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Res 951-55 RESOLUTIC~{ NO. 951 A RESOLUTION ?ROVIDING FOR THE ISSUANCE OF $110,000 SPECIAL FRANCHISE TAX REVENUE CERTIFICATES~ SERIES 1955, OF THE CITY OF DELRAY BEACH, FLORIDA, FOR THE PURPOSE OF PAYING THE COST OF MAKING MUNICIPAL IMPROVEME~S IN AND FOR SAID CITY~ IN~ eLUDING THE ACQUISITION OF AN OFF-STREET PARF/NG AREA AND 17WPR~.~NT OF THE STREETS IN AND FOR SAID CITY, PROVIDING F(~ THE SALE THEREOF, AND PROVIDING FOR THE SECURITY AND PAYMENT THE~F, AND MAKING CERTAIN COVENANTS AND AGI~EEMENTS IN THAT CONNECTION. %~fftEREAS~ under date of December 25, 1946~ through the adoption of Ordinance No. G-19 the City Council of the City of Delray Beach granted to Florida Power ar~l Light Company a franchis~ for the operation of electric light and power facilities within the limits of the city, which franchise was duly approved at an election held in said city on March 6~ 1947, and was duly accepted by said compar~f; and ~, said franchise and said election proceedings have been validated by Chapter 24481 of the Special Laws of Florida, 1947; and WHEEEAS~ under the provisions of said franchise the City of Delray Beach is to receive annually as consideration there. for a sum equal to six per cent (6%) of the company,s revenues derived from the sale of electrical energy to residential and i commercial customers within the corporate limits of the city for i+~he twelve fiscal months immediately preceding March 7 in such year~ less the ammnt of all t~xes, licenses and other impositions levied or imposed by the city on the property, business or opera- tions of the company and its subsidiaries for the precedi~ tax year; and WREREAS, the revenues so received by said city have not been pledged or hypothecated in any. manner or for any purpose; and WHEREAS, the city desires to construct necessary municipa improvements in and for said city~ including the acquisition ef an off-street parking area and the imp~mvement of streets in and for said city, and has no funds available for the payment of the cost the reof and in order to produce the amount required for such pur- pose desires to issue the revenue certificates of the city payable from the money to be received annually by the city from the proceeds of the aforesaid franchise (the gross reven~es derived from which franchise are hereinafter sometimes referred to as "the franchise reve~_~es,,), all in the manner more particularly hereinafter provided; and WHEREAS~ the city is authorized under the provisions of its charter to construct ~ecessary municipal improvements~ includ- ing an off-street parking area and the ~mprovement of streets in and for said city and to issue revenue certificates for SUCh pur- pose in the manner and payable from the source for which provision is made in this resolution; N~0W, THE~EFOI~E, BE IT RESOLVED by the City Council of the City of Delray Beach~ Palm Beach County~ Florida, as follows: Section 1. That the City Council has made due investi- gation and has ascertained and hereby formally finds and recites that the annual amount to be derived by said city i~m the required to be m~de under the terms of the franchise described in the preamble hereto~ if continued in the amounts now being derived therefrom, will be fully sufficient to pay principal of and interest on the certificates hereinafter authorized and to carry out all of the requirements of this resolution. Section 2. That the City of Delray Beach (hereinafter sometimes re e-~d to as the "city") construct municipal impr~ve- merits in and for said city including the acquisition of an off- street parking area and the improvement of streets in and for said city. Section _3. That for the purpose of paying the cost of such improvement~, including the payment of all costs properly incident thereto and to the issuance of the certificates~ t2mre be issued the negotiable revenue certificates of the City of Delray Beach in the total aggregate amount of $110,000, which certificate~ are hereinafter sma~imes referred to as ,'the certificates',. The certificates shall be dated May 1, 1955, shall be in the denomina- tion of $1,000 each~ shall be numbered 1 to 110, inclusive~ shall be payable in lawful money of the United States of America as to both principal and interest at First National Bank of Delray Beach in the City of Delray Beach, Florida~ shall bear interest until paid at not to exceed the rate of 4% per annum~ to be determined a' or after the time the certificates are sold, payable November 1955 and semi-anuually thereafter on the first days of May and November of each year, and shall mature serially in numerical orde= on N~y 1 of each of the years as follows: Certificate Numbers ~Amount Year 1 to 11 $11,000 1956 12 to 22 11~000 1957 23 to 33 11~000 1958 34 to 44 11,000 1959 48 to 55 ll~000 1960 56 to 66 11~000 1961 67 to 77 ll~000 1962 78 to 88 ll~000 1963 89 to 99 ll;000 1964 100 to ll0 ll~ 000 1965 Certificates numbered 56 to ll0~ inclusive! shall be callable for redemption at the option of the city prmor to maturity in inverse numerical order on May l~ 1960, and on any interest payment d. ate thereafter, at the principal amount thereof plus accrued mnterest to the date fixed for redemption. Notice of redemption shall be given not less than thirty days prior to the date fixed for redemption *~tr~gh the publication of an appropriate notice one time in a financial newspaper or journal published in ~the City of New York, New York~ or Chicago~ Illinois~ and one time in a newspaper having general circulation in the City of Delray Beach~ Flw ida~ and by filing such notice at the place of payment of the certificates. - 2- _.. v_v~+.