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89-R-25RESOLUTION NO. 89-R-25 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EDGE - WATER, FLORIDA, AUTHORIZING THE ISSUANCE OF A THREE-YEAR TERM NOTE OF THE CITY IN AN AMOUNT NOT TO EXCEED $66,000 FOR THE PURPOSE OF ACQUIRING CERTAIN COMPUTER EQUIPMENT AND SOFTWARE; PROVIDING FOR THE REPAYMENT OF SUCH NOTE; AUTHORIZING THE SALE OF SUCH NOTE TO SOUTHEAST BANE, N.A.; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; REPEALING ALL RESOLUTIONS IN CONFLICT HEREWITH AND PROVIDING FOR AN EFFECTIVE DATE. NOW, THEREFORE BE IS RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDGEWATER, FLORIDA: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of Chapter 166, Part II, Florida Statutes and other applicable provisions of law. SECTION 2. DEFINITIONS. The following terms shall have the following meanings herein, unless the context otherwise expressly requires: A. "Act" means the Constitution of the State of Florida, Part II of Chapter 166, Florida Statutes, Section 7 of the City's Charter and other applicable provisions of law not inconsistent with the foregoing. B. "Bank" shall mean the owner or holder of the Note from time to time which owner shall initially be Southeast Bank, N.A. C. "City" shall mean the City of Edgewater, Florida, a muni- cipal corporation organized and existing under the laws of the State. D. "Code" shall mean the Internal Revenue Code of 1986, as amended, or any successor code thereto, together with the valid and applicable regulations thereunder, as the same may be in ef- fect from time to time. E. "Note" means the City's term note authorized to be is- sued hereunder in the original principal amount of $66,000. F. "Project" shall mean the acquisition of certain computer equipment as more particularly described in Exhibit A hereto. G. "State" shall mean the State of Florida. SECTION 3. FINDINGS It is hereby found, determined and declared as follows that: A. It is necessary and desirable to acquire the Project for the benefit and welfare of the inhabitants of the City. B. The City is authorized under the Act to issue the Note and to use the proceeds thereof to acquire the Project, to pro- vide for the payment of the Note and otherwise to accomplish the purposes and intent of this Resolution. C. It is necessary and desirable and in the best interests of the City that it borrow the monies necessary to accomplish the financing of the Project. The City is authorized pursuant to the provisions of the Act. D. The Note to be issued pursuant to this Resolution shall not be or be considered to be a general opbligation or indebted- ness of the City as "bonds" within the meaning of any provision of the Constitution of the State, but shall be and is hereby de- clared to be a special limited obligation of the City, the princi- pal of, premium, if any, and interest on which is payable solely from the revenues in the manner provided herein. SECTION 4. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the acceptance of the Note authorized to be issued hereunder, this Resolution shall be deemed to be and shall constitute a contract between the City and the Bank. SECTION 5. AUTHORIZATION OF PROJECT. The acquisition of the Project as provided in this Resolution is hereby specifically authorized. SECTION 6. AUTHORIZATION AND DESCRIPTION OF NOTE. For the purpose of financing the cost of the Project, there is hereby authorized to be issued a term note, in an aggregate principal amount of $66,000 in substantially the form as attached hereto as Exhibit B and shall be dated as of the date of delivery thereof. The Note shall be in fully registered form and bear inter- est from its date on the outstanding principal amount thereof at the rate set forth therein. Principal shall be payable annually through three (3) level consecutive installments of $22,000 each due on the annual anniversary date of the date of issuance of said Note and continuing thereafter on the same date of each year until all installments of principal and interest due with respect to the Note are paid in full. Interest shall be payable annually I 0 0 on the unpaid balance of the Note. SECTION 7. EXECUTION OF NOTE. The Note shall be signed and executed in the name of the City by the Mayor and attested and countersigned by the City Clerk and the seal of the City shall be affixed thereto. The signatures of the Mayor and City Clerk shall be manual. The Note shall be validly executed when signed by the persons who shall respectively hold the appropriate offices at the time of execution and attestation, without regard to who held the office on