Res 30-65 RESOLUTION NO. 30-65.
A RESOLUTION AUTHORIZING THE CONSTRUC-
TION AND ACQUISITION OF VARIOUS CAPITAL
IMPROVEMENTS IN THE CITY OF DELRAY BEACH,
FLORIDA; AUTHORIZING THE ISSUANCE OF
$1,200,000 CIGARETTE TAX BONDS TO FINANCE
THE COST THEREOF; AND PROVIDING FOR THE
RIGHTS OF THE HOLDERS OF SAID BONDS.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DELRAY BEACH, FLORIDA:
ARTICLE I
STATUTORY AUTHORITY, FINDINGS AND DEFINITIONS
Section 1.O1. AUTHORITY OF THIS RESOLUTION. This resolution
is enacted pursuant to the provisions of Chapter 25786, Laws of Florida,
Acts of 1949, and acts amendatory thereof and supplemental thereto,
being the Charter of the City of Delray Beach, Florida, Chapter 210,
Florida Statutes, and other applicable provisions of law.
Section 1.02. FINDINGS. It is hereby ascertained, determined
and declared as follows:
A. That it is necessary, essential and in the best interests
of the City and the inhabitants thereof that there be constructed in
the City of Delray Beach, Florida, various capital improvements as
hereinafter more particularly described and authorized.
B. That pursuant to Chapter 210, Florida Statutes, and
other applicable provisions of law, the City Council of the City of
Delray Beach did, under date of June 24, 1963, enact ordinance No.
G-~90, amending Subsections 24-7, 24-8 and 24-9 of the Code of
Ordinances of the City of Delray Beach, levying excise or privilege
taxes upon the sale, receipt, purchase, possession, consumption,
handling, distribution and use of cigarettes within the corporate
limits of said City (hereinafter referred to as "Cigarette Taxes").
C. That it is deemed necessary and desirable to pledge
to the payment of the principal and interest on the Cigarette Tax
Bonds authorized by this resolution and reserves therefor the proceeds
derived by the City from said Cigarette Taxes.
D. That the estimated proceeds to be derived by the City
from said Cigarette Taxes in each year will be sufficient to pay
the principal of and interest on the Bonds authorized by this
resolution maturing and becoming due in such year and all reserve
or other payments provided to be made in such year by this resolution~
E. That the principal of and interest on the Bonds to be
issued pursuant to this resolution and all of the sinking fund, reserve
and other payments provided for in this resolution will be paid solely
from the proceeds of said Cigarette Taxes and other available funds;
that it will never be necessary to levy taxes on any real property in
said City to pay the principal of or interest on the Bonds to be issued
pursuant to this resolution, or to make any of the reserve, sinking
fund or other payments provided for in this resolution, and that the
Bonds issued pursuant to this resolution shall not constitute a lien
on any property of the City except said Cigarette Taxes.
Section 1.03. RESOLUTION CONSTITUTES CONTRACT. In considera-
tion of the acceptance of the Bonds authorized to be issued hereunder
by those who shall hold the same from time to time this resolution shall
be deemed to be and shall constitute a contract between the City of
Delray Beach, Florida, and such Bondholders, and the covenants and
agreements therein and herein set forth to be performed by said City
shall be for the equal benefit, protection and security of the legal
holders of any and all of such Bonds issued hereunder, and the coupons
attached thereto, all of which shall be of equal rank and without pre-
ference, priority or distinction of any of the Bonds or coupons over
any other thereof except as expressly provided therein and herein.
Section 1.04. DEFINITIONS. The following terms shall have
the following meanings in this resolution unless the text otherwise
expressly requires:
(A) "City" shall mean the City of Delray Beach, Florida.
(B) "Act" shall mean Chapter 2~786, Laws of Florida, Acts
of 1949, and acts amendatory thereof and supplemental thereto, being
the Charter of the City of Delray Beach, Chapter 210, Florida Statutes,
and other applicable provisions of law.
(C) "Bonds" shall mean the $1,2~00,000 Cigarette Tax Bonds
authorized to be issued pursuant to this resolution and any pari passu
additional Bonds hereafter issued within the limitations, restrictions
and conditions contained in this resolution and the interest coupons
attached to said Bonds.
(D) "Holder of Bonds" or "Bondholder"., or any similar
term, shall mean any person who shall be the bearer or owner of
any outstanding Bond or Bonds registered to bearer, or not registered,
or the registered owner of any outstanding Bond or Bonds which shall
at the time be registered other than to bearer or of any coupons
representing interest accrued or to accrue on said Bonds.
(E) "Cigarette Taxes" shall mean taxes levied and collected
on the sale, receipt, purchase, possession, consumption, handling,
distribution and use of cigarettes within the corporate limits of
said City referred to in Section 1..02 (B) hereof.
(F) "Cigarette Tax Ordinance" shall mean Ordinance No.
G.-490, enacted by the City Council of said City on June 24, 1963,
amending Subsections 24-7, 24-8 and 22-9 of the Code of Ordinances
of said City relating to the levy and collection of Cigarette Taxes.
(G) "Fiscal Year" shall mean the period commencing on October
1st of each year, and ending on the next ensuing September 30th.
(H) Words importing singular number shall include the
plural number in each case and vice versa, and words importing
persons shall include firms and corporations.
ARTICLE II
AUTHORIZATION OF CONSTRUCTION AWD
ACQUISITION OF VARIOUS CAPITAL IMPROVEMENTS
Section 2.01. AUTHORIZATION OF VARIOUS CAPITAL IMPROt~EN~S.
