HomeMy WebLinkAboutR-1989-133 RESOLUTION NO. 133-89
A RESOLUTION OF THE CITY OF DANIA, FLORIDA PROVIDING FOR THE
ACQUISITION AND CONSTRUCTION OF ROADWAY, DRAINAGE AND INTERSECTION
IMPROVEMENTS; PROVIDING FOR THE ISSUANCE OF $525,000 SPECIAL
ASSESSMENT IMPROVEMENT BONDS, SERIES 1989 (N.E. 7TH AVENUE PROJECT) OF
THE CITY TO FINANCE THE COST THEREOF; PROVIDING FOR THE RIGHTS,
SECURITY, AND REMEDIES OF THE REGISTERED OWNERS OF SUCH BONDS;
PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA, FLORIDA:
ARTICLE I
STATUTORY AUTHORITY, DEFINITIONS, AND FINDINGS
SECTION 1.01. AUTHORITY FOR THIS RESOLUTION. This Resolution is
adopted pursuant to the provisions of Chapter 166, Part II, Florida Statutes,
Chapter 170, Florida Statutes, the City Charter and other applicable
provisions of law.
SECTION 1.02. DEFINITIONS. Capitalized terms used in this
Resolution shall have the following meanings, unless the context clearly
requires otherwise. Words importing singular number shall include the plural
number in each case and vice versa, and words of one gender shall be deemed to
include the other gender, and words importing persons shall include firms and
corporations. In this Resolution:
"Act" shall mean Chapter 166, Part II, Florida Statutes, Chapter
170, Florida Statutes, the City Charter and other applicable provisions of law.
"Authorized Investments" shall mean any of the following if and
to the extent they are at the time legal for investment of City funds:
(1) direct obligations of, or obligations the principal of and
interest on which are unconditionally guaranteed by, the United States of
America, including obligations issued or held in book-entry form on the books
or tu- of the Treasury of the United States; obligations of the
Federal agencies set forth in clause (3) below to the extent unconditionaily
guaranteed by the United States of America; and any certificates or other
evidences of an ownership interest in obligations or in specified portions
thereof (which may consist of specified portions of the interest thereon) of
the character described in this clause (1) ;
(2) any bonds or other obligations of any state of the United States
of America or of any agency, instrumentality or local governmental unit of any
such state (a) which are not callable prior to maturity or as to which
irrevocable instructions have been given by the obligor to the trustee of such
bonds or other obligations to give due notice of redemption and to call such
i
)
bonds for redemption on the date or dates specified in such instructions, and
(b) which are insured and thereby rated by a nationally recognized bond rating
agency within its highest rating category or which are secured as to
principal, redemption premium, if any, and interest by a fund that (i) may be
applied only to the payment of such principal of and interest and redemption
premium, if any, on such bonds or other obligations on the maturity or
interest payment date or dates thereof or the redemption date or dates
specified pursuant to the irrevocable instructions referred to in subclause
(a) of this clause (2) , as appropriate, and (ii) consists only of cash or
bonds and obligations of the character described in clause (1) hereof in such
amounts and of such maturities that the principal of and interest on the bonds
and obligations deposited in such fund along with any cash on deposit in such
fund are sufficient to pay principal of and interest and redemption premium,
if any, on the bonds or other obligations described in this clause (2) on the
maturity or interest payment date or dates thereof or on the redemption date
or dates specified in the irrevocable instructions referred to in subelause
(a) of this clause (2) , as appropriate; and any certificates or any other
evidences of an ownership interest in obligations or specified portions
thereof (which may consist of specified portions of the interest thereon) of
the character described in this clause (2) ;
(3 ) bonds, debentures, or other evidences of indebtedness issued or
guaranteed by any agency or corporation which has been or may hereafter be
created pursuant to an Act of Congress as an agency or instrumentality of the
United States of America;
(4) New Housing Authority Bonds or Project Notes issued by public
agtncies of municipalities and fully secured as to the payment of both
principal and interest by a pledge of annual contributions or a requisition or
payment agreement with the United States of America;
(5) direct and general obligations of any state of the United States
of America to the payment of which the full faith and credit of said state is
*,,.... pledged and which, at the time of investment, are rated by any nationally
recognized bond rating agency by a rating which denotes a security with
investment characteristics of a security presently rated by Moody's Investors
Service, Inc. , or Standard S Poor's Corporation as "A" or better;
(6) certificates of deposit, whether negotiable or nonnegotiable,
issued by any bank, savings and loan association, trust company or national
banking acsnriatinn that ;c a momhc. of
�.vo... Insurance
Corporation or the Federal Savings and Loan Insurance Corporation; provided,
that such certificates of deposit are (a) fully insured by the Federal Deposit
Insurance Corporation, the Federal Savings and Loan Insurance Corporation or
(b) secured, to the extent not insured by the Federal Deposit Insurance
Corporation or the Federal Savings and Loan Insurance Corporation, by such
securities in clauses (1) through (5) above, having a market value (exclusive
of accrued interest, other than accrued interest paid in connection with the
purchase of such securities) at least equal to the principal amount of such
certificates of deposit (or portion thereof not insured by the Federal Deposit
-2-
Insurance Corporation or the Federal Savings and Loan Insurance Corporation)
which shall be lodged with the City, by such bank, trust company, national
banking association or savings and loan association, and such bank, trust
company, national banking association or savings and loan association shall
furnish the City, with an undertaking satisfactory to the City that the
aggregate market value of all such obligations securing such certificates of
deposit will at all times be an amount which meets the requirements of this
clause (6) and the City shall be entitled to rely on each such undertaking;
further provided that the requirements of this clause (6) shall be deemed to
be satisfied if the certificates of deposit are issued by a bank, savings and
loan association, trust company, or national banking association at all times
qualifying as a "qualified public depository" under the provisions of Chapter
280, Florida Statutes, and the deposits of moneys hereunder are collateralized
in accordance with the provisions of Chapter 280, Florida Statutes;
(7) obligations, providing for payment of principal and interest, of
an insurance company which (a) is rated "A (Excellent)" or better, in "Class
XV" by A.M. Best Company, Inc. or (b) whose claims paying ability is rated
"AAA" by Standard & Poor's Corporation; and
(8) units of participation in the Local Government Surplus Funds
Trust Fund established pursuant to Chapter 218, Part IV, Florida Statutes, or
any other similar common trust fund which is established pursuant to State law
as a legal depository for public money and for which the State Board of
Administration of the State acts as the custodian.
"Bond Counsel" shall mean counsel experienced in matters
relating to the validity of, and the tax exemption of interest on, obligations
of states and their political subdivisions as selected by the City.
"Bond Registrar" shall mean the person or corporation designated
by the City to maintain the registration books required to be maintained
hereunder and to serve as paying agent for purposes of making payments of
principal of and interest on the Bonds to the Registered Owners. The initial
Bond Registrar shall be Florida National Bank, Fort Lauderdale, Florida.
"Bond Year" shall mean the one year period commencing on the
date following each principal maturity date.
"Bonds" shall mean the Special Assessment Improvement Bonds,
Series 1989 (N.E. 7th Avenue Project) .
"City" shall mean the City of Dania, Florida.
"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 effect from time to time.
"Commission" shall mean the City Commission, as the governing
body of the City.
-3-
"Consulting Engineers" shall mean such independent, qualified,
and recognized consulting engineers, having a favorable repute for skill and
experience in the planning and construction of facilities similar to that of
the Project, at the time retained by the City to perform the acts and carry
out the duties as herein provided for such Consulting Engineers.
"Debt Service Requirement" shall mean, for any Bond Year, as
applied to the Bonds of any series, the sum of:
(1) the amount required to pay the interest becoming due on the
Bonds during such Bond Year; and
(2) the aggregate amount required to pay the principal becoming due
on Bonds for such Bond Year, whether by reason of the maturity of Bonds or by
mandatory sinking fund redemption of the Bonds.
In calculating the Debt Service Requirement for any period for any
series of Bonds, the City shall deduct from the amounts calculated in
subparagraphs (1) and (2) above: (a) any capitalized interest deposited into
the Sinking Fund for such period from the proceeds of the sale of such Bonds
or otherwise and (b) any investment earnings to be received on moneys on
ALI deposit in the Sinking Fund and accounts therein, established with respect to
such series of Bonds and required by the terms of this Resolution to be
retained in such Sinking Fund.
"Defeasarwe Securities" shall mean: (i) any bonds or other
I
obligations which as to principal and interest constitute direct obligations
of, or are unconditionally guaranteed by, the United States of America,
including obligations of any of the federal agencies set forth in clause (iii)
below to the extent unconditionally guaranteed by the United States of America
and any certificates or any other evidences of an ownership interest in
obligations or in specified portions thereof (which may consist of specified
portions of the in -..erest thereon) of the character described in this clause
(i) ; (ii) any bonds or other obligations of any state of the United States of
America or any agency, instrumentality or local governmental unit of any such
state (a) which are rated in the highest rating category of either Standard 6
Poor's Corporation or Moody's Investors Service, or any successors thereto,
(b) which are not callable prior to maturity or as to which irrevocable
instructions have been given by the obligor to the trustee of such bonds or
nhhar nhli phi t.. a..