the date of such Note or at the time of its delivery. SECTION 8. NEGOTIABILITY AND TRANSFER OF NOTE. The Note shall be and shall have all the qualities and incidents of negoti- able instruments under the Uniform Commercial Code -Investment Securities Laws of the State of Florida, and each successive owner, in accepting such Note, shall be conclusively deemed to have agreed that the Note shall be and have all said qualities and incidents of such negotiable instruments. The City may treat the person in whose name the Note may be registered or subsequently assigned as the absolute owner of the Note for the purposes of receiving payment thereof and for all other purposes whatsoever. SECTION 9. PROVISIONS FOR PREPAYMENT. The Note may be prepaid at any time in whole or in part without premium or penalty upon the City giving notice to the Bank at least two (2) business days prior to said anticipated date of such prepayment. SECTION 10. SPECIAL OBLIGATION OF THE CITY. The Note shall not be or constitute a general obligation or indebtedness or a pledge of the full faith and credit of the City, the State of Florida or any political subdivision thereof within the meaning of the Constitution and laws of the State of Florida, but shall be payable solely from revenues appropriated from the General Fund. No owner or holder of the Note shall ever have the right to compel the exercise of the ad valorem taxing powers of the City, the State of Florida or any political subdivision thereof or taxation in any form or any real or personal property I to pay such Note or the interest or premium, if any, thereon, or any other amounts provided for in this Resolution. SECTION 11. COVENANTS OF THE CITY. City covenants with the owner or holder of the Note so long as the Note is outstanding and unpaid as follows: a) The City has full power to incur the obligation to make the payments required hereunder and the City's obligation to make such payments shall not be subject to repeal or impairment by any subsequent ordinance, resolution or other proceedings of the governing body of the City. The City shall be unconditionally and irrevocably obligated, so long as this Resolution shall be in effect, to take all actions necessary to continue to entitle the City to make the payments in the amounts and at the times requir- ed under this Resolution. b) No modification or amendment of this Resolution, or of any Resolution amendatory hereof or supplemental hereto, may be made without the consent of the owner or holder of the Note. c) The City agrees to peform and comply in every respect material to the security of the Note with all applicable federal and state laws, rules and regulations relating to the acquisition of the Project and the performance of the City's covenants and obligations hereunder. d) The City, in preparing, approving and adopting the bud- get controlling or providing for the expenditure of its funds, as long as this Note shall be unpaid, shall appropriate, allot and approve, in the manner required by law, amounts sufficient to pay the principal of and interest on the Note. SECTION 12. EVENT OF DEFAULT; REMEDIES. A) Each of the following events is hereby declared an "event of default": (i) Payment of the principal of or interest on the Note shall not be made within five (5) days after the same shall be- come due and payable, either at maturity or otherwise; or (ii) The City shall for any reason be rendered incapable of fulfilling its obligations hereunder to the extent that the pay- ment of the Note would be materially adverselty affected, and such condition shall continue unremedied for a period of thirty 4 (30) days after the City becomes aware of such condition; or (iii) Any proceeding shall be instituted with the consent or acquiescence of the City, for the purpose of effecting a composi- tion between the City and its creditors or for the purpose of adjusting the claims of such creditors, pursuant to any federal or state statute now or hereafter enacted; or (iv) An order or decree shall be entered, with the consent or acquiescence of the City, appointing a receiver or receivers of the City or any part thereof or the filing of a petition by the City for relief under federal bankruptcy laws or any other applicable law or statute of the United States of America or the State of Florida, which shall not be dismissed, vacated or dis- charged within thirty (30) days after the filing thereof; or (v) The City shall default in the due and punctual performance of any covenant, condition, agreement or provision contained in the Note or this Resolution on the part of the City to be per- formed (other than any covenant, condition, agreement or provi- sion referred to in paragraph (i) through (iv) immediately above) and such default shall continue for sixty (60) days after written notice specifying such default and requiring same to be remedied shall have been given to the City by the current Bolder of the Note then outstanding. Notwithstanding the foregoing, with respect to the event described in clause (v) above, the City shall not be deemed in default hereunder if such default can be cured within a reason- able period of time and if the City in good faith institutes ap- propriate curative action and diligently pursues such action un- til the default has been corrected. B) Acceleration of Maturity. Upon the happening of any event of default specified in Paragraph A of this Section, then and in every such case the owner of the Note may declare the un- paid principal amount of this Note to be due and payable imme- diately, without premium, and upon such declaration the same shall become and be immediately due and payable, anything contain- ed in the Note or this Resolution to the contrary notwithstand- ing. 5 C O C) Right of Noteholder to Institute Suit. Upon the happen- ing and continuance of any event of default specified in Para- graph A of this Section, then and in every such case the owner of the note may proceed, subject to the provisions of Paragraph D of this Section, to protect and enforce the rights of such owner under the laws of the State of Florida, including the Act and this Resolution, by a suit, action or special proceeding in equity or at law, or by a proceeding in the office of any board, body or officer having jurisdiction, either for the specific per- formance of any covenant, agreement or provision herein or in aid of execution of any power herein granted or for the enforcement of any proper legal or equitable remedy as such owner of the Note shall deem most effectual to protect and enforce such rights, including, but not limited to the appointment of a Receiver to collect the Revenues for the purposes herein provided. If the City defaults under any of the provisions of the Note or this Resolution and the owner of the Note shall employ attor- neys or incur other expenses for the collection of the payments under the Note or the enforcement of performance or observance of any obligation or agreement of the City contained in the Note or this Resolution, the City shall pay on demand therefore the reasonable fees of attorneys (including fees on appeal) and such other expenses incurred by the owner of the Note, together with interest thereon at the maximum rate allowed by law to be paid by municipalities from the date of demand to the date of payment. No Holder of the Note shall have any right in any manner whatever to enforce any right hereunder except in the manner here- in provided. D) Discontinued Proceedings. In case any proceeding taken by the owner of the Note on account of any default shall have been discontinued or abandoned for any reason, then and in every such case the City and the owner of the Note shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies, powers and duties of the owner of the Note shall continue as though no such proceeding had been taken. E) Remedies Cumulative. No remedy herein conferred upon or 6 C O reserved to the owner of the Note is intended to be exclusive of any other remedy or remedies and each and every remedy conferred shall be cumulative and shall be in addition to every other reme- dy given hereunder or now or hereafter existing at law or in equity or by statute. F) No waiver of Holder's Rights. No delay or omission of the owner of the Note to exercise any right or power accruing upon any default shall impair its rights hereunder with respect to any such default or shall constitute an acquiescence therein; and every power and remedy given by this Section 12 to the owner may be exercised from time to time and as often as may be deemed expedient. SECTION 13. DEFEASANCE. If, at any time the City shall have paid, or shall have made provision for payment of the principal of and interest on the Note then, the Note shall be no longer in effect, and the Note shall no longer be deemed to be outstanding and unpaid for the purposes of this Resolution. SECTION 14. SALE OF NOTE. The Note is hereby authorized to be delivered to Southeast Bank, N.A. inasmuch as the City has found and determined that the bid for Southeast Bank, N.A. was the lowest and best bid received and that it is in the best inter- ests of the City and the taxpayers and citizens thereof that the Note as shown on Exhibit B hereof be delivered