That there is hereby authorized the constructic~ and acquisition of
various capital improvements in and for the City of Delray Beach,
consisting of the construction or acquisition ~f works and improvements
to prevent erosion of beaches within said City, the constructionof
improvements to the existing waterfront public park, including the
acquisition of any additional lands therefor, and furniture and
equipment for a building to be constructed thereon, the construction
or acquisition of an oceanfront public park and improvements and worXs
to protect the same f~om erosion, the construction or acquisiton of a
municipal building for the municipal court and Jail and other police
administration facilities in said City, including the acquisition of
any lands, furniture or equipment therefor, and other purposes appur-
tenant or incidental thereto, and the acquisition and improvement of
off-street parking lots and the acquisition of street rights-of-way
and the improvement thereof, (hereinafter collectively ~eferred to as
"Capital Improvements") at an estimated cost of $1,200,00~ substantially
in accordance with the plans and specificat'ions therefore heretofore
filed, or to be filed with, and approved by the City Council.
Such estimated cost shall include the cost of construction
and acquisition of the Capital Improvements referred to above; the
cost of acquisition of any lands, or interest therein, and of any fix-
tures, equipment or properties, either real or persorml, deemed mecessary
or desirable therefor; expenses for financial and legal services or
consultants; expenses for estimates of costs, expenses for plans,
specifications and surveys; expenses of the authorization, issuance
and sale of the Bonds authorized by this resolution and such other
expenses as may be necessary or incidental to the financing authorized
by this resolution and the constrUction and acquisition of said
Capital Improvements and the placing of same in operation°
ARTICLE III
AUTHORIZATION, TERMS, EXECUTION
AND REGISTRATION OF BONDS
Section 3.01. AUTHORIZATION AND TERMS OF BONDS° For the
purpose of financing the cost of the construction and acquisition of
the Capital Improvements hereinbefore authorized there shall be issued
negotiable Cigarette Tax Bonds of the City of Delray Beach, Florida
(herein called "Bonds") in the aggregate principal amount of One
Million Two Hundred Thousand Dollars ($1,200,000). Said Bonds shall
be dated September l, 1965; shall be in the denomination of $5,000
each; shall be numbered consecutively, in numerical order, from i to
240, both inclusive; shall be payable as to both principal and inter-
est at such banks or trust companies as shall be hereafter designated by
resolution, in lawful money of the United States of America; shall
be registrable as to principal only or as to both principal and inter-
est at the option of the holder; shall bear interest payable semi-
annually on March 1 and September 1 at such rate or rates as shall
be hereafter determined by resolution, and shall mature serially in
numerical order on September 1 of each year as follows~
Year Amount Year Amount Year Amount
1969 $25,000 1978 $35,000 1987 $50,000
1970 25,000 1979 40,000 1988 55,000
1971 25,000 1980 40,000 1989 55,000
1972 25,000 1981 40,000 1990 60,000
1973 30,000 1982 45,000 1991 60,000
19'[4 30,000 1983 45,000 1992 65,000
1975 30,000 1984 45,000 1993 65,000
1976 35,000 1985 50,000 1994 70,000
1977 35,000 1986 50,000 1995 70,000
The Bonds maturing in the years 1969 to 1976, both inclusive,
shall not be redeemable prior to maturity°
The Bonds maturing in tl~e years 1977 to 1995, Doth inclusive,
shall be redeemable prior to maturity, at the option of the City, in
whole or in part but in inverse numerical order if less than all, on
September 1, 1976, or on any interest payment date thereafter, at the
price of par and accrued interest to the date of redemption, plus
the following premiums, expressed in percentages of the par value
of the Bonds to be so redeemed, if redeemed at the following times~
Three per centum (3%) if redeemed on or before
September 1, 1981;
Two per centum (2%) ir redeemed thereafter but
on or before September l, 1990;
One per centum (1%) if redeemed thereafter but
prior to maturity°
A notice of any such redemption shall be published at least
once at least thirty (30) days prior to the date fixed for redemption
in a financial paper published in the City of New York, New York.
Interest shall cease on any of the Bonds duly called for redemption
as provided above on the redemption date if payment thereof has been
duly made or provided for.
Section 3.02. EXECUTION OF BONDS AND COUPONS. Said Bonds shall
be executed in the name of the City by the Mayor, either manually
or with his facsimile signature, and its corporate seal shall be
affixed thereto or lithographed or reproduced thereon and attested
by the City Clerk, either manually or with his facsimile signature;
provided, however, that at least one of said signatures 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 office~'~
of the City before the Bonds so signed and sealed shall have been
actually sold and delivered, such Bonds may ~evertheless 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,
The coupons to be attached to the Bonds and the validation
certificate on the Bonds shall be executed with the facsimile signa-
ture of the present or any future Mayor and Clerk of said City, and
the City may adopt and use for that purpose the facsimile signature
of any person who shall have been such Mayor or Clerk at any time on
or after the date of the Bonds, notwithstanding that he may have
ceased to be such Mayor or Clerk at the time when such Bonds shall
be actually sold and delivered.
Section 3.03. REGISTRATION AND NEGOTIABILITY. The Bonds may be
registered at the option of the holder as to principal only, or as
to both principal and interest, at the office of the Treasurer of
the City, such registration to be noted on the back of said Bonds
in the space provided therefor. After such registration as to
principal only, or both principal and interest, no transfer of the
Bonds shall be valid unless made at said office by the registered
owner, or by his duly authorized agent or representative, and similarly
noted on the Bonds, but the Bonds may be discharged from registration
by being in like manner transferred to bearer and thereupon
transferability by delivery shall be restored. At the option of
the holder the Bonds may thereafter again from t~me to time be
registered or transferred to bearer as before. Such registration
as to principal only shall not affect the negotiability of the
coupons which shall continue to pass by delivery.