~,S' That said certificates shall be signed by th~ Mayor of -countersigned by the City Clerk, endorsed by the City Attorney, and shall have impressed thereon the corporate seal of the City of Delrs~ Beach. Interest falling due on said certificates on and prior to maturity shall be represented by coupons attached to said certificates signed with the facsimile signatures of said Mayor s_nd City Clerk, and said Mayor and City Clerk~ by the execution of the certificates shall adopt as and for their own proper signatures their facsimile signatures appearing on said couponSo Section 4. That the certificates and the coupons to be attached thereto a~d the provisions to appear on the back thereof shall be in substantially the following form: (Form of Ce~ tificate) UN~TED STATES OF AZ~RICA STATE OF FLC~IDA COUNTY OF PALM BEACH CITY OF DELRAY BEACH SPECIAL FRANCHISE TAX REVEI~JE CERTIFICATE, SERIES 19~ Number -------- $1~ 000 The City of Delray Beach, in Palm Beach County, State of Florida, for value received hereby promises to pay to bearer solely from the special fund provided therefor as hereinafter set f~th, on the first day of May, 19__~ the principal sum of One Thousand Dollars ($1,000), and to pa~ from said special fund interest thereon at the rate of .. per cent ( %) per annnm from date hereof U~til' pai~, payable November i- 1985 and semi-annually thereafter on the first days of May and November of each year, such interest to the maturity date of this certificate to be paid only upon presentation and surrender of the annexed interest coupons as they severally become due. Both principal of and interest on this c~ tificate are payable in lawfu2 money of the United States of America at First National Bank of Delray Beach, in the City of Delray Beach, Florida. This certificate is one of an issue of $110,000, all of like date and tenor, except as to m~turity, (interest rate) and ioption of redemption, issued by said city pursuant to the pro- Visions of its charter, and pursuant to a resolution duly adopted by the Cit~y Council of said.city on February 22, 1955, for the ~urpose cz acquiring an off street parking area and improving the streets in and for said city. Said issue of certificates is payable ~olely from and secured by first pledge of the revenues to be ~eceived annnally by said city from Florida Power and Light Company ~nd its successors as consideration for the franchise granted said ~ompan~ by the city pursuant to Ordinance No. G-i~ adopted on final ~eading on DecemBer 2S, 1~, and approved at an election held on ~arch ~, 1~7. For a more particular stetemsnt of the security ~ledged to such payment, reference is ~de to the aforesaid resolu- tion of February 22, 1~85. This certiftcate~ including interest -S- hereon, is payable solely from the aforesaid revenues and does not constitute an indebtedness of the City of Delray Beach within the meaning of any constitutional, statutory or charter provision or limitation, and it is expressly agreed by the holder of this certificate that such holder shall never have the right to require or compel the exercise of the ad valorem taxing power of said city or the taxation or assessment of real estate in said city for %he payment of the principal of or interest on this certificate or the making of any sinking fund~ re. serve or other .p~s provided for in the abovedescribed resolutmon. It is furtbmr agreed between said city and the holder of this c~tificate that this certificate and the Obligation evidenced thereby shall not constitute a lien upon any property of or in the City of Delray Beach but shall constitute a lien only on the revenues hereinabove in this para- graph described. Certim'icates numbered 86 to 110, inclusive~ of the issue of which this is one are callable for redemption at the option of ~he city prior to maturity in inverse numerical order on May 1, 1960, and on ar~ interest payment date thereafter, at the principa~ amount thereof plus accrued interest to the date fixed for redemption. Notice of redemption is to be given not less tbe~ thirty days prior to the date fixed for redemption through the publication of an appropriate notice one time in a financial news- paper or journal published in the City of New York, New York, or Chicago, Illinois, and one time in a newspaper having general circulation in uhe City of Delray Beach, Florida, and by filing such notice at the place of payment of the certificates. It is hereby certiI'ied, recited and declared that all acts, conditions and