1942-03-24 Adj. Regular
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660
March 24, 1942
The City 00=011 of the OUy of Okeeoooœe, Floriœ, met in ~jouroed 0
regular session at the City Hall on the above date with the following present: i '
Mayor H. H. Raulerson, W. R. Page, President of t he Council, Councilmen Roe,
Raifsnider, McMullen and Raulerson. Alma Sherman, City Clerk and T. W. Conely,
City Attorney were also present.
The following Resolution was introduced, and upon being read in full, was
upon motion of S. R. Raifsnider, Which was duly aecinded by J. M. Roe, Sr., was duly
adopted by the following vote:
Ayes: McMullen, I. N. Roe, J. K. Sr. ~
Raifsnider, S. R. Raulerson, O. L.
Page, W. R. 0
Nays: "" .,.,~ None .
Absent: None
Not Voting: None
RES 0 L UTI 0 H
WHEREAS, the City of Okoechobee, Florida, has now
outstanding approximately One Million Dollars ($1,000,000) in
bonded indebtedness, a greater portion of which is in default,
and the interest has already accrued on the matured indebtedness
and is accruing on the maturing indebtedness in such amo~ts that
it is an impossible burden on the City to extricate itself from
this presently chaotic debt condition unless ,it issues refunding O.
bonds in such amounts and under terms mutually agreeable to it .
and the ho~ders of the greater portion of its bonds; and ~
WHEREAS, in the judgment of the City Council, it is
absolutely necessary that the refundable indebtedness of the
City be refunded; and
WHEREAS, Thomas M. Cook & Company, Not Incorporated
of West Palm Beach, Florida, has from time to time conferred with
the City Concerning the refunding of said indebtedness and has
agreed with the City to assist it in placing its debt structure
on a basis c~sistem with the terms Md conditiooo set f~th 0
in the contract hereinafter referred to; and ,/
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WHEREAS, the City Council is of the opinion that it is to the
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.1 benefit of all of the oitizens and taxpayers of the City of Okeeohobee,
and is to the benefit of all of the bondholders of the said City that said
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contract be entered into and accepted by the City of Okeechobee.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OKEECHOBEi,
STATE OF F~ORIDA, IN SESSION DULY ASSEMBLED:
Section 1. That this Council does hereby approve, adopt and
confirm that certain agreement set forth in Section 2 hereof. The
President of t he Council and the Mayor of the City of Okeechobee be a.nd
they are hereby directed to execute said agreement for and on behalf of
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the City of Okeechobee, and the City Clerk be, and he is hereby directed
I to ~te~ their si~tures on said agre~eM,Md ~fix the se~ of the
City of Okeechobee thereto.
Section 2. That the agreement approved, adopted and confirmed
in Section 1 hereof shall be as follows:
AGREEMENT
THIS AGREEMENT ma.d.e and entered into this 24-th day of Karch,
A. D., 194-2, by and between THOKAS Jr1. COOK & COMPANY, (Not Incorporated),
with its principal place of business in West Palm Beach, Florida, "(hereinafter
sometimes referred to as "First party"), and. the CITY OF OKEECHOBEE, FLORIDA,
(hereinafter sometimes referred to as "Second Party" and sometimes referred to
as the "City");
I nTS~SftH:
In consideration of the sum of Ten ($10.00) Dollars paid by each
. of the parties hereto to the other, receipt of which is hereby mutually
acknowledged, and in further consideration of the mutual benefits flowing
to the respective parties hereto, it is hereby mutually understood and
agreed as follows:
Section 1. The City agrees to execute refunding bonds, under
the terms and conditions hereinafter set forth, for all of its outstanding
unrefunded refundable amount of principal and interest of bonded indebtedness,
I plus unpaid balance of ~~ jud@lllente on record as of January 1, 1942.
(a) The princ1pal indebtedness proposed to be refunded by the
City, including judgments for principalindebtednoss is approximately
Six Hundred Eighty-Two Thousand Five Hundred ($682,500) Dollars. The issues
are generally described w1d are approximately as follows: ~
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Purpose Date of Issue -,ä!!! Amount Outstanding
Street Paving 4-1-20 6~ i 80,000 Ct..
Sewage 4-1-20 6~ 5,000 . .
Water Works 4-1-20 6%. 40,000
Paving4-1-2l 6~ 1},000
Water and Sewage 4-1-21 7dJJ 5,000
Munioipal Bonds. 8-1-24 ~ 149,000
Water Works Exten8ion 3-1-25 6~ 110,000
Munioipal Improvements 2-1-20 6~ 212,000
, Corporate Bonds 8-1-27 fð! 50,000
~efund1ng Bonds 4-1-)0 ... 6%. 1 k." 600 ."