The Bonds shall be, and have all the qualities and incidents
oR negotiable instruments under the law merchant and the Negotiable
Instruments Law of the State of Florida, and each successive holder,
in accepting any of said BOnds or the coupons appertaining thereto,
shall be conclusively deemed to have agreed that such Bonds shall be~
and have all the qualities and incidents of, negotiable instruments
under the law merchant and the Negotiable Instruments Law of the State
of Florida, and each successive holder shall be conclusively deemed
to have agreed that said Bonds shall be incontestable in the hand. s
of a bona fide holder for value in the manner provided hereinafter
in the form of said Bonds.
Section 3.04. BONDS MUTIL~TE~ DESTROYED, STOLEN OR LOST. In case
any Bond shall, become mutilated or be destroyed, stolen or lost, the
City may in its discretion issue and deliver a new Bond with all
matured coupons, if any, so mutilated, destroyed, stolen or loa~
exchange and substitution for such mutilated Bond, upon surrender and
cancellation of such mutilated Bond and attached coupons, if any,
in lieu of and substitution for the Bond and attached coupons, if any,
destroyed, stolen or lost, and upon the holder furnishing t. he City
proof of his ownership thereof and satisfactory indemnity and complying
with such other reasonable regulations and conditions as the City may
prescribe and paying such expenses as the City may incur. All Bonds
and coupons so surrendered shall be cancelled by the Clerk and held
for the account of the City. If any such Bond or coupon shall have
matured or be about to mature, instead of issuing a substituted Bond
or coupon, the City may pay the same, upon being indemnified as afore-
said, and if such Bond or coupon be lost, stolen or destroyed, without
surrender thereof.
Any such duplicate Bonds and coupons issued pursuant to this
section shall constitute original, additional contractual obligation~
on the part of the City, whether or not the lost, stolen or destroye.:~.
bonds or coupons be at any time found by anyone, and such duplicate
Bonds and coupons shall be entitled to equal and proportionate
and rights as to lien and source and security for pay~,~ent from the
Cigarette Taxes and other funds pledged herein, with al~ other
Bonds and coupons issued hereunder.
Section 3.0~i FORM OF BONDS AND COUPONS. The text of the
and coupons shall be of substantially the following tenor~ with such
omissions, insertions and variations as may be necessary and desirable
and authorized or permitted by this resolution or any subsequent
resolution or ordinance adopted prior to the issuance thereof;
-8-
No o UNITED STATES OF AMERICA $5,000
STATE OF FLORIDA
COUNTY OF PALM BEACH
CITY OF DELRAY BEACH
CIGARETTE TAX BOND
KNOW ALL MEN BY THESE PRESENTS that the City of Delray
Beach, in Palm Beach County, Florida, fo~' value received, hereby
promises to pay to the bearer, or if this bond be registered, to
the registered holder as herein provided, on the first day of September,
19 , from the revenues hereinafter mentioned, the principal sum
of
FIVE THOUSAND DOLLARS
with interest thereon at the rate of per
centum per annum, payable semi-annually on the first day of March
and the first day of Septemberof each year upon the presentation
and surrender of the annexea coupons as they severally fall due~
Both principal of and interest on this bond are payable at the prin-
cipal office of
in lawful money of the United States of America°
The bonds of the issue of which this bond is one maturing
in the years 1969 to 1976, both inclusive, are not redeemable prior
to their stated dates of maturity~
The bonds of the issue of which this bond is one, maturir~g
in the years 1977 to 1995, both inclusive, are redeemable prior to
their stated dates of maturity, as a whole~ or in par~ in inverse
numerical order., at the option of the City on September 1, 1976, or
on any interest payment date thereafter prior to maturity, at a
demption price of par and accrued interest to the date of redemption,
plus the following premiums if called for redemption at the following
times ~
3~ of the par value thereof If redeemed on or
before September l~ 1981;
2~ of the par value thereof if redeemed there-
after but on or before September 1~ 1990;
1~ of the par value thereof if redeemed t~.ere.-
after but prior to maturity.
-9~
A notice of any such redemption shall be published at least.
once at least thirty (30) days prior to the date fixed for redemption
in a financial newspaper or journal published in the City oI~ New York,
New York. Interest shall cease on any of the bonds duly c~a[led for
redemption as provided above on the redemption date if payment;
has been duly made or provided for.