.....e p. i�ii i.ti` .�cdci?ip ti.0 it d Ctlii SLLltl UU❑l15 fOI'
....
redemption on the date or dates specified in such instructions, (c) which are
secured as to principal and interest and redemption premium, if any, by a fund
that will be held in trust to pay such principal of and interest and
redemption premium, if any, on such bonds or other obligations on the maturity
or interest payment date or dates thereof or the redemption date or dates
specified pursuant to the irrevocable instructions referred to in subclause
( ii)(b) of this definition, as appropriate, and that consist only of cash or
bonds or other obligations of the character described in clause (i) of this
definition in such amounts and of such maturities that the principal of and
_g.
interest on the bonds and obligations deposited in such fund along with any /
cash on deposit in such fund are sufficient (as verified by an independent
certified public accountant) to pay principal of and interest and redemption
premiums, if any, on the bonds or other obligations described in this clause
(ii) on the maturity or interest payment date or dates thereof or on the
redemption date or dates specified in the irrevocable instructions referred to
in subclause (b) of this clause (ii), as appropriate, and any certificates or
other evidences of an ownership interest in obligations or specified portions
thereof (which may consist of specified portions of the interest thereon) of
the character described in this clause (ii); or ( iii) bonds, debentures, or
other evidences of indebtedness issued or guaranteed by any agency or
corporation which has been or may hereafter be created pursuant to an Act of
Congress as an agency or instrumentality of the United States of America.
"District" shall mean the N.E. 7th Avenue Special Assessment
District established pursuant to Resolution No. 94-89 adopted by the
Commission on September 12, 1989.
"Fiscal Year" shall mean the period commencing on October 1 of
each year and ending on the succeeding September 30.
AN "Independent Certified Public Accountants" shall mean such firm
` of certified public accountants, not in the regular employ of the City, as
shall be retained by the City for the purpose of auditing the books and
records relating to the Special Assessments and performing such other
functions as are specified in this Resolution.
"Interest Payment Date" shall mean May 1 and November 1 of each
year, commencing May 1, 1990.
"Maximum Debt Service Requirement" shall mean, as of any
particular date of calculation, the Debt Service Requirement for the then
current or any future Bond Year that is greater in dollar amount than the Drbt
Service Requirement for any other current or future Bond Year with respect to
the particular series of Bonds, or all Bonds, as the case may be.
"Pledged Revenues" shall mean the Special Assessments and the
moneys on deposit in the funds and accounts established hereunder.
"Project" shall mean the cost of acquisition and construction of
street and drainage improvements in the District, substantially in accordance
with the report, plans, and specifications of the Consulting Engineers,
heretofore filed or to be filed with the City.
"Project Costs" shall mean, but shall not necessarily be limited
to: the cost of the acquisition and construction of the street and drainage
improvements and the construction and acquisition of additions, extensions,
and improvements thereto; the acquisition of any lands or interest therein or
any other properties deemed necessary or convenient therefor; engineering,
accounting, and legal fees and expenses; expenses for plans, specifications
-5-
i
and surveys; expenses for estimates of costs and of revenues; the fees of
fiscal agents, financial advisors and consultants; administrative expenses;
the capitalization of interest on the Bonds authorized hereby for a reasonable
period of time after the date of issuance and delivery thereof; the
establishment of reasonable reserves for the payment of debt service on the
Bonds; discount upon the sale of the Bonds; the expenses and costs of issuance
of the Bonds; such other expenses as may be necessary or incidental to the
financing authorized by this Resolution, to the Project., and to the placing of
the Project in operation; and reimbursement to the City for any sums expended
for the foregoing purposes.
"Record Date" shall mean the fifteenth day of the month prior to
an Interest Payment Date for the Bonds, or such other date as may be specified
by subsequent resolution of the Commission.
"Registered Owner" or "Owner" shall mean any person who shall be
the owner of any outstanding Bond or Bonds as shown on the registration books
maintained by the Bond Registrar.
"Reserve Account Requirement" shall mean an amount equal to the
lesser of (i) the Maximum Debt Service Requirement for the Bonds or ( ii) the
maximum amount allowed under the provisions of the Code to be funded from bond
proceeds as a reasonably required reserve.
"Special Assessments" shall mean all the proceeds derived from
special assessments to be levied against the lands and real estate within the
District to be specially benefited by the Project authorized by this
Resolution, including interest and penalties on such special assessments and ,
any moneys received upon the foreclosure of the liens of such special
assessments.
"State" shall mean the State of Florida.
SECTION 1.03. FINDINGS. It is hereby ascertained, determined, and
..wr
declared as follows:
(A) It is necessary and in the best interests of the health,
safety, and welfare of the City and its residents that the City undertake the
Project. The City is authorized pursuant to the provisions of the Act,
particularly Chapter 170, Florida Statutes, to undertake the Project.
: .cut adeq of rurrRnt1v available funds to
(Bi Tl:a City _� :.._.._.._ �-._ , _
pay the Project Costs, and it is necessary and desirable and in the best
interests of the City that it borrow the moneys necessary to accomplish the
financing of the Project. The City is authorized pursuant to the provisions
of the Act to borrow moneys necessary to pay the cost of the Project.
(C) The City will receive the Pledged Revenues, and such
Pledged Revenues are not pledged or encumbered to pay any other debts or
obligations of the City. The City is authorized pursuant to the provisions of
the Act to pledge the Pledged Revenues to secure the payment of debt issued to
finance the Project Costs.
(D) The Pledged Revenues are estimated to be sufficient to pay
the Debt Service Requirement on Bonds and to make all other payments required
to be made by the provisions of this Resolution.
(E) The Bonds to be issued pursuant to this Resolution shall
not be or be considered to be general obligations or indebtedness of the City
within the meaning of any constitutional, statutory, charter or code provision
or limitation, but shall be and are hereby declared to be special, limited
obligations of the City, the principal of, premium, if any, and interest on
which are payable solely from the Pledged Revenues in the manner provided
herein. The principal of and interest on the Bonds to be issued pursuant to
the provisions of this Resolution and all other payments provided for herein,
will be paid solely from the Pledged Revenues, and it will never be necessary
or authorized to levy taxes on any real property of or in the City to pay the
principal of and interest on the Bonds to be issued pursuant to the provisions
of this Resolution, or to make any of the sinking fund, reserve, or other
payments provided for herein. Furthermore, neither the Bonds nor the
_ principal thereof, premium, if any, or interest thereon, shall be or
constitute a lien upon the Project or upon any other property of or in the
City, but shall constitute a lien only upon the Pledged Revenues in the manner
provided in this Resolution.
SECTION 1.04. RESOLUTION CONSTITUTES A CONTRACT. In consideration
of the acceptance of the Bonds authorized to be issued hereunder by those who
shall be the Registered Owners of the same from time to time, this Resolution
shall be deemed to be and shall constitute a contract between the City and
such Registered Owners, and the covenants and agreements herein set
frth and
to
be performed by the City shall be for the equal benefit, protection,
security of the Registered Owners of any and all such
Bonor ds, al l o ofhich
shall be of equal rank and without preference, priority,
any
of the Bonds over any other thereof, except as expressly provided therein or
herein.
7
J
ARTICLE II
AUTHORIZATION OF PROJECT;
DESCRIPTION, DETAILS AND FORM OF BOND
SECTION 2.01. AUTHORIZATION OF PROJECT. The Project is hereby
specifically authorized.
SECTION 2.02. AUTHORIZATION OF BONDS. Subject and pursuant to the
provisions of this Resolution, obligations of the City, to be known as
"Special Assessment Improvement Bonds, Series 1989 (N.E. 7th Avenue Project) , "
are hereby authorized to be issued in an aggregate principal amount of Five
Hundred Twenty-Five Thousand Dollars ($525,000) , for the purpose of financing
Project Costs.
SECTION 2.03. DESCRIPTION OF BONDS. The Bonds shall be numbered;
shall be in denominations of $5,000 or integral multiples thereof; shall be
dated; shall bear interest; shall be payable on such dates, shall mature on
the first day of such month, in such years, and in such amounts, all as shown
on Exhibit B hereto.
The Bonds shall be issued in fully registered form; shall be payable
with respect to principal at the principal corporate trust office of the Bond
Registrar, as paying agent, or such other paying agent as shall be
subsequently determined by the Commission; shall be payable in lawful money of )
the United States of America; and shall bear interest from their date, or from
the most recent date to which interest has been paid, payable on each Interest
Payment Date by check or draft mailed to the Registered Owner at his address
as it appears upon the books of the Bond Registrar as of 5:00 P.M. Eastern
Time on the Record Date.
SECTION 2.04. EXECUTION OF BONDS. The Bonds shall be executed in
the name of the City by the Mayor and City Manager of the City, and
countersigned and attested by the City Clerk, and its corporate seal or
facsimile thereof shall be affixed thereto or reproduced thereon. The
signatures of the City Manager, the Mayor and the City Clerk may be manual or
facsimile signatures imprinted or reproduced thereon.