Total Principal -¡ 68, 00
Unpaid Interest to 1-1-42 - approximately Çj6g. gOO
Total I.:J.,253,300
(b) It is understood that the indebtedness to be considered
hereinunder will be the exact amount of indebtedness found to be outstanding
and unpaid !lS of January 1, 1942 when the bond registers of the above 0
identified iesus of bonds have been carefully balanced and the interest on 0
^ past due bonds and judgments rendered on past duo bonds and coupons have 9@_@~ '
computed to the date of the refunding bonds. This total amount of indebted-
ness computed to January 1, 1942, inoludi~ principal amount of bonds,
judgments and interest accruals, (whether represented by coupons or not),
shall 'be refunded for -22- per cent of its face amount. ,
Section 2. The City shall, by proper action, cause refunding bonds
to be authorized and validated by theCirouit Court, or the Supreme Oqurt of
Florida in the event of an appeal in an amount sufficient to permit an exchange
of securities for the total amount of principal indebtedness plus all j udg- ('
ments and unpaid interest accrued, (Whether represented by coupons or not)
outstanding as of January 1, 1942, using such procedure and forms therefor
as shall be approved by nationally recognized bond attorneys; that BaidO"
refunding bonds shall be .executed in the manner required by law, and placed -
on deposit in eso~ow with a. bank to be selected by the First Party under 0
instructions from the Second Party, or its proper officials; that said
refunding bonds shall be delivered in exchange for the outstanding indebted-
( ness as of January 1, 1942, described in Section 1 hereof, this contract
i being sufficient authority for saidoffioials to make said< deposit on
usual forms for the purpose, said forms t~ be prepared by F~rst Party, and
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approved by the attorney for t he Second Party. \,
Section 3. The said refunding bonds shal.. 1 be dutadJ~:~ary 1, A.. .
1942, and shall mature January 1, 1972.\:, 1 '\. ^ .
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Section 4. That said rofunding bonds shall be~ interest payable
semiannually at the following rates:
One percent (l%) per annum for the first seven years after date thereof;
One and One-half percent (l!%) per wlnum for the next succeeding three years
Two percent (2%) per annum for the next succeeding five years;
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Three percent (3ì) per annum for the next succeeding five years;
~.. Four percent (4%) per annum for the next succeeding five yéars;
I Five percent (5~) per annum for the next succeedil).g five years;
Section 5. (a) That all of said refunding bonds shall be
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callable at par plus accrued interest upon any interest paymen,t date
prior to maturity.
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(b) That the option to call the ref~ding bonds prior
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to their respective maturity dates, if used, shall be exercised in the
following manner: :-:
(1) The bonds shall be drawn by lot by the govern-
. ing authority of the Second Party.
I (2) Tho roBpoctivo lots ~~l conBiBt of ~l of
the then outstanding bonds.
. (c) Notice of said redemption, specifying the bonds called,
shall be filed at the place of payment of the principal and interest of
said refunding bonds, at least thirty days prior to the redemption date,
and notice of intention to redeem said bonds shall also be published
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once, not more than sixty, nor less than thirty, days prior to the re-
demption date in at least two publications, one of wnich shall be a
newspaper having general circulation in Okecchobee, Florida, and the
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'~ other shall be a financial journal published in the City of New York,
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New York.
(d) That, for the purpose of adequately providing for
the payment of the interest on said refunding bonds as it matures, and
I forthc creM1on of a s1M1ng f=d for the rct1remem of all of sa1d
4IÞ refunding bonds as they mature, the proceedings authorizing the issuance
thereof shall:
(1) Conform to the tax provision
requirements of Chapter 18772, Laws of Florida, Acts of 1931 (C.G.L.