This bond is one of an authorized issue of bonds in the
aggregate principal amount of not exceeding $1~200~000 of l:ike date,
tenor and effect, except as to number, interest rate and date of ma-
turity, issued, to provide for the construction and acquisition of
various capital improvements In and for said City, under the authority
of and in full complJ~ance with the Constitution and Statutc~ o~~ the
State of Florida~ including Chapte~ 25786, Iaw.s of Florlda~ Au~~
~ a~d other appl~cabl~
19~9, as amended, Chapter 210~ Florida ~tatutes,
provisions of law, and a resolution duly adopted by the City Counell
of the City of Delray Beach on ~ 1965 (herein-
after called "resolution"), and is subject to all the terms and condi~
ti.ns of said re solution ~
This bond and the eoupom appertaining thereto are payable
solely from and, together with any obligations which may hereafter
be issued on a parity therewith, secured by a first lien upcn and p.~:
of the proceeds derived by said City from the levy and collect[or~ ~
cigarette taxes in said Ci. ty~ or other available funds, all In the
manner provided in the resolution~ This bond does ~ot constitute
an indebtedness of the City of Delray Beach within the meaning o.f any
constitutional, statutory or charter provision or limitatJom,~ and
is expressly agreed by the holder of t~is bond and the couyons apper--
talning thereto that such holder shall never have the ri~t to
or eompe! the exercise of the ad valorem taxlng power c~' ~;a~d City
the payment of the principal of and interest on tbi~:~ bq.;'~d c:.r the ~',:~.!~
of any si~ing fund~ reserve or or. bet payt~ent~~. . ~.,,~v~,~':-~ ...,.,~ .., ..... f~,~,~ ~r~
resolution,
It is further agreed between the City of Delray Beach and
the holder of this bond that this bond and the obligation evidenced
thereby shall not constitute a lien upon any property o£ or in the
City of Delray Beach, but shall constitute a lien only on the pro-
ceeds derived from the levy and collection of said cigarette taxes
in the manner provided in said resolution.
The City, in said resolution, has covenanted and agreed ~ th
the holders of the Bonds of this issue to fix, establish and maintain
and collect such cigarette taxes, within the limits now prescribed
by law, as will always provide funds sufficient to pay, as the same
mature and become due, the principal of and interest on said bonds,
and all other obligations ranking on a parity therewith, all reserve
or sinking funds or other payments provided for in said resolution;
and said City has entered into certain further covenants with the
holders of the bondsof the issue of which this bond is one, for the
exact terms of which reference is made to said resolution~
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 t he 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, arid
that the issuance of this bond and the issue of bonds of which this
bond is one, does not violate any constitutional, statutory or charter
debt limitations or provisions.
This bond and the coupons appertaining hereto, is, and has
all the qualities and incidents of, a negotiable instrument under the
law merchant and the Negotiable Instruments Law of the State of Florida~
and the original holder and each successive holder of this bond, or
of the coupons appertaining hereto, shall be conclusively deemed by
his acceptance hereof to have agreed that this bond, and the coupons
appertaining hereto, shall be and have all the qualities and incidents
of negotiable instruments under the law merchant and the Negotiable
-ll-
Instruments Law of the State of Florida. The original holder and each
successive holder of this bond~ and of the coupons appertaining hereto,
shall be conclusively deemed to have agreed and consented to the fol-
lowing terms and conditions:
(a) Title to this bond~ unless registered as herein pro-
vided, and to the annexed interest coupons~ may be transferred by
delivery in the ~nner provided for negotiable instruments payable
to bearer in the law merchant and the Negotiable Instruments Law of
the State of Florida;
(b) Any person in possession of this bond~ unless regis-
tered as herein provided~ or of the interest coupons hereunto
appertaining~ regardless of the manner in which he shall have
acquired possession, is hereby authorized to represent himself as
the absolute owner hereof~ and is hereby granted power to transfer
absolute title hereto by delivery hereof to a bona fide purchaser,
that is, to any one who shall purchase the same for value (present
or antecedent) without notice of prior defenses or equities or
claims of ownership enforceable against his transferror; every
prior taker or owner of this bond~ unless registered as herein
provided~ and of the interest coupons appertaining hereto~ waives
and renounces all of his equities and rights herein in favor of
every such bona fide purchaser~ and every such bona fide purchaser
shall acquire absolute title hereto and to all rights represented
hereby; and
(c) The City of Delray Beach~ Florida, may treat the beare~~
of this bond, unless registered as herein provided~ and of the inter-
est coupons hereunto appertaining~ as the absolute owner hereof for
all purposes without being affected by any notice to the ¢ontraryo
This bond may be registered as to principal only, or as
to both principal and interest, in accordance with the provisions
endorsed hereon.
IN WITNESS WHEREOF said City of Delray Beach~ Florida, has
issued this bond and has caused the same to be executed by the manual
or facsimile signature of its Mayor and the corporate seal of said
City to be affixed hereto or lithographed or reproduced nereon~ and
attested by the manual or facsimile signature. ~,f the City Clerk of
said City, and has caused the interest coupons hereto attached to be
executed with the facsimile signatures of said Mayor and said City
Clerk, all as of the first day of September, 1965.
CITY OF DELRAY BEACH~ FLORIDA
By
Attest~ Mayor
'C i t ~--C lerk
No~ (FORM OF COUPON) $
On the day of , 19 , the City of
Delray Beach, Florida, will pay to the bearer at
in lawful money of the United States of America, from the special f~nds
described in the bond to which this coupon is attached, the sum of
Dollars ($ ),
upon presentation and surrender of this coupon, being interest taen
due on its Cigarette Tax Bond, dated September 1, 1965, No~
CITY OF DELRAY BEACH~ FLORIDA
By
Attest: Mayor
City Clerk
(To be inserted in coupons maturing after first callable date on
callable bonds - "unless the bond to which this coupon appertains
has been previously called for prior redemption and payment thereof
duly made or provided for".)
(Form of Validation Certificate)
This bond is one of a series of bonds which were validate~
and confirmed by decree of the Circuit Court of the Fifteenth
Circuit of t~e State of Florida, in and for Palm Beach County, rencered
on the day of ~ 1965.