There shall be a Certificate of Authentication of the Bond Registrar
uai the Bonds, and no Bond shaii be valid or obligatory for any purpose or be
entitled to any security or benefit under the provisions of this Resolution
unless such certificate shall have been duly executed on such Bond. The
authorized signature for the Bond Registrar shall be either manual or in
facsimile, provided, however, that at least one of the above signatures,
including that of the authorized signature for the Bond Registrar, appearing
on the Bonds shall be a manual signature.
In case any one or more of the officers who shall have signed or
sealed any of the Bonds shall cease to be such officer of the City before the
-A-
Bonds so signed and sealed shall have been actually sold and delivered, such
Bonds may nevertheless be sold and delivered as herein provided and may be
issued as if the person who signed or sealed such Bonds had not ceased to hold
such office. Any Bond may be signed and sealed on behalf of the City by such
person as at the actual time of the execution of such Bond shall hold the
proper office in the City, although at the date of such Bonds such person may
not have held such office or may not have been so authorized.
SECTION 2.05. NEGOTIABILITY AND REGISTRATION. The Bonds shall be
and have all the qualities and incidents of negotiable instruments under the
Uniform Commercial Code-Investment Securities Laws of the State of Florida,
and each successive Registered Owner, in accepting any of said Bonds shall be
conclusively deemed to have agreed that the Bonds shall be and have all of the
qualities and incidents of such negotiable instruments.
There shall be a Bond Registrar, who may also be the paying agent for
the Bonds, which shall be the City or a bank or trust company located within
or without the State of Florida. The Bond Registrar shall be responsible for
maintaining the books for the registration of the transfer and exchange of the
Bonds. The City and the Bond Registrar may treat the Registered Owner of any
Bond as the absolute owner thereof for all purposes, whether or not such Bond
shall be overdue, and shall not be bound by any notice to the contrary.
All Bonds presented for transfer, exchange, redemption or payment (if
so required by the City or the Bond Registrar) shall be accompanied by a
written instrument or instruments of transfer or authorization for exchange,
in form and with guaranty of signature satisfactory to the City or the Bond
Registrar, duly executed by the Registered Owner or by his duly authorized
attorney.
The Bond Registrar may charge the Registered Owner a sum sufficient
to reimburse it for any expenses incurred in making any exchange or transfer
after the first such exchange or transfer following the initial delivery of
the Bonds. The Bond Registrar or the City may also require payment from the
Registered Owner or his transferee, as the case may be, of a sum sufficient to
cover any tax, fee or other governmental charge that may be imposed in
relation thereto. Such charges and expenses shall be paid before any such new
Bonds shall be delivered.
The City and the Bond Registrar shall not be required (a) to issue,
transfer or exchange any Bonds during a period beginning at the opening of
business on the 15th day next preceding either any Interest Payment Date or
any date of selection of Bonds or parts thereof to be redeemed and ending at
the close of business on the Interest Payment Date or day on which the
applicable notice of redemption is given, or (b) to transfer or exchange any
Bonds selected, called or being called for redemption in whole or in part.
New Bonds delivered upon any transfer or exchange shall be valid
obligations of the City, evidencing the same debt as the Bonds surrendered,
-9-
shall be secured by this Resolution, and shall be entitled to all of the
security and benefits hereof to the same extent as the Bonds surrendered.
The City may elect to use a book-entry or immobilization system issuance and registration of the Bonds, and the details of any such system for
shall be as fixed by subsequent resolution of the Commission adopted prior to
the time of issuance of the Bonds.
Whenever any Bond shall be delivered to the Bond Registrar for
cancellation, upon payment of the principal amount thereof, or for
replacement, transfer or exchange, such Bond shall be cancelled and destroyed
by the Bond Registrar, and counterparts of a certificate of destruction
evidencing such destruction sha11 be furnished to the City.
SECTION 2.06. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case
any Bond shall become mutilated or be destroyed, stolen or lost, the Bond
Registrar may in its discretion issue and deliver a new Bond, of like tenor as
the Bond so mutilated, destroyed, stolen or lost, either in exchange and
substitution for such mutilated Bond upon surrender and cancellation of such
mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen
or lost, upon the Registered Owner's furnishing the Bond Registrar proof of
his ownership thereof, furnishing satisfactory indemnity in favor of both the
City and the Bond Registrar, complying with such other reasonable regulations
and conditions as the Bond Registrar and City may prescribe, and paying such
expenses as the City may incur. All Bonds so surrendered shall be cancelled.
If any such Bond shall have been matured or be about to mature, instead of t
issuing a substitute Bond, the Bond Registrar may pay the same, upon
compliance with the foregoing conditions and requirements.
Any such duplicate Bonds issued pursuant to this section shall
constitute original, additional contractual obligations on the part of the
be City, whether or not any lost, stolen or destroyed Bonds are found and shall
benef
a.... Bonds n issued hereutitled to nder as andual proportionate
lien r on na d sources andts asecur nd t y sforst all other
the Pledged Revenues. Payment from
SECTION 2.07. TEMPORARY BONDS. Until Bonds in definitive form of
any series are ready for delivery, the city may execute, and upon its request
in writing, the Bond Registrar shall authenticate and deliver in lieu of any
thereof, and subject to the same provisions
or more printed, lithographed or typewrit ten te,n .,lulls and conditions, one
substantially of the Bonds in temporary form,
tenor of the Bonds hereinbefore described and with
appropriate omissions, variations and insertions. :'he Bonds in temporary form
will be in such principal amounts as the City shall determine.
Until exchanged for Bonds in definitive form, such Bonds in temporary
form shall be entitled to the lien and benefit of this Resolution. The City
shall, without unreasonable delay, prepare, execute and deliver to the Bond
Registrar and thereupon, upon the presentation and surrender of the Bonds in
temporary form to the Bond Registrar, the Bond Registrar shall authenticate
-10-
L�
and deliver, in exchange therefor, a Bond of the same maturity, in definitive
form in the authorized denominations, and for the same aggregate principal
amount, as the Bonds in temporary form surrendered. The expense of such
exchange shall be paid by the City and there shall be made no charge therefor
to any Registered Owner.
SECTION 2.08. PROVISIONS FOR REDEMPTION. The Bonds maturing on or
after May 1, 1998 may be redeemed prior to their respective maturities on or
after May 1, 1997, at the option of the City from any moneys legally available
therefor, other than moneys which are to be applied to the extraordinary
mandatory redemption of Bonds, in whole at any time or in part on any interest
payment date at the redemption prices (expressed as percentages of the
principal amount of the Bonds or portions thereof to be redeemed) together
with accrued interest to the redemption date, as follows:
Redemption Period (dates inclusive) Redemption Price
May 1, 1997 through April 30, 1998 102.0%
May 1, 1998 through April 30, 1999 101. 5`b
May 1, 1999 through April 30, 2000 101.0%
May 1, 2000 through April 30, 2001 100.5%
May 1, 2001 and thereafter 100.00
The Bonds maturing on May 1, 2010 are subject to mandatory redemption
by lot through sinking fund payments on May 1 of each year, commencing May 1,
2000, at a redemption price equal to 100% of the principal amount thereof,
plus accrued interest to the redemption date in the amounts set forth below.
Year Amount
2000 $25,000
2001 25,000
2002 25,000
2003 30,000
2004 30,000
2005 35,000
2006 35,000
2007 40,000
2008 40,000
2009 45,000
2010* 50,000
* Final Maturity
The Bonds are subject to extraordinary redemption on May 1 of each
year, commencing May 1, 1991 from excess moneys deposited in the Redemption
Account as a result of the collection of ( i) delinquent assessments and
penalties; (ii) excess assessment collections; (iii) surplus moneys remaining
in the Project Fund after the completion of the Project; (iv) prepayment of
Special Assessments which are accelerated due to foreclosure of benefitted
-11-
property; (v) voluntary prepayment of Special Assessments; (vi) prepayment of
Special Assessments which are accelerated due to the sale or subdivision of
benefitted property; or (vii) earnings from investment of funds and accounts
created hereunder that are deposited in the Redemption Account. The
redemption price for any such extraordinary redemption shall be 1000 of the
principal amount of Bonds to be redeemed, plus a premium equal to one percent
(1%) of the principal amount to be redeemed for each year or portion thereof
in advance of the stated maturity of the Bond to be redeemed, but in no event
shall the premium exceed three percent (3'.) of the principal amount of the
Bonds to be redeemed, plus accrued interest to the redemption date. If less
than all of the Bonds are to be redeemed, the Bonds shall be redeemed in
ascending order of maturity and by lot within each maturity.
Not more than sixty (60) de.:s or less than thirty ( 30) days prior to
the redemption date, notice of such redemption (i) shall be filed with the
Bond Registrar, (ii) sent by registered or certified mail or overnight
delivery service to all registered securities depositories and to national
information services that disseminate redemption notices, and (iii) shall be
mailed, postage preoaid, to all Registered Owners of Bonds to be redeemed at
their addresses as they appear on the registration books hereinabove provided
for. Interest shall cease to accrue on any Bonds duly called for prior
redemption on the redemption date, if payment thereof has been duly provided.
SECTION 2.09. FORM OF BONDS. The text of the Bonds shall be of
substantially the form of Exhibit A hereto, with such omissions, insertions,
and variations as may be necessary and desirable, and as may be authorized or
permitted by this Resolution or by subsequent resolution adopted prior to the
issuance thereof.
