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88-R-33A RESOLUTION PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING $590,287.61 GENERAL OBLIGATION NOTES OF THE CITY OF EDGEWATER, FLORIDA; CONTAINING OTHER PROVISIONS RELATING TO SUCH NOTES; AWARDING SALE OF THE NOTES; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDGEWATER, FLORIDA; SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to Chapter 166, Part II, Florida Statutes (1987), and other applicable provisions of law (hereinafter referred to as the "Act"). SECTION 2. FINDINGS. It is hereby found, determined and declared that: A. It is necessary, desirable, and in the best interest of the City of Edgewater, Florida (the "Issuer") and its inhabitants that General Obligation Notes in an amount not exceeding $590,287.61 dated July 5, 1988 (the "Notes") be issued for the purpose of financing the cost of prepaying in full the Issuer's outstanding loans with the United States of America, acting through the Farmers Home Administration, U.S. Department of Agriculture (the "Government") pursuant to the Government's Discount Purchase Program. B. The Issuer reasonably expects to reimburse itself for the amount of the Notes from a loan from the City of Gulf Breeze Governmental Unit Loan Program. C. The Issuer hereby determines that the size of the financing requires that its terms be negotiated at private sale rather than offered by competitive bid at public sale in order to assure the most favorable terms in the bond market and, therefore, has determined to sell $590,287.61 principal amount of the Notes at private, negotiated sale to Arch W. Roberts d Co. (the "Purchaser"). SECTION 3. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the acceptance of the Notes authorized to be issued hereunder by those who shall hold the same from time to time, this Resolution shall be deemed to be and shall constitute a contract between the Issuer and such holders. The covenants and agreements herein set forth to be performed by the Issuer shall be for the equal benefit, protection and security of the legal holders of any and all of such Notes, all of which shall be of equal rank and without preference, priority or distinction of any of the Notes over any other thereof, except as expressly provided therein and herein. SECTION 4. AUTHORIZATION OF NOTES. Subject and pursuant to the provisions of this Resolution, Notes of the Issuer to be known as "General Obligation Notes", herein sometimes referred to as "Notes", are hereby authorized to be issued in the aggregate principal amount of not exceeding Five Hundred Ninety Thousand Two Hundred Eighty -Seven and 61/100 Dollars ($590,287.61) to finance the prepayment in full of the Issuer's outstanding loans. -1- SECTION 5. DESCRIPTION OF NOTES. The notes shall be dated July 5, 1988 (the "Date of Original Issue"), shall be initially numbered 1; shall initially be in the single denomination of $590,287.61 or upon partial prepayment in the denomination of $1 or integral multiples thereof; shall bear interest from the Date of Original Issue at seven percentum per annum (7.00%), not to exceed the maximum lawful rate per annum, such interest to be payable October 1, 1988 (the "Maturity Date"). The Notes shall be issued in bearer from, without coupons; shall be payable with respect to both principal and interest upon presentation and surrender thereof on the Maturity Date, or earlier redemption thereof, at the office of the Acting City Clerk of the Issuer (the "Paying Agent") in lawful money of the United States of America. The Notes shall be and shall have all of the qualities and incidents of negotiable instruments under the Uniform Commercial Code - Investment Securities of the State of Florida, and each successive holder, in accepting any of the Notes shall be conclusively deemed to have agreed that such Notes shall be and have all of the qualities and incidents of negotiable instruments under the Uniform Commercial Code -Investment Securities of the State of Florida. SECTION 6. EXECUTION OF NOTES. The Notes shall be executed in the name of the Issuer by the Mayor attested by the Acting City Clerk by the manual signature of such officers, and the corporate seal of the Issuer or a facsimile thereof shall be affixed thereto or reproduced thereon. 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 Note may be signed and sealed on behalf of the Issuer by such person who at the actual time of the execution of such Notes shall hold the proper office with the Issuer, although at the date of such Notes such person may not have held such office or may not have been so authorized. SECTION 7. NOTES, MUTILATED, DESTROYED, STOLEN OR LOST. In case any Note shall become mutilated, or be destroyed, stolen or lost, the Issuer 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 Issuer proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the Issuer may prescribe and paying such expenses as the Issuer may incur. All Notes so surrendered shall be cancelled by the Acting City Clerk. If any such Notes shall have matured or be about to mature, instead of issuing a substitute Note, the Issuer may pay the same, upon being indemnified as aforesaid, and if such Note be lost, stolen or destroyed, without surrender thereof. Any such duplicate Notes issued pursuant to this section shall constitute original, additional contractual obligations 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 and source and security for payment from the funds, as hereinafter pledged, to the extent as all other Notes issued hereunder. -2- SECTION 8. REDEMPTION PROVISIONS. The Issuer may prepay the Notes, in whole or in part, at any time without penalty in the amount of the principal amount outstanding, plus accrued interest to the date of prepayment. No notice of redemption shall be required. Upon surrender of any the Note for redemption in part only, the Issuer shall issue and deliver to the Owner thereof, the costs of which shall be paid by the Owner, a new Note in aggregate principal amount equal to the unredeemed portion surrendered. SECTION 9. FORM OF NOTES. The Notes shall be in substantially the form attached hereto as Exhibit "A", with such