~, City of Delray Beach,
Florida
Mayor, City of Delray Beach,
Florida
PROVISION FOR REGISTRATION
This bond may be registered in the name of the holder on
the books to be kept by the City Treasurer, as Registrar~ or suc~
other Registrar as may hereafter be duly appointed, as to principa~
only, such registration being noted hereon by such Registrar, in the
registration blank below, after which no transfer shall be valid un-
less made on said books by the registered holder or attorney duly
authorized and similarly noted in the registration blank below~ but
it may be discharged from registration by being transferred to bearer,
after which it shall be transferable by delivery, but it may be again
registered as before. The registration of this bond as to principal
shall not restrain the negotiability of the coupons by delivery merely,
but the coupons may be surrendered and the interest made payable only
to the registered holder, in which event the Registrar shall note in
the registration blank below that this bond is registered as to
interest as well as principal, and thereafter the interest will be
remitted by mail to the registered holder. With the consent of the
holder and of the City of Delray Beach~ this bond~ when converted
into a bond registered as to both principal and interest, may be
reconverted into a coupon bond and again converted into a bond
· registered as to both principal and interest as hereinabove provided~,
Upon reconversion of this bond, when registered as to principal and
interest, into a coupon bond, coupons representing the interest to
accrue upon the bond to date of maturity shall be attached hereto
by the Registrar and the Registrar shall note in the registration
blank below whether the bond is registered as to principal only or
payable to bearer°
----~ of ~ In Whose Name .~ Manner of .~ Signature of
R~istration ' Registered : Registration ~ Registrar
ARTICLE IV
COVENANTS~ SPECIAL FUNDS AND APPLICATION THEREOF
Section ~.01. BONDS NOT TO BE INDEBTEDNESS OF THE CITY.
Neither the Bonds nor coupons shall be or constitute an indebtedne~
of the City, but shall be payable solely from the Cigarette Taxes and
other funds as herein provided° No holder or holders of any Bonds
issued hereunder, or of any coupons appertaining thereto, shall ever
have the right to compel the exercise of the ad valorem taxing power
of the City or taxation in. any form of any real property therein to
pay said Bonds or the interest thereon.
Section 4.02. BONDS SECURED BY PLEDGt. OF CIG.ARETTE TAXES.
The payment of the debt service of all the Bonds issued hereunder
shall be secured forthwith, together with any pari passu additional
Bonds hereafter issued as provided herein, equally and ratably by a
first lien on and pledge of the proceeds received by the City from
the Cigarette Taxes levied and collected in said City pursuant to
Chapter 210~ Florida Statutes, and ordinance No. G-490~ enacted on
June 24, 1963, and the City does hereby irrevocably pledge such
proceeds of such Cigarette Taxes to the payment of the principal of
and interest on the Bonds issued pursuant to this resolution and
the necessary reserves therefor.
The City does further hereby covenant and agree that so
as any of the principal of or interest on any of the Bonds issued pur-
suant to this resolution are outstanding and unpaid~ or payment
not duly provided for, it will not repeal said ordinance No.
enacted on June 24, 1963, and will not amend or modify said ordinance
in any manner so as to impair or adversely affect the power or
of the City to levy and collect said Cigarette Taxes, or impair or
adversely affect in any manner the pledge of such Cigarette Taxes
made herein~ or the rights of the holders of Bond~ issued pursuant
to this resolution.
-16-
The City does further covenant and agree that so long as any
of the principal of or interest on any of the Bonds issued pursuant to
this resolution are outstanding and unpaid, or payment thereof not duly
provided for, it will, by proper proceedings, levy and collect suffic~eu~
Cigarette Taxes within the limits now prescribed by law, for the prom~
payment as the same shall become due of all principal of and interest
on the Bonds issued pursuant to this resolution, and all reserve and
other payments required by this resolution.
The City further expressly represents that it has legal and
valid power to continue the levy and collection of said Cigarette
Taxes in the manner provided in said ordinance No. G-490, enacted
June 24, 1963, until all the principal of and interest on the Bonds
have been duly paid, notwithstanding that the legislative authority
contained in said Chapter 210, Florida Statutes, may be repealed,
amended or modified by the Legislature of Florida prior, to such time~
and said City further represents that the covenant entered ~nto between
the City and holders of the Bonds pursuant to this Section constitutes
a valid and legally binding contract between the City and such
bondholders not subject to repeal, impairment or modification by the
City or the Legislature of the State of Florida.
Section 4.03. PT.k~GE OF FUNDS EXCEPT MONEYS DERIVED FROM
AD VALOREM TAXATION. The City further hereby irrevocably covenants
with the holders of the Bonds issued pursuant to this resolution tha~
to the full extent that the proceeds derived from the levy and
collection of said Cigarette Taxes are at any time insufficient to
make any deposits or payments for the principal of or interest o~
said Bonds, or deposits or payments into the Reserve Account in the
Sinking Fund, as the same mature or become due, it will promptly,
from moneys derived from sources other than ad valorem taxa~ion,
make up and pay all such deficiencies in such required payments
for such principal and interest or such Reserve Account~ provided~
however, that the covenant made in this Section 4°03 shall not be
deemed to be a specific pledge of any moneys or funds of the City,
and shall not prevent the City from hereafter pledging any of such
moneys or funds.