-12-
1� J
ARTICLE III
BONDS NOT GENERAL OBLIGATION OF CITY;
PLEDGE OF REVENUES AND APPLICATION THEREOF
SECTION 3.01. BONDS NOT GENERAL OBLIGATION OR INDEBTEDNESS OF THE
CITY. The Bonds shall not be or constitute a general obligation or
indebtedness of the City within the meaning of any constitutional, statutory,
charter or code provision or limitation, but shall be special, limited
obligations of the City, the principal of, premium, if any, and .interest on
which are payable solely from the Pledged Revenues as herein provided. No
Registered Owner or Owners of any Bonds issued hereunder shall ever have the
right to require or compel the exercise of the ad valorem taxing power of the
City, or taxation in any form of any property of or in the City, to pay the
Bonds or the interest thereon.
SECTION 3.02. BONDS SECURED BY PLEDGED REVENUES. The payment of the
principal of and interest on all of the Bonds issued hereunder shall be
secured equally and ratably with the other Bonds by a first lien upon and
pledge of the Pledged Revenues. The Special Assessments, in an amount
sufficient both to pay the principal of and interest on the Bonds herein
authorized and to make the payments into the Reserve Account and Sinking Fund
and all other payments provided for in this Resolution, are hereby irrevocably
pledged in the manner stated herein to the payment of the principal of and
interest on the Bonds herein authorized as they become due; provided that said
pledge and lien may be released and extinguished by defeasance as provided in i
Section 6.04 hereof.
SECTION 3.03. APPLICATION OF SPECIAL ASSESSMENTS. For as long as
any of the principal of and interest on any of the Bonds shall be outstanding
and unpaid or until (a) there shall have been set apart in the Sinking Fund,
herein established, including the Reserve Account and Redemption Account, a
sum sufficient to pay when due the entire principal of the Bonds remaining
unpaid, together with the premium, if any, with respect thereto. and the
interest accrued or to accrue thereon, or (b) provision for payment of the
Bonds shall have been made in accordance with the terms of Section 6.04 of
this Resolution and the Bonds shall have been defeased, the City covenants
with the Registered Owners of any and all Bonds as follows:
(A) CREATION CT FUNDS AND ACCOUNTS. There are hereby created
and established the following funds and accounts: the Special Assessment
Improvement Bonds, Series 1989 (N.E. 7th Avenue Project) Revenue Fund,
hereinafter referred to as the "Revenue Fund;" the Special Assessment
Improvement Bonds, Series 1989 (N.E. 7th Avenue Project) Sinking Fund,
hereinafter called the "Sinking Fund, " together with the subaccounts therein
to be known as the "Debt Service Account, " "Reserve Account" and the
"Redemption Account;" and the Special Assessment Improvement Bonds, Series
1989 (N.E. 7th Avenue Project) Rebate Fund, hereinafter called the "Rebate
Fund. "
-13-
J
�I
(B) MAINTENANCE OF FUNDS AND ACCOUNTS. The designation and
establishment of the various funds and accounts in and by this Resolution
shall not be construed to require the establishment of any completely
independent, self-balancing funds or accounts, as such terms are commonly
defined and used in governmental accounting, but rather is intended solely to
constitute an earmarking of Pledged Revenues for certain purposes and to
establish certain priorities for application of such Pledged Revenues as
provided herein. Cash and investments required to be accounted for in each of
the funds and accounts established by this Resolution may be deposited in a
single bank account, provided that standard accounting records are maintained
to reflect control or restricted allocation of the moneys therein for the
various purposes of such funds and accounts.
The foregoing provisions notwithstanding, the funds and accounts
created and established pursuant to this Resolution shall constitute trust
funds for the purposes provided herein and shall be maintained on the books of
the City as separate and distinct from all other funds and accounts of the
City, in the manner provided in this Resolution. All moneys in such funds and
accounts shall be continuously secured in the same manner as deposits of City
funds are required to be secured by the laws of the State.
Separate accounts may be maintained for different series or
`..q installments of Bonds and identified by the appropriate designation, and
•� deposits into the accounts for each such series or installment of Bonds shall
be on a parity with the deposits, if any, into the corresponding accounts for
each other series of Bonds (or, in the case of a deficiency, shall be on a pro
rata basis computed with regard to the aggregate principal amount of Bonds of
each series then outstanding and unpaid) unless specified otherwise; further
provided that moneys on deposit in the accounts established for a particular
series of Bonds may be specified not to be available to be used for payments
required to be made from the corresponding accounts for any other series of
Bonds.
^�•« (C) APPLICATION OF SPECIAL ASSESSMENTS. All Special
Assessments shall, immediately upon receipt thereof, be deposited by the City
into the Revenue Fund. Any moneys at any time on deposit in the Revenue Fund
shall be disposed of only in the following manner and order of priority.
Moneys on teposit in the Revenue Fund shall be applied, on or before the loth
day after receipt thereof, as follows:
,l) M^neos shell tin .ifhdrawn f. om, ♦ c o..... nuc Fund and
.�, ..v....ry �..ui. .,.. ..«..v.u.... ••uw u.� auvv.ua. • w+u uuu
deposited into the Debt Service Account in the Sinking Fund to the extent
necessary to pay the Debt Service Requirement on the Bonds during the current
Bond Year.
(2) Moneys shall next be used to cure any deficiency for
prior deposits into the Debt Service Account in the Sinking Fund to the extent
that such deficiency had not been paid from the Reserve Account.
-14-
(3) Moneys shall be transferred from the Revenue Fund to
the Rebate Fund to the extent necessary to comply with the Rebate Covenants
(defined in Section 5.01(G) hereof) when such amounts are required to be
transferred. The Rebate Fund and all earnings thereon shall be excluded from
the pledge and lien of this Resolution.
(4) Moneys shall next be used to maintain on deposit in
the Reserve Account in the Sinking Fund an amount equal to the Reserve Account
Requirement.
Moneys in the Reserve Account shall be used only for the purpose of
the payment of principal of or interest on the Bonds when the other moneys
allocated to the Sinking Fund are insufficient therefor, and for no other
purpose.
(5) Any remaining moneys shall be deposited into the
Redemption Account.
The foregoing provisions notwithstanding, no further deposits shall
be required to be made into the foregoing funds and accounts whenever there
shall be on deposit in the Sinking Fund, including the Reserve Account and
Redemption Account therein, an amount of money and Authorized Investments
equal to all principal and interest due on the Bonds to the final maturity
thereof.
(D) INVESTMENT OF MONEYS IN FUNDS AND ACCOUNTS. All moneys on
deposit in the Revenue Fund and the Sinking Fund may be invested and
reinvested in Authorized Investments; provided, however, that such investments
shall mature not later than the respective dates when such moneys will be
required for the purposes of such funds and accounts. In the. case of the
Reserve Account, the investments shall mature not later than five years from
their date. All income from such investments shall upon receipt be deposited
into the Revenue Fund and applied to the Sinking Fund as set forth in Section
-.�._.. 3.03(C) hereof, except that income from investments of amounts in the Rebate
Fund shall be retained therein.
(E) OPERATION OF REDEMPTION ACCOUNT. Moneys held for the
credit of the Redemption Account shall be applied to the retirement of Bonds
in accordance with Section 2.09 hereof as follows: whenever sufficient money
is on deposit in the Redemption Account to redeem $5,000 or more principal
amount of Bonds, the City shall call for redemption from money in the
Redemption Account such amount of Bonds as, with the redemption premium, if
any, will exhaust the money then held in the Redemption Account as nearly as
may be practicable. Prior to calling Bonds for redemption, the City shall
withdraw from the Sinking Fund and deposit with the Bond Registrar the
respective amounts required for paying the interest on the Bonds so called for
redemption.
(F) UNCLAIMED MONEYS. Any moneys deposited into the Sinking
Fund for the payment of principal of, premium, if any, and interest on the
-15-
L
Bonds and remaining unclaimed for a period of seven (7) years from the date on
which such moneys were due to pay maturing principal of, premium, if any, or .
interest on such Bonds may be withdrawn by the City and used for any lawful
purpose, provided (1) that such withdrawal shall not give rise to any claim
for additional interest due on such Bonds on account of payment thereof not
having been duly provided for under the terms of this Resolution and (2) that
such withdrawal shall not affect the right, to the extent existing under the
provisions of this Resolution or of the laws of the State, of the Registered
Owner of such Bonds to payment of the principal and interest thereon to the
Interest Payment Date with respect to which such :honeys were originally
deposited.
I
i
-16-
j
ARTICLE IV
APPLICATION OF BOND PROCEEDS
SECTION 4.01. APPLICATION OF BOND PROCEEDS. All moneys received
from the sale of any or all of the Bonds originally authorized and issued
pursuant to this Resolution, shall be disbursed as follows:
(A) Accrued interest received upon the delivery of the Bonds shall
be deposited into the Sinking Fund and applied to the interest coming due on
the Bonds on the first Interest Payment Date.
(B) An amount equal to $20,375 shall be deposited into the Sinking
Fund and applied to pay interest coming due on the Bonds during the
construction period of the Project.
