance. Said Note Sinking Fund
shall be maintained for the benefit of the Notes and the holders of the Notes.
LK L-0 9 /0 5 /84-612 A-120 5 -14-
r
C. SALE OF BONDS. The City in good faith shall endeavor to sell a
sufficient principal amount of the Bonds in order to have funds available together with the
• Pledged Funds, and other available funds, of the City, to pay the Notes and the interest
thereon as the same become due,
Section 14. SUPPLEMENTAL RESOLUTIONS. The City shall, ,from time
to time and at any time, adopt such resolutions as shall not be inconsistent with the terms
and conditions of this resolution:
A. To cure any ambiguity, defect, or omission in this resolution.
B. To secure, extend or renew to the holders of the Notes the pledges made
herein for the payment of the Notes and the interest to accrue thereon.
Section 15. DEFEASANCE. If at any time the City shall have paid, or
shall have made provision for payment of, the principal and interest with respect to the
Notes, then, and in that event, the pledge of and lien on the proceeds of the Bonds and
the Pledged Funds in favor of the holders of the Notes shall be no longer in effect. For
purposes of the preceding sentence, deposit of sufficient cash and/or direct obligations of,
or obligations the principal of and interest on which are unconditionally guaranteed by the
United States of America ("Federal Securities") or bank certificates of deposit fully
secured as to principal and interest by Federal Securities or securities evidencing
ownership of future principal and interest payment on United States Treasury notes or
bonds which securities shall be held in custody solely on behalf of the Holders of the Notes
by a bank or trust company having a surplus of at least $50,000,000 (the "Securities") (or
deposit of any other securities or investments which may be authorized by law from time
to time and sufficient under such law to effect such a defeasance), in respect to which
such Federal Securities or bank certificates or Securities, principal and interest received
will be sufficient to make timely payment of the principal and interest of the Notes shall
be considered "provision for payment."
Section 16. MODIFICATION AND AMENDMENT. No material modifica-
tion or amendment of this resolution or of any resolution amendatory hereof or
supplemental hereto may be made without the consent in writing of two-thirds (2/3) of the
holders of the Notes.
Section 17. ADDITIONAL OBLIGATIONS. The City reserves the right to
issue additional notes payable on a parity with the Notes, so long as the total principal
amount of Notes and additional notes outstanding at any time does not exceed the
• remaining amount of authorized but unissued Bonds under the Bond Ordinance. The City
LKL-09/05/84-612A-1205 -15-
covenants that it will not issue any other obligations, except the Bonds, the lien of which
on the Pledged Funds will be prior to or rank equally with the lien of the Notes issued
• hereunder. Any such obligations, hereafter issued and having a lien upon such Pledged
Funds, shall expressly state that such lien is junior and subordinate to the lien thereon of
the holders of the Notes issued hereunder.
Section 18. SEVERABILITY. If any one or more of the covenants, agree-
ments, or provisions of this resolution should 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 separate from the
remaining covenants, agreements or provisions, and in no way affect the validity of all the
other provisions of this resolution or of the Notes issued hereunder.
Section 19. AWARD OF NOTES. The Notes be and the same hereby are
purchased by and awarded to Southeastern Municipal Bonds, Inc., at the price designated
in the purchase agreement (the "Purchase Agreement") attached hereto as Exhibit A and
made a part hereof, plus accrued interest from October 1, 1984, and bear interest at the
rate of interest set forth in the Purchase Agreement.
Section 20. APPROVAL OF OFFICIAL STATEMENT. The distribution of
the Official Statement, attached hereto as Exhibit B and made a part hereof, in
connection with the issuance of the Notes is hereby authorized and the proper officers of
the City be and they are hereby authorized to execute the final Official Statements and
to deliver same to the purchaser of the Notes.
Section 21. AUTHORIZATION OF OTHER ACTION. The roper officers
of the City be and they are hereby authorized and directed to execute the Notes when
prepared and deliver same to the Purchasers upon payment of the purchase price. The
Mayor, City Administrator and City Clerk are each designated agents of the City in
connection with the issuance and delivery of the Notes and are authorized and
empowered, collectively or individually, to take all action and steps to execute and
deliver any and all instruments, documents or contracts on behalf of the City which are
necessary or desirable in connection with the execution and delivery of the Notes which
are not inconsistent with the terms and provisions of this resolution and other actions
relating to the Notes heretofore taken by the City.
Section 22. PAYING AGENT. ,
• , Florida, is hereby designated Paying Agent for the Notes.
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Section 23. EFFECTIVE DATE. This resolution shall take effect immed-
iately upon its adoption.
• Introduced and passed on this 10th day of SEPTEMBER 1984.
-Mayor
ATTEST:
Approved as to form:
/s/ Daniel U. Livermore
Bond Council Attorney
Co,'HK CERTI FIC I TE
�7 ITE OF [TOR11), I
W \T1' OF 01, I"ECHOR"J.,
ill (3401?Eh,
t, i. 1111R1,'U1 CV11TIF) TH11' I am the duly
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BONNIE S. THOMAS
CITY CLERK
I
LKL-09/05/84-612A-1205 -17-
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