Section $o0~. APPLICATION OF BOND PROCEEDS. All moneys
received from the sale of any or all of the $1,200,000 Bonds originally
authorized and issued pursuant to this resolution shall be used solely
and exclusively for the purposes authorized by this resolution and Shall,
except the accrued interest received at the time of delivery of the
Bonds which shall be deposited in the Sinking Fund hereinafter created,
be deposited by the City with a bank or trust company in a fund to be
known as the "Capital Improvements Const~ction Fund". All moneys
at any time on deposit in said Capital Improvements Construction Fund
shall be continuously secured in the same manner as deposits of State
and municipal funds are required to be secured by the laws of the State
of Florida. No ~ithdrawaIs shall be made from the Capital Improvements
Construction Fund for legal and engineering fees and expenses, fees
and expenses of fiscal or financial advisors or consultants, expenses
in connection with the issuance and sale of the Bonds and for reimburse-
ment to the City of sums heretofore advanced by it in connection with
the payment of part of the cost of construction and acquisition ofthe
capital improvements herein authorized without approval of the City Coun-
cil. No other withdrawals shall be made from the Capital Improvements Con-
struction Fund for the payment of all or any part of the cost of the Cap-
ital Improvements herein authorized without the written approval of the
architect or engineer or other individual or firm designated by the City
Council as the supervisor of such Capital Improvements and the further
approval of the City Council~ If for any reason the moneys in the Capital
Improvements Construction Fund, or any part thereof, are not necessary
for~ or are not applied to the purposes provided in this resolution,
then such unapplied proceeds shall be withdrawn by the City from the
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Capital Improvements Construction Fund and transferred to the Reserve
Account in the Sinking Fund.
All such proceeds of the sale of the Bonds shall be and
constitute trust funds for such purposes and there is hereby created a
lien upon such money, until so applied, in favor of the holder~ of the
Bonds. Such proceeds shall, pending their use in the manner in this
resolution provided, be temporarily invested by the City in direct
obligations of the United States of America~ or time deposits in
banks or trust companies secured by direct obligations of the ~ited
States of America, maturing not later than the estimated date on which
such moneys will be needed for the purposes hereof~ All earnings,
profits and income realized or accrued upon the investment of moneys
in the Capital Improvements Construction Fund shall belong and be
credited to the Capital Improvements Construction Fund.
Section ~.05. COVENANTS OF THE CITYo So long as any of
the principal of or interest on any of the Bonds shall be outstanding
and unpaid~ or until there shall have been set apart in the Capital
Improvements Sinking Fund and Reserve Account therein~ hereinafter
established, a sum sufficient to pay~ when due~ the entire principal
of the Bonds remaining unpaid, together with interest accrued and to
accrue thereon~ the City covenants with the holders of any and all
of the Bonds issued pursuant to this resolution as follows~
(A) CIGARETTE T~X FUND. Beginning with the delivery of
any o£ the Bonds authorized by this resolution, the entire proceeds
received by the City from the levy and collection of said Cigarette
Taxes shall, as soon as received, be deposited in a ~peclal fund with
a bank or trust company, which fund is hereby designated as the
"Cigarette Tax Fund."
The Cigarette Tax Fund shall constitute a tr~st fund for
the purposes provided in this resolution and shall be kept separate
and distinct from all other~nds of the City and shall be used only
for the purposes and in t~ manner provided in ~ub~ection (B) of thi~
Section ~.05.
(B) DISPOSITION OF CIGARETTE TAXES° That all Cigarette
Taxes at any time remaining on deposit in the Cigarette Tax Fund
shall be disposed of only in the following manner and in the following
order~
(1) Such Cigarette Taxes shall first be used for deposits
intohheSinking Fund for said Bonds~ which is hereby created and es-
tablished, and the City shall~ on or before the 15th day of each month,
beginning with the 15th day of the first month after the delivery of any
of said Bonds, and on the 15th day of each month thereafter, transfer
from said Cigarette Tax Fund and deposit in said Sinking Fund an amount
equal to one sixth (1/6) of the amount of interest which will mature
and become due on said Bonds on the next semi-annual interest payment
date; and, beginning with September 15, 1968, and on the 15th day of
each month thereafter, the City shall withdraw from said Cigarette
Tax Fund and deposit in said Sinking Fund an amount equal to one-twelfth
(1/12) of the amount of principal which will mature and become due
on said Bonds on the next principal payment date°
In the eYent that the period between the delivery of said
Bonds and the first semi-annual interest payment date shall be less
than six months, the monthly payments for interest into said Sinking
Fund shall be proportionately increased to make the full amount of
interest maturing and becoming due on said Bonds on such first semi-
annual interest payment date; provided, however, that the proceeds
of the Bonds authorized herein may be used to pay the interest maturing
and becoming due on said Bonds prior to, during and for six months
after the completion of said Capital Improvements authorized herein
to the extent that the moneys in said Cigarette Tax Fund are insuffi~-~
cient for such purpose°
(2) Such Cigarette Taxes shall next be used for deposits
into a Reserve Account in said Sinking Fund~ which is hereby created
and established, and the City shall~ on t~e 15th day of the f~rst
month after the delivery of any of said Bonds~and on the 15th day of
each month thereafter, transfer from said Cigarette Tax Fund and deposit
in said Reserve Account an amount equal to one twelfth (1/12) of
twenty per centum (20%) of the largest amount of principal and interest
which will mature and become due on said Bonds in any succeeding
year; provided~ however, that the City shall not be required to make
any further deposits into said Reserve Account whenever and as long
as the moneys then on deposit therein are equal to the largest amount
of principal of and interest which will mature and become due on said
Bonds in any succeeding year.
Any withdrawals from said Reserve Account shall be subsequent-
ly restored from the first Cigarette Taxes available after all required
deposits of Cigarette Taxes into the Sinking Fund and Reserve Account, in~
cludlng any deficiencies for prior required payments~ have been fully made.