(C) An amount equal to the Reserve Account Requirement ($52,500)
shall be deposited into the Reserve Account.
(D) The City shall next pay the costs of issuance of the Bonds.
(E) The balance of such proceeds of the sale of the Bonds shall be
deposited with a bank or trust company, in a special fund hereby created to be
known as the "Series 1989 Bonds Project Fund, " (hereinafter referred to as the
"Project Fund") under the management and control of the City, to be used to
pay Project Costs.
The moneys on deposit in the Project Fund shall be withdrawn, used
and applied by the City solely for the payment of the Project Costs and
purposes incidental thereto, as described and set forth in this Resolution.
All expenditures or disbursements from the Project Fund shall be made only
after such expenditures or disbursements shall have been approved in writing
by the City.
All funds on deposit in the Project Fund, which in the opinion of the
City, are not immediately necessary for expenditure, as hereinabove provided,
may be invested in Authorized Investments, maturing at such time or times as
such moneys will be needed for the purposes of the Project Fund. All income
derived from such investments shall be retained in the Project Fund and used
Lu pay Life PiujecL CvV Lb.
If, for any reason, the moneys on deposit in the Project Fund, or any
part thereof, are not necessary for or are not applied to the payment of
Project Costs, then the unapplied proceeds shall be deposited by the City into
the Redemption Account.
-17-
J
r
r
ARTICLE V
COVENANTS OF THE CITY; REMEDIES
SECTION 5.01. COVENANTS OF THE CITY. So long as any of the
principal of, premium, if any, or interest on any of the Bonds shall be
outstanding and unpaid, or until there shall have been set apart in the
Sinking Fund and the Accounts therein, a sum sufficient to pay, when due, or
to redeem prior to maturity, the entire principal of the Bonds remaining
unpaid, together with interest accrued and to accrue thereon, the City
covenants with the Registered Owners of any and all of the Bonds issued
pursuant to this Resolution as follows:
(A) PERFECTION OF SPECIAL ASSESSMENTS. The City represents that it
has adopted all resolutions, held all hearings and performed all acts which
are conditions precedent to and are necessary for the lawful levy of the
Special Assessments against all lands and properties specially benefited by
the construction of the Project and the collection thereof in an amount equal
to or not less than the Project Costs to be paid from such Special
Assessments. If any Special Assessment made with respect to this Project
shall be either in whole or in part annulled, vacated or set aside by the
judgment of any court, or if the City shall be satisfied that any such Special
Assessment is so irregular or defective that it cannot be enforced or
collected, or if the City shall have omitted to make any such Special
Assessment when it might have done so, the City covenants that it will take
all necessary steps to cause a new Special Assessment to be made for the whole
or any part of any improvement or against any property benefited by any
improvement of this Project, in the manner provided by law, and in any case
any such second Special Assessment or an initial Special Assessment for one
that shall have been omitted, shall be either in whole or in part annulled,
vacated, or set aside, or be unenforceable or uncollectible by reason of
defect or irregularity, the City shall obtain and make other Special
Assessments until a valid assessment shall be made.
(B) COLLECTION OF SPECIAL ASSESSMENTS. The Special Assessments
shall be payable at the office of the City Clerk in twenty equal annual
installments. The first installment of such special assessment, together with
interest upon the whole special assessment, shall be due and payable in cash
on the first day of the first month, thirty (3U) days atter the date of
acceptance of the Project by resolution of the City Commission, or such other
date as shall be determined by resolution of the City Commission, and a like
payment, together with interest upon the unpaid balance of the special
assessment, shall be due and payable on the anniversary of the first
installment date in each and every year thereafter until paid in full;
provided, however, that such special assessments may be paid in full without
interest at any time within thirty (30) days- after the adoption of such
resolution accepting the completed Project, and that unpaid balances of
special assessments may be prepaid at any time by payment. in full of the
principal thereof and interest accrued and to accrue thereon to the six (ti)
month or annual anniversary date next occurring after the date of prepayment.
-18-
L_ �
(C) USE OF AD VALOREM METHOD. At its option, the City may elect to
use the method of collection of the Special Assessments provided for in
Section 197.363, Florida Statutes.
(D) ENFORCEMENT OF SPECIAL ASSESSMENTS. The City will diligently
enforce the payment of all the Special Assessments and all of the installments
thereof, interest thereon and penalties therefrom, in the manner prescribed by
this resolution and the laws of the State pertaining thereto; provided that
the City may select a trustee to act on its behalf for purposes of this
paragraph. If the owner of any lot or parcel of land assessed shall be
delinquent in the payment of any Special Assessment, installment thereof,
interest due thereon or penalty thereon for a period of sixty (60) days, then
the City shall declare the entire unpaid balance of said Special Assessment,
interest and penalties to be in default and, shall cause such delinquent
property to be foreclosed in the manner now or hereafter provided by law for
the foreclosure of mortgages- on real estate, or as otherwise provided by law.
If said foreclosure is not promptly filed and prosecuted, then any Registered
Owner may file and prosecute said foreclosure action in the name of the City
for the benefit of all outstanding and unpaid Bonds and interest thereon. All
moneys realized thereby shall be deposited in the Redemption Account and
applied in the manner hereinbefore provided. If any property shall be offered
• � for sale for the non-payment of any Special Assessment, installment thereof,
or interest or penalty thereon, and no person or persons shall purchase the
same for an amount equal to the full amount due for the Special Assessment r
(principal, interest, penalties and the costs and expenses of collection) , the )
said property shall then be purchased in the name of the City for an amount
equal to the balance due on such Special Assessment, and the City shall
receive title to said property for the benefit of the Registered Owners. The
City covenants to use its best efforts to sell, lease or rent said property,
for the highest return obtainable, and to deposit all of the net proceeds of
any such sale, lease or rental into the Redemption Account.
-z....,, (E) BOOKS AND RECORDS. The City will keep books acid records of the
Special Assessments, which shall be separate and apart from all other books,
records and accounts of the City, and in which complete and correct entries
shall be made in accordance with standard principles of governmental
accounting of all transactions relating to the Special Assessments; any
Registered Owner of Bonds issued pursuant to this Resolution shall have the
right at all reasonable times to inspect all records, accounts and data of the
Citv relating thereon.
The City shall, within 120 days after the close of each Fiscal Year,
cause the books, records and accounts of the Special Assessments for such
preceding Fiscal Year to be properly audited by the Independent Certified
Public Accountants, and shall file with the City Manager such report which
shall cover in reasonable detail the collection and application of the Special
Assessments. The City shall mail upon written request, and make available
generally, said report, or a reasonable summary thereof, to any Registered
Owner of Bonds issued pursuant to this Resolution.
-19-
I
I,
(F) ISSUANCE OF OTHER OBLIGATIONS PAYABLE OUT OF PLEDGED REVENUES.
The City will not issue any other obligations payable from the Pledged
Revenues nor voluntarily create or cause to be created any debt, lien, pledge,
assignment, encumbrance or any other charge having priority to or being on a
parity with the lien of the Bonds issued pursuant to this Resolution and the
interest thereon, upon any of the Pledged Revenues. Any other obligations
issued by the City, in addition to the Bonds authorized by this Resolution,
shall contain an express statement that such obligations are junior, inferior,
and subordinate in all respects to the Bonds issued pursuant to this
Resolution as to lien on and source and security for payment from the Pledged
Revenues, and in all other respects.
(G) TAX COMPLIANCE. The City will take all actions and do all
things necessary or desirable in order to maintain the exclusion from gross
income for federal income tax purposes of interest on the Bonds, and shall
refrain from taking any actions that would cause interest on the Bonds to be
included in gross income for federal income tax purposes.
(H) ARBITRAGE REBATE COVENANTS. Moneys in the Rebate Fund shall be
held by the City separate and apart from all other funds and accounts held by
... the City under this Resolution and from all other moneys of the City.
Notwithstanding anything in this Resolution to the contrary, the City shall
transfer from the Revenue Fund to the Rebate Fund as set forth in Section 3.03
hereof the amounts required to be transferred in order to comply with the
Rebate Covenants attached as an exhibit to the Arbitrage Certificate to be
delivered by the City on the date of delivery of the Bonds (the "Rebate
Covenants") , when such amounts are so required to be transferred, but in no
event later than 50 days after the end of each Bond Year. The City shall make
or cause to be made payments from the Rebate Fund of amounts required to be
deposited therein to the United States of America in the amounts and at the
times required by the Rebate Covenants. The City covenants for the benefit of
,x the Owners that it will comply with the requirements of the Rebate Covenants.
There shall be excluded from the pledge and lien of this Resolution the Rebate
Fund, toqether with all moneys and securities from time to time held therein
and all investment earnings derived therefrom. The City shall not be required
to comply with the requirements of this Section 5.01(H) in the event that the
City obtains an opinion of Bond Counsel that ( 1) such compliance is not
required in order to maintain the Federal income tax exemption of interest on
the Bonds and/or (2) compliance with some other requirement is necessary_ to
maintain the Federal income tax exemption of interest on the Bonds.