State of Flo~ida, Section 2383, et seq.), and such other law or laws
as shall be required by the approving bond attorneys provided for
herein in order t 0 accomplish such full purposes hereof;
{2} Contain legally effective obligations
I and covenants on the issuing taxing unit to and in favor of the holders
of the refw1ding bonds that the City shall for each fiscal year levy
taxes fo~ t he payment of the interest of the new bonds and for a. sinking
fund therefor ~n the fOltowing manner: (a) in theannua.1 budget to be
prepared and made in each of tho years 1942 to 1948, both inclusive
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there shall be a minimum current Debt Service Levy in the sum of Fifteen
Tho~Md ($15,000) Doll~s; for the years 1949 to 1951, ooth inclusive, ~
there shall be a minimum current Debt Service Levy in the sum of Twenty
Thousand ($20,000) Dollars, including and deducting therefrom for any of
such years ooy revenues other than from ad valorem taxes which may be avail~,;~ '
able, and which are so actually applied: (b) and after the yeal".195l,
such amounts shall be budgeted as may be necessary for the principal and
interest retirement of the bonded indebtedness, based upon not more than
Fifty (50%) percent collectibility, including and deducting therefrom for
any of such years any revcnues othe:I! than from a.d.valorem taxes which may 0
be ~ailable, ~ ~ich ~e so act~ly ~pl1ad; then in th~ event, in 0
any year during the life of the refunding ~onds, the City m~'reduce the t
ad valorem levy for such fiscal year, by such amotmts, when it legally
receives such sum or sums from sources other than ad valorem City taxes,
and actually so applies such funds to the interest ffi1d sinking fund for
the refunding bonds, prior to the time for making such levy for such
fiscal year. In the event of a failure or refusal of the governing
authority of the issuing taxing unit to pcrform ooy of th e obligations
assumed thereunder to the holders of refunding bonds, or upon a default
in the payment of interest on said refunding bonds, then upon tho
declaration in writing filed with Second Party, through its Clerk, by
the holders of at least forty (40~) percent in principal œnount of the
refoodi~ b~s om.t~ding ~on the h~pe~ng of .~h fai1~e, refu.~, 0
or default, said refunding bonds Shall, at the option of the respective
holders, revert to the original interest rate of the securities exchanged c:>
therefor, but such reversion shall only be effective from the date to
which interest had beon 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 interest rate accrues, the higher rate of
interest shall be evidenced in the manner then provided by law: provided,
said bonds shall not revert to tho original interest rate unless the
failure, refusal, or default is not corrected within a period of six
months after its happening. 0 :
(e) If at any time there is $5,000.00 or more in the" :
Refunding Bond Interest and Sinking Fund Account over and above the
amOlli~ of the next annual interest requirement, the said fund shall be
used by the City, after giving reasonable public notice of its intention,
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for the purpose of purchasing refw1ding bonds of the issue contemplated
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herein, which purchase shall be made in the following manner: The City
shall designate a date at Which time it will receive sealed tenders of
bonds of the refunding issue herein authorized, and act upon such tenders
in open session. The entire available surplus for the retirement of
bonds shall be used to purchase bonds offered by such tenders at the
lowest price; provided, however, that if the said City be dissatisfied
with any or all tenders thus received, it shall have the option to reject
any or all of same, and within thirty-one (31) days after such rejection,
it ahall readvertise for additional sealed tenders in the same manner as
. hereinbefore provided, and shall purchase t he bond~ offered at the lowest
I prices ~on s~ re~ertiseme~. from s~plus f~a ~~l~le in the
Refunding Bond Interest and Sinki~g Fund Account. If, however, the prices
of bonds tendered are not in line with the currently quoted market, the
said City Council shall have the right to reject any or all of such tenders,
provided, futher, that following each respective tender date said City m6¥
privately purchase additional bonds with subsequent surplus accumulations
or any other funds as long as private purchases may be made upon such basis
as will show an equal or higher income yield than the highest yield calcu-
lated on bonds purchased responsive to tenders received at the last pre-
ceding date. In the event that no offerings can be obtained at or below
the callable price, the said City may proceed to call bonds by lot.
Section 6. That Second Party shall take such action as may b,
I necesBuy to c=B~~e the refinMcing pro~M herein ~horized to ~e
end that the proceedings authorizing the issuance of the refunding bonds,
4IÞ or the refunding bonds themselves, shall -
(a) Be general obligations of the issuing taxing unit;
(b) Contain a þledge of the full faith and credit of
said issuing taxing "unit for t he prompt payment of the principal and
interest of said refunding bonds according to their tenor;
(c) Provide for payment in legal tender of the United
States of all taxes provided to be levied for t he payment of said Re-
I funding Bonds and interest thereon;
(d) Be continuations, extensions, mergers, and renewe.ls
of the bonds proposed to be refunded;
(e) Provide that all rights and remedies which were
available for tho support and enforcement of tho bonds proposed to be
. refunded will continue and remain available for the support and enforcement
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of th,e refunding bonds issued in lieu thereof;
(f) Provide for the holders of the refunding bonds to be ~
subrogated to the rights of the holders of the bonds exchanged therefor LJ
if said refunding bonds should be held invalid or unenforceable.
Section 7. The City of Okeechobee hereby recognizes the right
of Thomas M. Cook & Company to buy and sell bonds and coupons of the City
of Okeechobee, Florida, or judgments rendered thereon, all of which might
be the subj ect of this proceeding, at u.ny terms satisfactory to the First
Party and to the holders of such above mentioned obligations referred to
herein.
Section S. Thomas M. Cook & Company agrees to furnish (1) the c=)
bl~ ref~ding b~B to be exec~ed by the City of OkeeChOOee¡ Md (2) 0
the approving opinion of nationally recognized bond counsel upon the
procedure used for the issuance and validation of said refunding bonds.