Moneys on deposit in the Sinking h~unG shall be used solely
for the payment of the principal of and interest on the Bonds as the
same mature and become due°
Moneys on deposit in the Reserve Account shall be used only
for the purpose of the payment of maturing principal of or interest
on the Bonds when the moneys in the Sinking Fund are insufficient
therefor~ and for no other purpose.
The City shall not be required to make ~y further payments
into the Sinking Fund or into the Reserve Account therein when the
aggregate amount of funds in both the Sinking Fund and the Reserve
Account are at least equal to t~e aggregate principal amount of Bonds
issued pursuant to this resolution then outstanding, plus the amount
of interest then due or thereafter to become due on said Bonds then
outstanding°
(3) If on any payment date the Cigarette Taxes are insuffi-
cient to place the required amount in any of the funds or accounts as
hereinbefore provided~ the deficiency shall be made up in the subsequent
payments in addition to the payments which would otherwise be required
to be made into such funds and accounts on the subsequent payment dates~
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(4) After the 15th day of each month, the City may withdraw
and use for any lawful purpose all moneys remaining in said Cigarette
Tax Fund, after the deposit or payment in full on such 15th day of the
month of all amounts required to be deposited or paid into the Sinking
Fund and Reserve Account therein on such 15th day of the month~
cluding any deficiencies for prior required deposits or payments into
said Sinking Fund and Reserve Account therein°
(5) The Sinking Fund and the ReserVe Account therein, and
all other special funds or accounts set up and created by this resolution,
shall constitute trust funds for the purposes provided herein for such
funds° All of such funds, shall be continuously secured in the same
manner as state and municipal deposits of funds are required to be
secured by the laws of the State of Florida° Moneys in the Reserve
Account may be invested in direct obligations of the United States
of America, or in time deposits in banks or trust companies secured
by direct obligations of the United States of Americ~ or must other-
wise be maintained in cash° Moneys in the Sinking Fund, except the
Reserve Account therein, may be invested in direct obligations of the
United States of America or time deposits in banks or trust companies
secured by direct obligations of the United States of America, maturing
not later than the dates on which such moneys will b~ needed for the
purposes of said Sinking Fund° Moneys in the Cigarette Tax Fund may
be invested in direct obligations of the United States of America or
time deposits in banks or trust companies secured by direct obligations
of the United States of America, maturing not later than the date on
which such moneys are required to be transferred to the Sinking Fund
and Reserve Account therein pursuant to this Section 4°05°
The income derived from any investments in the Sinking Fund,
except the Reserve Account therein, may be used to reduce the payments
required to be made into said Sinking Fund or withdrawn by the City
and used for any lawful purpose° The income derived from any invest=
ments in the Reserve Account in the Sinking Fund, as long as the amount
then on deposit therein shall be equal to the maximum amount required
to be on deposit in said Reserve Account, may be used by the City to
make the monthly payments into the Sinking Fund other than payments
for the Reserve Account, or may be withdrawn by the City and used for
any lawful purpose.
(C) ISSUANCE OF OTHER ~OBLIGATIONS PAYABLE OUT OF CIGARETTE
TAXES. That the City will not issue any other obligations~ except
upon the conditions and in the manner provided herein, payable from
said Cigarette Taxes, 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 (except pari passu
additional Bonds hereinafter provided for) the lien of the Bonds issued
pursuant to this resolution and the interest thereon, upon any of said
Cigarette Taxes or any part thereof° Any other obligations issued by
the City in addition to the Bonds authorized by this resolution or
pari passu additional Bonds hereinafter provided for, shall contain
an express statement that such obligations are Junior and subordinate
in all respects to the Bonds issued pursuant to this resolution as
~ lien and source and security for payment from the Cigarette Taxes.
(D) BOOKS AND RECORDS. That the City will keep books and
records of the Cigarette Taxes, which shall be separate and apart
from all other books, records and accounts of the City, in which
plete and correct entries shall be made in accordance with standard
principles of accounting of all transactions relating to the Cigarette
Taxes, and any holder of a Bond or Bonds issued pursuant to this
solution shall have the right at all reasonable times to inspect all
~ecords, accounts and data of the City relating thereto.
The City shall, at least once a year, cause the books, records
and accounts relating to the Cigarette Taxes to be properly audited by
a competent auditor or accountant of recognized standing and shall
to the original purchasers of the Bends a copy. of the report of sa~.~
auditor or accountant and make a copy available at all reasonable
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to any holder or holders of Bonds issued pursuant to this resolution
or to anyone acting for and tn behalf of such Bondholder or Bondholders°
(E) ISSUANCE OF PARI PASSU ADDITIONAL BONDS. That no pari
passu additional Bonds, as in this subsection defined~ payable pari
passu with bonds issued pursuant to this resolution out of the Cigarett~
Taxes shall be issued after the issuance of any Bonds pursuant to thi~
resolution, except under the conditions and in the manner herein pro-
vided.
No such pari passu additional Bonds shallbe issued unless the
average annual amount of Cigarette Taxes received by the City during
the twenty-four months immediately preceding the issuance of such
pari passu additional Bonds shall have been equal to not le ss than
one hundred seventy-five per centum(l?5%) of the largest amount of
principal and interest which will mature and become due in any year
thereafter on: (1) the Bonds theretofore iss~ed p~rsuant to th~s
resolution then outstanding; (2) any pari passu additional Bonds, thereto-
fore issued then outstanding,
proposed to be issued.