omissions, insertions and variations as may be necessary and desirable and authorized or permitted by this Resolution or in any subsequent resolution adopted prior to the issuance thereof. SECTION 10. PLEDGE OF FULL FAITH, CREDIT AND TAXING POWER. For the prompt payment of the principal of and interest on the Notes, the full faith, credit and taxing power of the Issuer are irrevocably pledged. SECTION 11. APPLICATION OF PROCEEDS OF NOTES. All moneys received from the sale of the Notes shall be paid to the Government as the Good Faith Deposit and the balance if any may be used for any lawful purpose. SECTION 12. MODIFICATION OR AMENDMENT. No material modification or amendment of this Resolution or of any resolution amendatory hereof or supplemental hereto may be made without the consent of the Owners of the Notes. SECTION 13. TAX COMPLIANCE. The Issuer at all times while the Notes and - the interest thereon are outstanding will comply with the requirements of the Internal Revenue Code of 1986 and any valid and applicable rules and regulations promulgated thereunder in order to ensure that the interest on the Notes will be excluded from gross income for federal income tax purposes. SECTION 14. AWARD OF NOTES. The Issuer hereby finds, determines and declares that the bond issue be negotiated at private sale rather than offered by competitive bid at public sale in order to obtain the most favorable terms in the bond market. The negotiated sale of the full principal amount of Notes to the Purchaser is hereby authorized pursuant to Section 218.385, Florida Statutes. The full principal amount of Notes are hereby awarded and sold to the Purchaser at the purchase price of par. The Issuer acknowledges receipt of the information required by Section 218.385, Florida Statutes, in connection with negotiated sale of bonds. SECTION 15. SEVERABILITY OF INVALID PROVISIONS If any one or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions hereof or of the Notes issued hereunder. -3- SECTION 16. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. Passed and adopted this .i day of , 1988. CITY OF EDGEWATER, FLORIDA Approved for legality and Interm g�=, Mayor �1 �-�� ounci -Zone 1 S� C u�Zone 22 �RC�Zone 44 as Excused Councilman- Zone 3 No. 1 Rate of Interest 7.00% EXHIBIT "A" (Form of Bearer Note) UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF EDGEWATER GENERAL OBLIGATION NOTE Maturity Date October 1, 1988 Owner: ARCH W. ROBERTS 6 CO. $590,287.61 Date of Original Issue July 5, 1988 Principal Amount: FIVE HUNDRED NINETY THOUSAND TWO HUNDRED EIGHTY-SEVEN DOLLARS AND 61/100 KNOW ALL MEN BY THESE PRESENTS, that the City of Edgewater, Florida (hereinafter called "Issuer"), for value received, hereby promises to pay to the Owner identified above or assigns, on the Maturity Date specified above, the Principal Amount shown above, and to pay interest on said sum from the Date of Original Issue of this Note, at the Rate of Interest per annum set forth above until payment of such sum, such interest being payable on the Maturity Date. The principal of and interest upon this Note is payable upon presentation and surrender hereof on the Maturity Date, or upon earlier redemption, at the principal office of the Acting City Clerk (the "paying agent") in Edgewater, Florida, or at the office designated for such payment of any successor thereof. 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 the sole Note issued to finance the cost of prepaying in full the Issuer's outstanding loans with the United States of America, acting through the Farmers Home Administration, U.S. Department of Agriculture (the "Government") pursuant to the Government's Discount Purchase Program, under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 166, Part II, Florida Statutes (1987). and other applicable provisions of law (hereinafter referred to as the "Act"), and a resolution duly adopted by the City Council of the Issuer on July 5, 1988 (hereinafter called "Resolution"), and is subject to all the terms and conditions of such Resolution, the provisions of which are incorporated herein by reference. It is hereby certified and recited that all acts, conditions and things required to happen, exist and be performed, precedent to and in the issuance of this Note, have happened, exist and have beren performed in due time, form and A-1 manner as required by the Constitution and laws of the State of Florida applicable thereto and that the total indebtedness of the Issuer, including the Notes, does not exceed any constitutional, statutory or charter limitation. For the prompt payment of the principal of and interest on the Note, the full faith, credit and taxing power of the Issuer are irrevocably pledged. The Issuer may prepay this Note, in whole or in part, at any time without penalty in the amount of the principal amount outstanding, plus accrued interest to the date of prepayment. No notice of redemption shall be required. Upon surrender of the Note for redemption in part only, the Issuer shall issue and deliver to the Owner thereof, the costs of which shall be paid by the Owner, a new Note in aggregate principal amount equal to the unredeemed portion surrendered. 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. A-2 IN WITNESS WHEREOF, the City of Edgewater, Florida, has issued this Note and has caused the same to be manually signed by its Mayor and attested by its Acting City Clerk and the corporate seal of the Issuer or a facsimile thereof to be affixed, impressed, 1 printed, lithographed or reproduced hereon, as of the ,y—+�b day of �&4 /fF F Actting ActCity lerk Interm City Manager CITY OF EDGEWATER, FLORIDA Mayor ' ! PS Councilma ne 1 ZAim i man -z no e 2 Exc sed Cou c lman Z pbtuicilman Zone 4 A-3 jt._: UFP A S S I G N M E N T Assign to Citizens and Southern National Bank of Florida, this 6th day of July, 1988, with recourse. ARCH W. ROBERTS &CO. ^sJ i / j J ice B. Jones Lce President/Treawwr A S S I G N M E N T Assign to Arch W. Roberts & Co., this 2nd day of September, 1988, without recourse. THE CITIZENS AND SOUTHERN NATIONAL BANK OF FLORIDA South"." • am SEAL `M �? omas D. WIlson is+1O Senior VIce President t `•.193�..++• yq paid �n