If after transferring the amount to the Rebate Fund as specified
in the preceding paragraph the amount therein is greater than the amount
required to make the applicable rebate payment to the United States of America
as specified in the Rebate Covenants, the City may transfer an amount equal to
such excess to the Redemption Account.
( 1) DESIGNATION UNDER SECTION 265(b) (3) OF THE; CODE. The City
hereby designates the Bonds as qualified tax-exempt obligations under Section
-20-
265(b) (3) of the Code, and shall make all necessary filings in order to
effectuate such election. The City (including any subordinate entities or
entities issuing tax-exempt obligations on behalf of the City within the
meaning of Section 265(b)(3) of the Code) has not issued, and does not
reasonably expect to issue, tax-exempt obligations within the calendar year
1989 which, together with the Bonds, will exceed $10,000,000.
SECTION 5.02.. REMEDIES. Any Registered Owner of Bonds issued under
the provisions of this Resolution, or any trustee acting for such Registered
Owners in the manner hereinafter provided, may, either at law or in equity, by
suit, action, mandamus, or other proceedings, in any court of competent
jurisdiction, protect and enforce any and all rights, either under the laws of
the State or granted and contained in this Resolution and may enforce and
compel the performance of all duties required by this Resolution or by any
applicable statutes to be performed either by the City or by any officer
thereof.
In the event that default shall be made in the payment of the
interest on or the principal of any of the Bonds issued pursuant to this
Resolution as the same become due, or in the making of the payments into the
Debt Service Account or the Reserve Account or any other payments required to
be made by this Resolution, or in the event that the City or any officer,
agent, or employee thereof shall fail or refuse to comply with provisions of
this Resolution, or shall default in any covenant made herein, and in the
further event that any such default shall continue for a period of thirty (30)
days after the giving of notice thereof to the City, the Registered Owners of
not less than twenty-five percent (250) in aggregate principal amount of Bonds
outstanding, or any trustee appointed to represent Registered Owners as
hereinafter provided, shall be entitled as of right to the appointment of a
receiver of the Pledged Revenues in an appropriate judicial proceeding in a
court of competent jurisdiction, whether or not such Registered Owners or
ti trustee is also seeking or shall have sought to enforce any other right or
exercise any other remedy in connection with Bonds issued pursuant to this
Resolution.
The receiver so appointed shall forthwith, directly or by his agents
and attorneys, take possession of the funds and accounts created hereunder,
and shall hold, maintain, manage and control such funds and accounts and in
the name of the City shall exercise all the rights and powers of the City with
AG. Such rec..-"er
respect to sucn funds and accounts as Lice CiLy itself ,Hight �••
shall collect and receive all Pledged Revenues and comply, under the
jurisdiction of the court appointing such receiver, with all of the provisions
of this Resolution.
Whenever all principal that is due upon Bonds issued pursuant to this
Resolution, together with interest thereon, and all payments required under
any covenants of this Resolution for reserve, sinking funds, or other funds•
and all principal upon any other obligations, together with interest thereon,
having a charge, lien or encumbrance upon the Pledged Revenues, shall have
been paid and made good, and all defaults under the provisions of this
-21-
Resolution shall have been cured and made good, possession of the funds and
accounts established hereunder shall be surrendered to the City upon the entry
of an order of the court to that effect. Upon any subsequent default, any
Registered Owner of Bonds issued pursuant to this Resolution, or any trustee
appointed for Registered Owners as hereinafter provided, shall have the right
to secure the further appointment of a receiver upon any such subsequent
default.
Such receiver shall, in the performance of the powers hereinabove
conferred upon him, be under the direction and supervision of the court making
such appointment, shall at all times be subject to the orders and decrees of
such court and may be removed thereby and a successor receiver appointed in
the discretion of such court. Nothing herein contained shall limit or
restrict the jurisdiction of such court to enter such other and further orders
and decrees as such court may deem necessary or appropriate for the exercise
by the receiver of any function not specifically set forth herein.
Any receiver appointed as provided herein shall hold the funds and
accounts established hereunder in the name of the City and the Registered
Owners of Bonds issued pursuant to this Resolution. Such receiver shall have
no power to sell, assign, mortgage, or otherwise dispose of any Pledged
Revenues other than as provided herein, but the authority of such receiver
shall be limited to the possession, and maintenance of the funds and accounts
established hereunder for the sole purpose of the protection of both the City
and said Registered Owners.
The Registered Owners of Bonds in an aggregate principal amount of )
not less than twenty-five per centum (250) of Bonds issued under this
Resolution then outstanding may, by a duly executed certificate in writing,
appoint a trustee for Registered Owners of Bonds issued pursuant to this
Resolution with authority to represent such Registered Owners in any legal
proceedings for the enforcement and protection of the rights of such
Registered Owners. Such certificate shall be executed by such Registered
Owners or their duly authorized attorneys or representatives, and shall be
- •• filed in the office of the Clerk of the Circuit Court, Clerk of the Commission
and with the Chairman.
-22-
i
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 6.01. NO RECOURSE. No recourse shall be had for the payment
of the principal of, premium, if any, and interest on the Bonds, or for any
claim based thereon or on this Resolution, against any present or former
member or officer of the Commission or any person executing the Bonds.
SECTION 6.02, SALE OF BONDS; APPROVAL OF OFFICIAL STATEMENT.
William R. Hough 6 Co. is hereby appointed Underwriter for the Bonds (the
"Underwriter") .
The Commission has received a proposed purchase contract for the
Bonds (the "Bond Purchase Agreement") dated November 21, 1989, with respect to
the purchase of the Bonds by the Underwriter. The Commission hereby finds and
determines that entering into of the Bond Purchase Agreement with the
Underwriter is in the best interest of the City. The Commission hereby
authorizes and approves the Bond Purchase Agreement and directs that it shall
be executed by and on behalf of the City by the Mayor and the City Manager of
the City, and attested by the City Clerk of the City with the official seal of
the City impressed or imprinted thereon, in substantially the form attached
hereto as Exhibit C, subject to such changes, insertions and omissions and
such filling-in of blanks therein as may be approved by the officers of the
City executing th same pursuant to this Section. The execution and delivery
` of such Bond Purchase Agreement for and on behalf of the City by such officers
is conclusive evidence of the approval of such officers of any such changes,
insertions, omissions or filling-in of blanks.
Due to the present volatility of the market for tax-exempt
obligations and the complexity of structuring a special assessment issue, the
Commission hereby finds and determines that a negotiated sale of the Bonds to
the Underwriter is in the best interest of the City. The Commission hereby
awards the Bonds to the Underwriter in accordance with the provisions of the
Bond Purchase Agreement for the purchase price set forth in the Bond Purchase
'e...a.�''. Agreement, and confirms its receipt of a disclosure statement from the
Underwriter complying with Statutes, as amended. the provisions of Section 218.385, Florida
The proper officers of the City are hereby authorized and directed to
execute the Bonds when prepared and to deliver the same to the Underwriter
upon payment of the purchase price therefor in accordance with rho a...,a
Purrhn�_ A—
The Commission approves and ratifies the distribution of the Official
Statement in the form attached hereto as Exhibit D by the Underwriter in
connection with the offering and sale of the Bonds, with such changes,
insertions, omissions and such filling-in of blanks therein as may be approved
and made in such Official Statement by the officers of the City executing the
same pursuant to this Section. The Mayor, the City Manager and the City Clerk
-23-
of the City are hereby directed to execute the Official Statement for and on
behalf of the City. The execution and delivery of such Official Statement for
and on behalf of the City by such officers is conclusive evidence of the
approval of such officers of any such changes, insertions, omissions or
filling-in of blanks.
SECTION 6.03. AUTHORIZATION OF OFFICERS. The Mayor, Vice Mayor,
City Clerk, Assistant City Clerk and the City Manager of the City, and other
officers, employees and agents of the City are hereby authorized and directed
to execute such instruments, certificates and documents, as may be necessary
and appropriate for carrying out the transactions contemplated by the issuance
and delivery of the Bonds and to do all acts and take all actions required by
the terms, covenants, provisions and agreements of this Resolution, the Bonds
and the Bond Purchase Agreement.
SECTION 6.04. MODIFICATION OR AMENDMENT. Except as hereinafter
provided, no material modification or amendment of this Resolution or of any
ordinance or resolution amendatory hereof or supplemental hereto, may be made
without the consent in writing of the Registered Owners of fifty-one percent
(51%) or more in principal amount of the Bonds then outstanding, provided,
however, that no modification or amendment shall permit a change in the
maturity of such Bonds, a reduction in the rate of interest thereon, or a
reduction in the amount of the principal obligation represented thereby; nor
shall any modification or amendment either affect the unconditional promise of
the City to pay the principal of and interest on the Bonds, as they shall
become due, from the Pledged Revenues, or reduce the percentage of Registered
Owners of Bonds above required to consent to such material modifications or
amendments, without the consent of the Registered Owners of all such Bonds;
provided further, however, that no such modification or amendment shall allow
or permit any acceleration of the payment of principal of or interest on the
Bonds upon any default in the payment thereof whether or not the Registered
Owners of the Bonds consent thereto.