things required to be done, happen and be perzormed precedent to and in ~he issuance of this certiZlcate in order to make mt a legal, valid and binding obligation of ~he City o~ Delray Beach in accordance with its terms~ have been done~ have happened and have been performe~ in regular amd due time, form s~ manner as required by law ~ ~hat this certificate is by statute made a negotiable instrument within the meaning of the Negotiable Instruments Law of the State of Florida. IN WITNESS WHEREOF~ the City of Delray Beach has caused this certificate to be executed by its Ma~ and countersigned by its City Clerk, under its corporate seal, and the interest coupons hereto attached to be executed with the facsimile signatures of said ~ayor and City Clerk, all as of the first day of May, 1958. ~ayor Countersigned: - cit Clerk Approved: City A~6rney " -4- (Form of Coupon) Number On the first day of ~ 19__, unless the hereinafter mentioned certifiC~t~ i's ~hen subject to redemption and has been called for redemption and provision for the redemption thereof duly made, the City of Delre~ Beach, Flwida, will pay to bearer at First National Bank of Delray Beach, in the City of Delray Beach,.Florida~ the sum of Dollars thSe ), solely from the special fur~ ~eferred"'t'6 in and for Interest then due upon its Special Franchise Tax Revenue Certificate~ Series 1955, dated May 1, 1955, and numbered . Mayor Countersigned: ...... c£iy Cle t .... (Form of Validation Certificate) Validated an~ confirmed by a decree of the Circuit Court of the Fii%eenth Judicial Circuit, in and for Palm Beach County~ Fl~ida~ rendered on the .... day of ...... , 1955. i21erl~ of the dtr~uit Court, ~County, Florida Section 5. That there is hereby created for the purpose of paying princiPa~ of and interest on the certificates herein authorized and establishing and maintaining a reserve for such purpose a fund to be known as the "Special Franchise Tax Revenue Certificates Sinking Fund., which is hereinafter in this resolution sometimes referred to as the "certificate fund". Such fund shall be kept on deposit in First National Bank .~.~ Delrav Be~.h . . ~ Delra~ Beach , Florida, Or in such other bank of equal 's%snd- i/~g an~ rating as may hereafter be specified by the City Council. The money held in said fund shall be held by said depositary as a special and not a general deposit ar~ as a special trust fund, the beneficial interest in which shall be in the holders from time to time of the obligations payable therefrom. Ail money in such fund shall be continually secured by the deposit of collateral security having a market value at all times of not less than the amount on deposit in such fun~ ~ shall be otherwise secured to the fullest extent required by the laws of Florida for the securing of public deposits. Beginnin~ with the year 1955, there shall be paid into the certificate fund so much of the first revenues received in each year by the city from Florida Power and Light Compan7 and its successors un~er the terms of the franchise more specifically hereinabove described (which is sometimes hereinafter referred - 5- to as "the franchise")~ including any renewals or franchises for the operation of electric facilities issued in lieu thereof or substitution therefor, while any of the certificates herein authorized remain outstanding and unpaid, as may be necessary to pay promptly as they fall due principal of and interest on the certificates herein authorized and to accumulate and maintain as a reserve for such payment in addition to current principal and interest requirements the sum of $. /~, o~o~ oo . .., which reserve shall be fully accumulated by Nay .l~t. 1955 , 1~8 . Money in the reserve shall be used whenever the remaining money in the certificate fund is not sufficient to pay principal or interest falling due and as to which there would be a default if the money were not so used. Any payment made from the reserve to prevent default shall be promptly rest~ed thereto so that as nearly as possible there may at all times be preserved as a reserve against defaults the minimum sum above specified. The money in the reserve may also be used for the payment of principal and interest at time when the money in the reserve, together with the other money in the certificate f~nd is sufficient to pay principal of and interest to maturity on all certificates then remaining outstandin~ It shall be the duty of the depositary of the certificate i fund to transmit to the paying agent bank hereinabove named not later than April 15 of each year an amount taken from the certifi- cate fund which will be sufficient to pay principal and interest falling due on the certificates during the succeeding calendar yea~. Ail or any part of the money in such reserve shall at the request of the city be invested in direct obligations of the United States of America or other marketable securitie~ eligible as security for the deposit of trust ftmds under regulations of the Board of Governors of the Federal Reserve System. Any obligations so purchased as an investment shall be o~ligations maturing