to said bank. SECTION 15. OFFICIAL ACTS TAKEN IN OPEN MEETING. It is hereby found and determined that all official acts of this City Council concerning and relating to the adoption of this Resolution were taken in open meetings of this City Council and all deliberations of this City Council that resulted in such official acts were in meetings open to the public, in compliance with all legal requirements including, but not limited to, the requirements of Florida Statutes, Sectioon 286.011. SECTION 16. That all resolutions or parts of resolutions in conflict herewith, be and the same are hereby repealed. SECTION 17. That this resolution shall take effect immediately upon its adoption by the City Council of the City of Edgewater, Florida, and approval as provided by law. 7 This Resolution was introduced and sponsored by r..,�'iima„ Fish , and was read and passed by a vote of the City Council of the City of Edgewater, Florida, at a Special meeting of said Council held on the 24th day of April , 1989, and approved as provided by law. ROLL CALL VOTE AS F �LOWSSS::/ Mavor This Resolution epar by: At rney '5 , 1989. 8 EXHIBIT A DESCRIPTION OF COMPUTER EQUIPMENT Description of System Hardware An IBM -PT System, with a UNIX Operating System, supporting twelve terminals. The system is a mini -computer similar to the NCR Tower. The system will have 400MB of.storage capacity and 12MB of internal memory. The followino is a list of the items to be purchsed. 1. RT PC System Unit/Keyborad 1 ea. 2. Serial/Parallel Adapter 2 ea. -. 310MB Replacement/Addl Drive 1 ea. 4. 114ME Selectable Dsl: Drive OPT 1 ea. Modem Cbl RS-232C 10-Pin I ea. 6. Monochrome Dis b Prt Adp 1 ea. 7. Stream Tape Dry Adp 1 ea. e. BMB Fast Memory Expansion 1 ea. ?. Monochrome Display 1 ea. 10. ..ASCII Display Ste - 3 yr Warr. 12 ea. II. F'roprinter III XL a ea. 1-'. R52Z2/422 Serial Intfc Card E ea. _. 721 Print Buffer a ea. IA. PC Print Attach Cable -Serial E ee. 15. Streamino Tape Drive 1 ea. 16. 24C'd, BPS Modem 1 ea. 17. Basic OTC for 2.2.1 1 ea. le. OTC 1 ea. 14. B1oc1 Time Contract (100 hours) 1 ea. De— Lt2or. of Software Software pvckaaes will be supported b. Scftwara Management r,_ero o�atec (SMI; of Eustis. Flor:oe. Some of tness are pr,op­ietary software from SMI and .he-e are under contract froa'' SC<twera SolL'tions Incorporated (SSI). Exhibit A (Continued; The folIowi no is a list of specific software packages being provided and supported by or through Software Manaoement Incorporated: 1. budgetary Accounting with (SSI) 2. Accounts Payable (SSI) 3. Purchase Orders (with Encumbrance) (SSI) 4. Payroll (SSI) 5. Utility Billing (SMI) 6. General Ledger Interface (SSI) 7. Cash Remittance (SMI) e. Occupational Licenses (SMI) 9. Inventory/Vehicle Maintenance (SMI) 10. Fixed AssetE (SMI) 11. buildino Fe -nits (SMI) 12. Word Froce=_sing (WordPerfect) 17. Desl. Top Publishing (Ventura) 14. DD boards EXHIBIT B No. 1 $66,000.00 UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF EDGEWATER, FLORIDA COMPUTER EQUIPMENT TERM NOTE KNOW ALL MEN BY THESE PRESENTS, that the City of Edgewater, Florida, (the "City"), a public body corporate and politic, created and existing under and by virtue of the laws of the State of Florida, for value received, hereby promises to pay to Southeast Bank, N.A., Edgewater, Florida, or to its registered assigns or legal representatives (the "Registered Owner"), the principal sum of SIXTY-SIX THOUSAND DOLLARS ($66,000) and to pay interest thereon from and including the date hereof until this Note is fully paid or redeemed at the rate of 7.53% per annum. Principal on this Note shall be payable in three (3) equal annual payments of $22,000 each, commencing on Apri12Z,1990 and continuing thereafter on the same day of each year until April, 1992. Interest shall be payable annually on the unpaid principal balance. All such annual payments shall be applied first to accrued and unpaid interest and then to principal. This Note may be prepaid at any time in whole or in part without premium or penalty upon the City giving notice to the Registered Owner at least two (2) business days prior to said anticipated date of such prepayment. The fixed interest rate set forth herein is based on the assumption that this Note is a "qualified tax exempt obligation" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986. In the event that (i) the interest on this Note is ever determined to be taxable for purposes of federal or state income taxation, or (ii) any or all of the interest on this Note is deemed to be includable in the gross income of the Registered Owner for purposes of federal or state income