The City, from time to time and at any time and without the consent
or concurrence of any Registered Owners of any Bonds, may adopt a resolution
amendatory hereof or supplemental hereto, if the provisions of such
supplemental resolution shall not adversely affect the rights of the
Registered Owners of the Bonds the❑ outstanding, for any one or more of the
following purposes:
(1) to make any changes or corrections in this Resolution which
the City shall have been advised by counsel are required for the purpose of
curing or correcting any ambiguity or defect or inconsistent provision or
omission or mistake or manifest error contained herein, or to insert in this
Resolution such provisions clarifying matters or questions arising hereunder
as are necessary or desirable;
(2) to add additional covenants and agreements of the City for
the purpose of further securing the payment of the Bonds;
-24-
(3) to surrender any right, power or privilege reserved to or
conferred upon the City by the terms hereof;
(4) to confirm by further assurance any lien, pledge or charge
created or to be created by the provisions hereof;
(5) to grant to or confer upon the Registered Owners any
additional right, remedies, powers, authority or security that lawfully may be
granted to or conferred upon them;
(6) to assure compliance with the Code; or
(7) to provide such changes which, in the opinion of the City,
based upon such certificates and opinions of the Consulting Engineer,
Independent Certified Public Accountant, Bond Counsel, financial advisors or
other appropriate advisors as the City may deem necessary or appropriate, will
not materially adversely affect the security of the Registered Owners,
including, but not limited to, such changes as may be necessary in order to
adjust the terms hereof so as to facilitate the issuance of other types of
obligations, including, but not limited to, bonds, notes, certificates,
warrants or other evidences of indebtedness, that are subject and subordinate
to the rights of the Registered Owners of the Bonds.
SECTION 6.05. DEFEASANCE. Notwithstanding the foregoing provisions
of this Resolution, if, at any time, the City shall have paid, or shall have )
made provision for payment of, the principal, interest and redemption
premiums, if any, with respect to any Bonds, then, and in that event, the
pledge of and lien on the Pledged Revenues, and the covenants contained in
this Resolution, in favor of the Registered Owners of such Bonds shall be no
longer in effect, except that the provisions of Section 5.01(H) hereof shall
continue in effect until all payments of rebate to the United States of
� . America have been made in accordance with the Rebate Covenants. For purposes
of the preceding sentence, deposit of Defeasance Securities, which shall not
be subject to redemption prior to their maturity other than at the option of
the holder thereof, in irrevocable trust with a banking institution or trust
company, for the sole benefit of the Registered Owners of such Bonds, in
respect to which such Defeasance Securities, the principal and interest
received will be sufficient to make timely payment of the principal, interest,
and redemption premiums, if any, on such outstanding Bonds designated to be
defeased, shall be considered "provision for paymeni." Go t;u 4 rg ,•c.c.•-• shal••..--
be deemed to require the City to call any of the outstanding Bonds for
redemption prior to maturity pursuant to any applicable optional redemption
provisions, or to impair the discretion of the City in determining whether to
exercise any such option for early redemption.
SECTION 6.06. SEVERABILITY OF INVALID PROVISIONS. If any one or
more of the covenants, agreements or provisions of this Resolution should be
held to be contrary to any express provision of law or to be contrary to the
policy of express law, though not expressly pronibited, or to be against
public policy, or should for any reason whatsoever be held invalid, then such
-25-
I .
covenants, agreements, or provisions shall be null and void and shall be
deemed separate from the remaining covenants, agreements, or provisions of,
and in no way affect the validity of, all the other provisions of this
Resolution or of the Bonds.
SECTION 6.07. REPEALING CLAUSE. All ordinances and resolutions of
the City, or parts thereof, in conflict with the provisions of this Resolution
are to the extent of such conflict hereby superseded and repealed.
SECTION 6.08. EFFECTIVE DATE. This Resolution shall take effect in
the manner provided by law.
PASSED AND ADOPTED this 12th day of December, 1989.
/��(SEAL)
MAYOR - COMMISSION
ATTEST:
QvsY
CITY CLERK - AUDITOR
APPROVED AS TO FORM AND
CORRECTNESS:
By: 4- f.•
FRANK ADLER, City Attorney
DAN IA/
Re501oe ion/M-05fl5S/11- II -fl9
-26-
I 1
J
EXHIBIT A
(Face of Bond]
No. R $
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF DANIA
SPECIAL ASSESSMENT IMPROVEMENT BOND, SERIES 1989
(N.E. 7TH AVENUE PROJECT)
DATED DATE MATURITY DATE INTEREST RATE CUSIP
December 1, 1989
REGISTERED OWNER:
PRINCIPAL AMOUNT:
KNOW ALL MEN BY THESE PRESENTS, that the City of Dania, Florida (the
"City"), for value received, hereby promises to pay to the Registered Owner
y� designated above, or registered assigns, solely from the special funds
hereinafter mentioned, on the Maturity Date specified above, or redemption
date if earlier redeemed, the principal amount shown above, upon presentation
and surrender hereof at the corporate trust office of Florida National Bank, r
Fort Lauderdale, Florida, as Bond Registrar and Paying Agent, and to pay
solely from such funds, interest thereon from the date of this Bond or from
the most recent Interest Payment Date to which interest has been paid,
whichever is applicable, at the rate per annum set forth above until the
Maturity Date or earlier redemption date, such interest to the maturity hereof
being payable on May 1, 1990, and thereafter on November 1 and May 1 of each
year by check or draft mailed to the Registered Owner at his address as it
appears, at 5:00 P.M. Eastern Time on the fifteenth day of the month preceding
the applicable interest payment date, on the registration books of the City
kept by the Bond Registrar. The principal of, premium, if any, and interest
on this Bond are payable in lawful money of the United States of America.
This Bond is payable solely from and secured by a first lien upon and
pledge of the Special Assessments (hereinafter, the "Special Assessments")
accruing to the City, and the moneys on deposit in the funds and accounts
created pursuant to, all as defined and provided in, Resolution No. of
the City duly adopted on December 12, 1989 (the "Resolution") (collectively,
the "Pledged Revenues") . This Bond does not constitute a general obligation
or indebtedness of the City within the meaning of any constitutional,
statutory or charter provision or limitation, and it is expressly agreed by
the Registered Owner of this Bond that such Registered Owner shall never have
the right to require or compel the exercise of the ad valorem taxing power of
the City, or the taxation of any property of or in the City, for the payment
of the principal of and interest on this Bond or for the making of any sinking
fund, reserve or other payments provided for in the Resolution.
A-1
It is further agreed between the City and the Registered Owner of
this Bond, that this Bond and the obligation evidenced hereby shall not
constitute a lien upon the Project or any part thereof, or on any other
property of or in the City, but shall constitute a lien only on the Pledged
Revenues, in the manner provided in the Resolution.
This Bond is one of an authorized issue of Bonds, originally issued
in the aggregate principal amount of $525,000, of like date, tenor and effect,
except as to number, interest rate, and date of maturity, issued to finance
the cost of street and drainage improvements in the City, 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,
Chapter 170, Florida Statutes, the City Charter of the City and other
applicable provisions of law, and the Resolution, and is subject to all the
terms and conditions of said Resolution. Capitalized terms used herein shall
have the meaning specified in the Resolution.
The City has entered into certain covenants with the Registered
Owners of the Bonds of this issue for the terms of which reference is made to
said Resolution. The City has reserved the right to defease the lien of the
Bonds of this issue upon the Pledged Revenues upon making provision for
payment of the Bonds as provided in the Resolution.
Reference is hereby made to the further provisions of this Bond set
forth on the reverse side hereof and such further provisions shall for all
purposes have the same effect as if .set forth on the front side hereof.
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 Bond, 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 this Bond, and
of the issue of Bonds of which this Bond is one, does not violate any
`a....J'. constitutional or statutory limitation.
This Bond 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 Authentication hereon shall have been executed by the Bond
Registrar.
A-2
IN WITNESS WHEREOF, the City of Dania, Florida has issued this Bond
and has caused the same to be executed by its Mayor and City Manager, either
manually or with their facsimile signatures, and the corporate seal of said
City or a facsimile thereof to be affixed hereto or imprinted or reproduced
hereon and attested by the manual or facsimile signature of the City Clerk,
all as of the Dated Date specified above.
CITY OF DANIA, FLORIDA
(SEAL) --
Mayor
ATTEST:
By: By
City Clerk City Manager
A-]
J
BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the issue described in the
within-mentioned Resolution.
FLORIDA NATIONAL BANK, As Bond Registrar
By: —---
Authorized Signature
Date of Authentication:
A-4
J
J
[Back of Bond]
The Bonds maturing on or after May 1, 1998 may be redeemed prior to
their respective maturities on or after May 1, 1997, at the option of the City
from any moneys legally available therefor, other than moneys which are to be
applied to the extraordinary mandatory redemption of Bonds, in whole at any
time or in part on any interest payment date at the redemption prices
(expressed as percentages of the principal amount of the Bonds or portions
thereof to be redeemed) together with accrued interest to the redemption date,
as follows:
Redemption Period (dates inclusive) Redemption Price
May 1, 1997 through April 30, 1998 102.00.
May 1, 1998 through April 30, 1999 101. 5%
May 1, 1999 through April 30, 2000 101.0%
May 1, 2000 through April 30, 2001 100.5%
May 1, 2001 and thereafter 100.00.
