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HomeMy WebLinkAboutR-80-45RESOLUTION NO.~,~8~~ A RESOLUTION PROVIDING FOR THE ACQUISITION AND CONSTRUCTION OF MUNICIPAL GOLF COURSE FACILITIES BY THE CITY OF SEBASTIAN, FLORIDA: AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $1,600.00 PRINCIPAL AMOUNT OF GOLF COURSE REVENUE BONDS TO PAY THE COST OF SUCH PROJECT; PROVIDING FOR THE RIGHTS OF THE HOLI)ERS OF SUCH BONDS; PROVIDING FOR THE PAYMENT THEREOF: AUTHORIZING ISSUANCE BY THE CITY OF NOT EXCEEDING $1,600,000 PRINCIPAL AMOUNT OF REVENUE BOND ANTICIPATION NOTES OF THE CITY IN ANTICIPATION OF THE ISSUANCE OF SAID BONDS, PROVIDING FOR THE PAYMENT OF SAID NOTES AND ENTERING INTO CERTAIN COVENANTS AND AGREEMENTS WITH THE HOLDERS THEREOF. THE CITY COUNCIL OF THE CITY OF SEBASTIAN, FLORIDA, HEREBY RESOLVES a.s follows: SECTION I. Definitions. Unless the context otherwise requires, the terms described in this section shall have the meanings specified in this sectioni Words importing/singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms and cor- porations. "Act" shall mean Chapter 166, Part II, Florida Statutes (1979). "Bonds" shall mean the Golf Course Revenue Bonds of the Issuer herein authorized to be issued by the Issuer under the terms, conditions and limitations herein contained. "Charter" shall mean the Issuer's municipal charter, the same being Chapter 16683, Laws of Florida, Acts of 1933, as amended and supplemented. "Indenture" shall mean the agreement attached hereto as ExhiBit'A and incorporated herein by reference, entitled "Trust Indenture," dated as of December 1, 1980, and hereby authorized to be executed and delivered by and between the Issuer and the Trustee. "Issuer" shall mean City of Sebastian, Florida, a muni- cipal corporation duly organized and existing under and by virtue of the laws of the State of Florida. "Notes" shall mean the bond anticipation notes of the Issuer herein authorized, to be issued, by the Issuer under the terms, conditions and limitations contained herein. "Project" shall mean the acquisition, construction, erection and equipping of the municipal golf course facilities of the Issuer described in the Indenture. "Securities" shall mean the Bonds and the Notes. "Trustee" shall mean the bank or trust company authorized under the laws of the State of Florida to accept and execute' trusts of the character described in the Indenture (and its corporate successors), hereafter appointed by resolution of the Issuer, as Trustee under the Indenture, and its successors under the Indenture. SECTION II. Authority for this Resolution. This resolution, herein- after called "instrument", is adopted pursuant to the provisions of the Act, the Charter and other applicable provisions of law. SECTION III, Findings. It is hereby ascertained, determined and declared as follows: A. The Issuer does not presently own or operate munici- pal golf course facilities for the benefit of its inhabitants, and the Project is in the best interest of the Issuer and its inhabitants, and is desirable and necessary for the continued welfare and convenience of the Issuer and its inhabitants. B. The Issuer is authorized by the Charter to acquire, operate and maintain municipal golf course facilities, including machinery, equipment, land, rights in land and other apperunan- ces and facilities related thereto. C. It is hereby found and determined that the estimated Cost of the Project is $1,600,000, which shall be paid initially with the proceeds of the sale of the Notes and which shall be ultimately financed through the issuance of the Bonds. The Issuer is authorized by the Act to issue the Notes and the Bonds for such purposes. D. The Pledged Funds, as defined in the Indenture, will be sufficient to pay, as the same shall become due and payable, the principal of and interest on the Bonds. The proceeds to be derived from the sale of the Bonds will be sufficient to pay the principal of the Notes at the maturity date thereof. E. It is deemed necessary and desirable to pledge the Pledged Funds to the payment of the principal of and interest on the Securities, No part of the Pledged Funds have been pledged or hypothecated except with respect to the Securities. F. This instrument is declared to be and shall constitute a contract between the Issuer and all of the holders of the Securities; and the covenants and agreements herein set forth to be performed by the Issuer are and shall be for the equal benefit, protection and security of all of the legal holders of any and all of the Securities, the Bonds of which shall be of equal rank and without preference, priority or distinction of any of the Bonds over any other of the Bonds, and the Notes of which shall be of equal rank and without preference, priority or distinction of any of the Notes over any other of the Notes, except as hereinafter provided. G. The Issuer is not, under this instrument obligated to levy any ad valorem taxes on any real or personal property situated within its territorial limits to pay the principal of or interest on the Securities. The Securities shall not constitute a lien upon the Project or any other property of the Issuer or situated within its territorial limits. H. It is necessary and in the best interests of the health and economy of the Issuer and its citizens and inhabitants that funds be made immediately available in order to provide money for the commencement of the Project at this time and prior to the issuance and sale of the Bonds. The Issuer has, therefore, determined that it is in the best interest of the -2- Issuer and its citizens and inhabitants that the Notes be issued pursuant to this instrument in anticipation of the receipt by the Issuer of the proceeds from the sale of the Bonds. SECTION IV. Project Authorized. The Project is hereby authorized. SECTION Authorization of Bonds. Obligations of the Issuer to be known as "Golf Course Revenue Bonds" (the "Bonds"), are hereby authorized to be issued in an aggregate principal amount not exceeding One Million Six Hundred Thousand Dollars ($1,600,000), in the form and manner described in the indenture. The Bonds will be dated as of January 1, 1981 or as of the first day of any month thereafter, and interest thereon from such date shall be payable semiannually thereafter, commencing on the first day of the month which shall be the sixth month after the date of the Bonds. SECTION VI. Authorization of Notes. For the purpose of providing funds to pay the cost of the Project pending