or sub- ject to redemption by the holder thereof, at the optioh of such holder, not later than twelve months after the date of such invest- ment. It shall not be necessary for the depositary to give security for the deposit of any money with it, which is represented by obligations so purchased as an investment. Obligations so purchased shall be deemed at all times to be a part of the reserve and the interest accruing thereon and any profit realized from such linvestment shall be credited.to the reserve. The depositary shall sell at prevailing market prmces or shall present for redemption any obligations so purchased whenever it shall be necessary so to do in order to provide money to meet any payment of transfer from the i~nd in which such obligations are held. Neither the deposit~ the paying agent nor the city shall be liable or responsible for any loss resulting from any such investment. Ail money in the certificate fund in excess of such reserve and in excess of the amount required to pay principal and interest falling due in the next succeeding calendar year shall be applied on May 1 to the redemption of as many of the certifi- cates as can be redeemed with the surplus available. -6- ec~ 6. That the City of Delray Beach expressly covenants aha agrees that it will issue no other certificates or obligations offany kindthe or nature payable from or enjoying a lien on or pledge o franchise revenues unless such certificates or obligations are issued in such m~n~er as to be fully subordinate in all respects to the payment of the certificates herein aut2und~ed from such revenues. The provision~ of this section shall inure to the benefit of and be enforceable by any holder of the certifi- cates issued hereunder. Section 2. That the City of Delray Beach hereby covenants and agrees with each successive holder of the certifi- cates issued hereunder.. (a) That the city will do everything which it can legally do to maintain the franchise in full force and effect until all of the certificates shall have been retired, that if for an~ reason beyond the control of the city the franchise shall become inoperative or ineffective during such period, the city will take all possible steps for the ~mmediate substitution therefor of a franchise having as nearly like terms as possible, which franchise shall become subject to all the provisions of this resolution, and that the city will not levy or impose on the holder of the fran __ chise taxes, licenses or other impositions which will render the money received by the city from such holder under the franchise insufficient to carr~ out the recommendations of this resolution. (b) That all records of the city with respect to the amounts received by the city in each year under the franchise and the disposition made of all such revenues shall be available for inspection at all reasonable times by the holders of any of the certificates issued hereunder~ and that the city will within sixty days following the close of each fiscal year supply to any holder of the certificates who may have so requested a written statement covering the receipt and disposition of such revenues during such fiscal year. (c) That as long as any of the certificates remain out- standing ar~ unpaid the city will not operate within its limits any electric facilities which compete with the facilities operated by the holder of the franchise. Sect. i .on 8. That the certificates herein authorized shall be sold at Public ~ private sale for such price or prices as the City Council may determine provided the interest cost to maturity of the money received for such certificates shall ~not exceed per a~num. The certificates shall be prepared and executed as as may be after the validation thereof~ ar~ after the sale thereof shall be thereupon delivered to the purchasers thereof pursuant to payment and the proceeds thereof applied to the purposes for which the certificates are herein authorized. Sectio..n _9. That ~/.~ ! E../~/~ /~//~/ ~ as attorney for the City of Delray Beach~ is hereby authorized and directed to take appropriate proceedings in the Circuit Cou~t of the Fifteenth Judicial Circuit of Fl?r. ida, in an~ for Palm Beach County, for the validation of said certlficates~ and the Mayor and City Clerk are authorized to sign any pleadings in such proceedings for and in behalf of the City Council of the City of Delray Beach. -7- Section 10. That if ~ny section, paragraph, clause or provision 6f th~s ~'~solution shall be held to be invalid or unen- forceable for any reason, the invalidity or unenforceability of such section, paragraph, clause er provisi?n, shall not affect any of the remaining provisions of this resolutmon. Section ll. That this resolution shall be in f~ll force and effect-imme~ia~ly upon its adoption. Adopted this ~ day of .~~.~ .~ . , 1955, by the City Council ~f the City of Delray Beach, ~lorida~ a~ approved by the ~ayor of said city. The foregoing resolution and form of revenue certificate and coupon therein contained aare~he~eby~ approved to form and correctness this ~2~~ day of~~ 1988. Attorney ~ -8-