The Bonds maturing on May 1, 2010 are subject to mandatory redemption
by lot through sinking fund payments on May 1 of each year, commencing May 1,
"± 2000, at a redemption price equal to 100° of the principal amount thereof,
plus accrued interest to the redemption date in the amounts set forth below.
Year Amount
2000 $25,000
2001 25,000
2002 25,000
2003 30,000
2004 30,000
2005 35,000
2006 35,000
2007 40,000
2008 40,000
2009 45,000
2010* 50,000
iiriai iid tuf ity
The Bonds are subject to extraordinary mandatory redemption on May 1
of each year, commencing May 1, 1991 from excess moneys deposited in the
Redemption Account as a result of the collection of (i) delinquent assessments
and penalties; ( ii) excess assessment collections; (iii) surplus moneys
remaining in the Project Fund after the completion of the Project; ( iv)
prepayment of Special Assessments which are accelerated due to foreclosure of
benefitted property; (v) voluntary prepayment of Special Assessments; (vi)
prepayment of Special Assessments which are accelerated due to the sale or
subdivision of benefitted property; or (vii) earnings from the investment of
A-5
funds and accounts created under the Resolution that are heposited in nthe
Redemption Account. The redemption price for any
l00% of the principal amount of Bonds to be redeemed, plus
redemption shall be
a premium equal to one percent (la) of the principal amount. to be redeemed for
each year or portion thereof in advance of the stated maturity of the Bond to
be redeemed, but in no event shall the premium exceed three percent (3%) of
amount to be redeemed, plus accrued interest to the redemption
the principal
date. ifi less than n ascending all of ofematurity and 3onds are tbyblotewithin each maturity.hall be
red
This Bond is and has all the qualities and incidents of a negotiable
instrument under the Uniform Commercial Code--Investment Securities Laws of
the State of Florida, and the Registered Owner and each successive Registered
owner of this Bond, shall be conclusively deemed by his acceptance hereof to
have agreed that this Bond shall be and have all the qualities and incidents
of negotiable instruments under the laws of the State of Florida.
A-6
J
(Form of Opinion of Bond Counsel]
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 full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIF MIN ACT -
TEN ENT - as tenants by the entireties (Cust. )
JT TEN - as joint tenants with right Custodian for _
of survivorship and not as (Minor)
tenants in common under Uniform Gifts to Minors Act
of
------- (State) -------
Addition-1 abbreviations may also be used though not in list above.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers to
PLEASE INSERT NAME, ADDRESS AND SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE the within bond and does hereby irrevocably constitute and appoint
as his agent to transfer the bond on the books kept for registration thereof,
with full power of substitution in the premises.
Dated:
M NOTICE: The signature to this
Signature guaranteed: assignment must correspond
with the name of the
Registered Owner as it appears
___ upon the face of the within
irm
(Bank, Trust Company or F ) bond in every particular, -
without alteration or enlarge-
ment or any change whatever.
(Authorized Officer)
DANIA/
EXA/M-O ] IAS/11 - I /-119
A-7
EXHIBIT B
DATE, PRINCIPAL AMOUNT, MATURITIES
AND INTEREST RATES
Dated Date: December 1, 1989
Principal Amount: $525,000
Maturity Date: May 1
Maturity Years, Amounts and Interest Rates:
Year Amount Interest Rate Price or Yield
1991 $ 10,000 6.60 100%
1992 15,000 6.80 100%
1993 15,000 6.90 100e
1994 15,000 7.Oo 100%
1995 15,000 7.1. 100%
1996 15,000 7.20 100%
1997 20,000 7.30. 100%
1998 20,000 7.4% 100%
1999 20,000 7.50 100`6
2010 380,000 8.0% 100%
DANIA/
Exa/M-05425/12-II -8'1
B-1
J
F-1
RUDEN, BAL• ?'T, MCCLOSKY,
SMITH SCHUSTEH & Ru.� .LL, P.A.
ATTORNEYS AT LAW
j
-1 701 BPICHELL AVENUE
1 CE. w CA.'$C C`
SUITE 1900 ? E �-
n 1 /Err PE. n rPPv'S "I m.w'LN n SC....TI
F ILPvn' PDPmS MIAMI FLORIBA 33131 BR�PN r LEPP•^uPN g rv�pP�wD
jCL._DE B PRPirrG'ON eiC r.nuC`E rR EN] epwwpwp0 J u -pq N E Sv,Enmpv
( SCOT' a ALS- (305) 769 2700 P vGE-nGgv P_ L. n S ELEL
SEC.._ cERS SCO.-.. a OL u ± SLPviS
..OPNi B.nCa rv.50- Pu! ERE r Sup LLw000
PLACE a..LR vIN ' Ps OEN--E TELECOPIER (305)TB9.2793 STEVENL r.C�EL E w
1 LLOT B B.RNf-- s-E Pr.EN] cCpNN LLENv v sr^i.
..ESP LEGRCE TELEX 441'372 p.IILCI m CLOs,• .B smn.
-Err REv I BCC' w N 5 uc...:L.' -p A .
..OnPi..PNO BCLOrr .'.LE N^.P .'iEREE Eu B • SPu-'E-5 $u'i'
1 am..wD E an E^"' w u sa L maw m[ m - 9" E sp.EISTEI
BLP •. P wCEEI.B LO-^LPN nOODwOw..up' pj .ann SOUS LIIE'N
vi0 n GLENN E OCLCS'E.N
PLIES a BJOSSEP R..CE P OGOO•'^M1 S.U..EL x rp'E]'.90. 980) RCBfwi m L ENBERLEP EC'xN S.PC^Eq
D'-.OURS R BOLr iCCP,..NC $AMLE PCuOILEI •v'w•w P•L•N•'•
:OO]BO00 'r S.mCN R,/DEv'.y.5 i36i1 '.w C v N p
LL ]La'.^ V . .SSBA' u, E' oLC" RSO..
x ENCE C C.L-Pw'.- mPNC• x 3.Es.., BPPv r O CONNGq A,
.-Ow.RO. CPU,:^ .I-Om.S r LLs:.r50' IA. L P 'I
m I—ELB CnCSP. vP / OLwPOv B-E—E5 CE'_L
CAN..F_LLER I. r[_D9 [L:.O.i.. 5-EnnEN R vERB•
Pn pPE.B C-.ODOROw L-ER c u ^C..o.. o ..E p
I .. we»occoorsn. es-.�^�'s s-E_nor.e REN x R
C Ew BE ROSE`.BL.' ]Pv D P /.E R^.- •"B
. ". ' 050v ;SEORG[ xE.NS'E�v N ^.
O B.vrvON TILE' w uiCu.a 5 RO55 C 55
E--s�'P .E .Eq PE VC[ RJSSE'-L
r RC•O J/CPR�C MP E..O•-•.EOv U mi$PLL-Pa-E"FOC
BEV N[•i rPLn _CwCUC ...
S E'M P _CSEou BCVC E 5 SPi:ERr� OCN<L]C xOR^5 9
,I." awOL�ew ��p.p50
LPCn C r vnELUPN -EI.w'P-E' w . n voEP
C_EL-C . NE'�5 ^L[nE
..RON. rC09PV I. .PL n.•PSSEE OrfiCE
:.'.:�'.C•OrriCE_ w0.-ROE wAR •OwEa ' SJ E 0=
c•.Jqi LP..p EP]PEE CrriCE BOCP Pp'ZON Orr CE 5 xC5''.5-iNL'ON EPEE-
�ROC^Ew P 5- CS r,CplD. 3235 O NOw'u uCNPOC S.REE'
m u' BEAC. Gcc'CE -v- •, ..RISE'. r-pw'C]2]O
rLOOw O CPS'BgObp RD E0..-[raPp 955'Cxv CE`.-Ew u0.o 30A'.62' 95e9 •.;9p4 6e' 902'
P E.L^ n POI.Crr CE BG•.30C DOCp Pe'CN r_ n,-..]JaBO
O
. 'CO `
wOPD u.,. _ ...DERDPLE r-OPOP]]JC2 39 ie00
u�.m.BC.C. r-CA D.33 39 'C '/ _
1305',6w3 �-0O 1305,'64 5660 xa,:EP S D PE] -uBCw
December 12 , 1989 789-2783
BY MESSENGER
Wanda Mullikin
Frank C. Adler, Esq. City Clerk
City Attorney City of Dania
City of Dania 100 West Dania Beach Boulevard
100 West Dania Beach Boulevard Dania, FL 33004
Dania, FL 33004
Re: $525, 000 City of Dania, Florida Special Assessment 'ect )
Improvement Bonds, Series 1989 (N.E. 7th Avenue Pro
Dear Frank and Wanda:
thorizing
'a ..
Enclosed is the final Bond Rwhichtmay be ion presented
the issuance of the above-captioned bonds,
to the City Commission this evening for approval .
I look forward to seeing you this evening at the City
Commission meeting.
Very truly yours ,
RUDEN, BARNETT, McCLOSKY , SMITH,
SCHUSTER & RUSSELI , P.A.
j Glenn A. Gerea
GAG :sy/l
Enclosure