If it be mutually determined to be necessary, such proceedings under the
Municipal Bunkruptcy Act (11 U.S.C.A. 401-403), as may be required to
make the plan effective, shall be conducted at the City's expense.
Section 9. Thomas M. Cook & Company reserves the right for
reimbursement for its services in assisting the City in rehabilitating
its debt structure under this agreement, in inducing the various holders
of the outstp~ding bonded indebtedness of the City to participate in the
Plan of Composition, and for other such services rendered the City, and
the benefits naturally flowing to all creditors as a result oÎ the operation
of the Plan, to make such reasonable charges to the bond holders of the
I City of Okeechobeo, ae m~ be dotermnod bot~on Th~aa M. Cook & Comp~ 0
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 Okeochobee in
any manner whatsoever.
Section 10. It is further agreed that under this plan of ad-
justment delinquent taxes may be adjusted at such rates as may be agreeable
to the City and to the taxpayers of the City, and all such funds realized
from such delinquent taxes by the City of Okeechobee pursuant to this plan
of adjustment, and after it becomes effective, shall be placed in a special
account of the City of Okeechobee, and shall be spent for suc~ incidental 0 .
and/or legal expenses as the City Council may determine and d1rect. '
Section 11. That for a period of three years from date hereof
the First Party is appointed Fiscal Agent for the Second Party and granted
exclusive authority to act for and on behalf of Second Party in all
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matters connected with or relating to the adjustment and/or refunding
of the City's indebtedness, provided that on or before one year from
date hereof the First Party bas obtained the consent of this refunding
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of the holders of sixty-seven (67~) percent or more of tho outstanding bonded
indebtedness of the City, provided, however, that during such period
First Party shall make diligent effort at all times to refund all of
the bonded indebtedness hereinbefore described, ~1d the First party
agrees that it will make full and complete report as to the progress
of such refunding program and as to the efforts being made by First
. party in connection therewith at any time on demand of Second. party.
When the holders of 67~ of the outstanding bonded indebtedness of the
I City h~e conBomed, the rof~i~ plubec~eB effective ~ the bOMB
are excbang~able upon instructions from the F~scal Agent of the City.
Section 12. (a) That the parties hereto will jointly use
their best efforts to induce holders of the 'presently outstanding bonds
included within the scope hereof to participate in the refunding pro-
gram set forth herein, and, until otherwise mutually agreed upon, sub-
ject to the limitations herein set forth, the plan herein set forth
shall constitute the exclusive refunding program for said Second Party.
(b) That whenever and as often as'the First
Party shall request .in writing to be informed as to the finw1cial
affairs of the Second Party, such as the amount of tax levies, collec-
tions, delinquencies, the amount of revenue and income available from
I so~ces ~her th@ from ~ v~orem t~es. the ~o~t of bon~ issued,
. outstu.nding or retired, to furnish such information promptly, and to give
due consideration to any recommendations of the First party with regard
to such financial affairs.
(c) Tbat, if during the life of this cont~act,
any of the outstandin~ bonds subject to refunding, or coupons appurtenant
thereto or clipped therefrom, shall be presented for payment, or suit
instituted thereon, or in respect thereto, ,Second Party agrees that the
First Party will be notified before any terms of settlement are agreed
upon between Second Party and any such bondholder.
I (d) ThM, if ~y portion of this comr~t,~~l
be legally declared inoperative or void, said contract, shall, at the
option of tbe First Party, be considered as fully operative without such
inoperative or void portion.
(0) The foregoing terms and conditions will not
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be binding on the Party of the First Part, if the aforesaid issue of
refunding bends dated January 1, 1942 be made tWtable by legislation iJ
of the United States Congress, or otherwise.
IN WITNESS WHEREOF, First Party has executed this instrument
in duplicate under its hand and seal, and Second Party has caused this
instrument to be executed in duplicate and its name under due authority,
by proper resolution, and has caused the same to be sighed:~by the Mayor
and the President and members of the City Council of the City of Okeo-
chobee, Florida, and their signatures attested by the City Clerk of said
City, nth se~ d~y affixed, ~1 of the ~th d~ of Maroh, A.D. 1942. 0
mo~s K. COOK & CO~~Y, NOT ~NCO~OR~~ 0
By: E. W.Jackson
Witness:
C. C. .McCain
Leon A. Paine
CITY OF OKEECHOBEE, FLORIDA
By: H. H. Raulerson
),lay or
W. ~ge
President of City Council and Member
, of City Council 0
I J. M. Roc. Sr.
S. R. Raifsnider 0
ATTEST: Alma Sherman I. N. McMullen
City Clerk
Upon motion the Council adjourned. . ßf .'t
----Pres don ,O~ouncil
ATTEST: ~ ~J 0
City erk .
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