issuance of the Bonds, obligations of the Issuer to be known as Golf Course Revenue Bond Anticipation Notes" (the "Notes") are hereby authorized to be issued in an aggregate principal amount not exceeding $1,600,000) in the form and manner described in the Indenture. The Notes shall be dated as of January 1, 1981-or as of any date thereafter and interest thereon shall be payable as provided in the Indenture. If the Notes shall be dated other than as of January 1, 1981, then the date of the Indenture will be changed to correspond to the date of the Notes, and all affected dates in the Indenture may be adjusted accordingly and correspondibly as the Issuer may by resolution provide. SECTION VII. Authorization of Execution and Delivery of Indenture. As security for the payment of 'the principal o3 and premium, if any, and interest on the Securities, pro rata and without preference of any one of the Bonds over any other of the Bonds or of any one of the Notes over any other thereof, the Indenture, in substantially the form thereof attached hereto as Exhibit A, with such changes, alterations and corrections as may be approved by the Mayor of the Issuer, such approval to be presumed by their execution thereof, is hereby approved by the Issuer~ and the Issuer hereby authorizes its Mayor to execute and its Clerk to attest under the corporate seal of the Issuer the Indenture and to deliver to the Trustee the Indenture, all of the provisions of which, when executed and delivered by the Issuer as authorized herein and by the Trustee duly authorized, shall be deemed to be a part of this instrument as fully and to the same extent as if'incorporated verbatim herein. The Issuer does hereby provide in the Indenture the terms, conditions covenants, rights, obligations, duties and agreements to and for the benefit of the holders of the Securities, the Issuer and the Trustee. SECTION VIII. No Personal Liability. No covenant, stipulation, obligation or agreement herein contained or contained in the Securities or in the Indenture shall be deemed to be a covenant, stipulation, obligation or agreement of any officer, employee or agent of the Issuer or member of the City Council of the Issuer in his individual capacity, and no such person shall be liable personally thereon or be subject to any personal lia- bility or accountability by reason of the issuance thereof. SECTION IX. No Third Party Beneficiaries. Except as herein or in the Indenture otherwise expressly provided, nothing in this instrument or in the Indenture, expressed or implied, is intended or shall be construed to confer upon any person or firm or corporation other than the Issuer, the holders of the Securities and the Trustee any right, remedy or claim, legal or equitable, under and by reason of this instrument or any provision thereof or of the Indenture; this instrument, the Indenture and the Securities being intended to be and being for the sole and exclusive benefit of the Issuer, the holders from time to time of the Securities and the Trustee. SECTION X. Prerequisites Performed. All acts, conditions and things relating to the adoption of this instrument, to the issuance of the Securities, and to the execution of the Indenture, required by the Constitution or laws of the State of Florida to happen, exist and be performed precedent to and in the passage hereof, and precedent to the issuance of the Securities, and precedent to the execution and delivery of the Indenture, have happened, exist and have been performed as so required. SECTION XI. General Authority. The Issuer and its officers, attorneys, other agents and employees are hereby authorized to do all acts and things required of them by this instrument or the Indenture, or desirable or consistent with the requirements hereof or the Indenture, for the full punctual and complete performance of all the terms, covenants and agreements contained in the Securities, the Indenture and this instrument. SECTION XII. Validation Authorized. The Issuer's attorney, Daniel M. Kilbride, Jr,, is hereby authorized and directed to prepare and file proceedings in the CircUit Court for Indian River County, Florida to validate the Securities in the manner provided by law. SECTION XIII. Sale of Securities. The Securities shall be issued and sold in such manner and at such price or prices consistent with the .act and other applicable provisions of law, all at one time or in installments from time to time, all as shall be hereafter provided by resolution or resolutions of the Issuer adopted at any time prior to the issuance of any of the Securities. SECTION XIV. Arbitrage. The Issuer covenants that it will not direct the Trustee to make any investments or acquiesce in the making of any investments by the Trustee pursuant to or under the Indenture which could cause any of the Securities to be "arbitrage bonds" within the meaning of Section 103(c)(2) of the Internal Revenue Code of 1954, as amended, and the applicable regulations issued thereunder. SECTION XV. This Instrument Constitutes a Contract. The Issuer covenants and agrees that this instrument shall constitute a contract between the Issuer and the holders from tim~ to time of those of the Securities then outstanding and that all covenants and agreements set forth herein and in the Indenture to be performed by the Issuer shall be for the equal and ratable benefit and security of all holders of the Securities without privilege, priority or distinction as to lien or other- wise of any of the Bonds over any other of the Bonds or of any of the Notes over any other of the Notes. SECTION XVI. Severability of Invalid Provisions. If any one or more of the covenants, agreements or provisions herein contained or contained in the Indenture or in any of the Securities shall be held contrary to any express provisions of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions hereof or contained in the Indenture or in any of the Securities and shall in no way affect the validity of any of the other provisions hereof or contained in the Indenture or in any of the Securities. SECTION XVII. Repealing Clause. All resolutions or parts thereof of the Issuer in cohfiict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. SECTION XVIII. Effective Date. This instrument shall take effect immediately upon i~s adoption, CITY OF SEBASTIAN Pa~ FiO6d; Jr., ~Fayor ATTEST: The foregoing Resolution was duly passed and adopted by the City Council of the City of Sebastian, Florida, this ./.~'P~ day of ///1,4n~~ , 1980.