taxation, or (iii) the Registered Owner (if such owner is a bank) is unable to continue to deduct 80% of the cost of interest payments incurred to purchase or carry this Note, or (iv) the Registered Owner (if such owner is a bank) is unable to deduct any other amounts as a result of purchasing or carrying this Note, or (v) the federal or state income tax rate applicable to the Registered Owner is reduced below the tax rate provided in existing legislation, or (vi) the federal alternative minimum tax to which the Registered Owner is subject is increased, or (vii) the method of calculating the federal alternative minimum tax is changed or any other amendment or change of law, rule, or regulation occurs which has the effect of decreasing the after-tax shall be automatic�:ly increased to a rate which will preserve the after-tax yield to the Registered Owner at the same rate realized by the Registered Owner immediately prior to such event. As soon as practicable after the occurrence of any such rate increase, the Registered Owner shall notify the City of such increase and furnish the City with a written statement setting forth the basis and computation on which such increase is based. The Registered owner's computation shall be conclusive unless patently erroneous. The City shall promptly pay to the Registered owner any additional interest that may be due for interest periods prior to notification of any such increase in rate. This obligation shall survive payment of this Note. This Note is issued to finance the acquisition of certain computer equipment (the "project") pursuant to the authority of and in full compliance with the Constitution of the State of Florida part II Of Chapter 166, Florida Statutes and Resolution No. 'eU4ted by the City on April %V, 1989 (the "Resolution). This Note is subject to the terms and conditions of the Resolution and capitalized terms not otherwise defined herein shall have the same meanings as ascribed to them in the Resolution. This Note is payable in the manner and to the extent provided in the Resolution. Reference is made to the Resolution for the provisions, among others, relating to the terms, lien and security for this Note, the rights and remedies of the Registered Owner and the extent and limitation on the city'e rights, duties and obligations, to all of which provisions the Registered Owner hereof assents by acceptance hereof. This Note shall not be deemed to constitute a general obligation or a pledge of the faith and credit of the City , the State of Florida or any political subdivision thereof within the meaning of any constitutional, legislative or charter provision or limitation, and it is expressly agreed by the Registered Owner of this Note that such Registered Owner shall never have the right, directly or indirectly, to require or compel the exercise of the ad valorem taxing power of the City or any other political subdivision of the State of Florida or taxation in any form On any real or personal property for the payment of the principal of and interest on this Note or for any payment of any other amounts provided for in the Resolution. It is further agreed between the City and the Registered Owner of this Note that this Note and the indebtedness evidenced hereby will not constitute a lien on the Project or on any part thereof, or on any other property of or in the City. The City does hereby covenant with the Registered Owner of this Note that it will make no use of the proceeds of this Note which would cause this Note to be treated as an "arbitrage bond" under Section 148 of the Internal Revenue Code of 1986 and the regula- tions prescribed and proposed thereunder; or take any other action which would otherwise cause the interest on this Note to become taxable to the Registered Owner hereof under federal law. A Notwithstanding any provisions to the contrary contained herein to the contrary, interest payable under this Note shall in no event exceed the maximum rate .allowed by applicable law from time to time. 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 the Constitution of the State of Florida applicable hereto, and that the issuance of this Note does not violate any constitutional or statutory limitation or provision. IN WITNESS WHEREOF, the City of Edgewater, Florida, has issued this Note and has caused the same to be signed by the City Manager of the City and attested and countersigned by the Clerk of the City, with their manual signatures, and its corporate seal to be affixed hereon, all as of the 2-y day of April, 1989. CITY OF EDGEWATER, FLORIDA (SEAL) ATTEST: EY A�, � N.AYOR BY: •CITY CLER i4'7