For the purpose of this subsection 4.05 (E), the phrase
"Cigarette Taxes received by the City" shall mean the proceeds of such
Cigarette Taxes actually collected by the City and which the City
has pledged as a first lien thereon pursuant to this resolution or ma.y
legally pledge at the time of the issuance of such proposed pari
passu additional Bonds to the payment of debt service and reserves
on Bonds theretofore issued pursuant to this resolution and the pari
passu additional Bonds proposed to be issued.
Upon the issuance of any such pari passu additional Bonds,
the monthly payments or deposits into the Sinking Fund and Reserve
Account therein shall be proprotionately increased in the amounts
required for such pari passu additional Bonds.
The term "pari passu additional Bonds" as used in this sub~
section shall be deemed to mean additional obligations evidenced by
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Bonds issued under the provisions and within the limitations of this
subsection payable from the Cigarette Taxes pari passu with Bonds
originally authorized and issued pursuant to this resolution° Such
Bonds shall be deemed to have been issued pursuant to this resolution
the same as the Bonds originally authorized and issued pursuant to this
resolution and all'of the covenants and other provisions of this
solution (except as to details of such Bonds evidencing such pari passu
additional obligations inconsistent therewith), shall be for the equal
benefit, protection and security oZ' the holders of any Bonds originally
authorized and issued pursuant to this resolution and the holders of any
Bonds evidencing additional obligations subsequently issued within
the limitations of and in compliance with this subsection. All of such
Bonds, regardless of the time or times of their issuance shall rank
equally with respect to their lien on the Cigarette Taxes provided for
herein, and their source and security for payment from said Cigarette
Taxes~ without preference, of any Bonds, or coupons~ over any other°
T~e term "pari passu additional Bonds" as used in this
subsection shall not be deemed to include bonds~ notes, certificates
or other obligations subsequently issued, the lien of which on said
Cigarette Taxes provided for herein is subject to the prior and su-
perior lien on such Cigarette Taxes of Bonds issued pursuant to thiz
resolution and the City shall not issue any obligations whatsoever
payable from such Cigarette Taxes which rank equally as to lien and
source and security for the payment from such Cigarette Taxes with
Bonds issued pursuant to this resolution except in the manner and
under the conditions provided in this subsection.
No pari passu additional Bonds, as in this subsection define~
shall be issued at any time, however, unless all of the payments into
the respective funds provided for in this resolution on Bonds then
standing~ and all other reserve or sinking f~ud~ or other payments pro~
vided for in this resolution shall have been made in full to the date
of issuance of said pari pass~ additional Bonds and the City shall
fully complied with all the covenants, agreements and terms of t~i~
resolution.
(F) REMEDIES. Any holder of Bonds or of any coupons apper-
taining thereto, issued under the provisions of this resolution, or any
trustee acting for such Bondholders 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 under the laws of the State of Florida, or granted
and contained in this resolution~ and may enforce and compel the per-
formance of all duties required by this resolution or by any applicable
statutes to be performed by the City or by any officer thereof, in-
cluding the levy and collection of Cigarette Taxes.
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 shall become due, or in the making of the
payments into any reserve or sinking fund 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 s~ll continue
for a period of thirty (30) days, any holder of such Bonds, or any
trustee appointed to represent Bondholders as hereinafter provided,
shall be entitled as of ~ight to the appointment of a receiver to
collect and receive said Cigarette Taxes in an appropriate Judicial
proceeding in a court of competent jurisdiction, whether or not such
holder or 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, collect and receive all Cigarette Taxes
in the manner provided in this resolution and comply under the Juris-
diction of the court appointing such receiver, with all of the provisio~:s
of this resolution.
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Whenever all that is due upon Bonds issued pursuant to this
resolution, and interest thereon, and under any covenants of this
resolution for reserve, sinking or other funds, and upon any other
obligations and interest thereon having a charge, lien or encumbrance
upon the Cigarette Taxes shall have been paid and made good~ and all
defaults under the provisions of this resolution shall have been cured
and made good, said receivership shall be terminated upon the entry
of an order of the court to that effect. Upon any subsequent default,
any holder of Bonds issued pursuant to this resolution, or any trustee
appointed for Bondholders 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 herein-
above 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 oi' any
function not specifically set forth herein.
The holder or holders of Bonds in an aggregate principal
amount of not less than twenty-five per centum (25%) of Bonds issued
under this resolution then outstanding may by a duly executed certi£icate
in writing appoint a trustee for holders oi' Bonds issued pursuant to
this resolution with authority to represent such Bondholders in any
proceedings for the enforcement and protection of the rights of such
Bondholders. Such certificate shall be executed by such Bondholders
or their duly authorized attorney or representatives, and shall be
filed in the office of the City Clerk.
(C) ENFORCEMENT OF COLLECTIONS. That the City will dilige~"~t
enforce and collect or cause to be collected the Cigarette Taxes and
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will take all steps~ actions and proceedings for the enforcement and
collection of such Cigarette Taxes which shall become delinquent to
the full extent permitted or authorized by the Act and by the laws
of the State of Florida.
(H) AVAILABILITT OF CIGARETTE TAXES. That the City has
not heretofore pledged or encumbered in any manner said Cigarette Taxes
and that any pledge or encumbrance hereafter made of said Cigarette
Taxes~ or any part thereof, will be made expressly subordinate and
inferior in all respects to the pledge of said Cigarette Taxes to the
payment of the Bonds issued pursuant to this resolution~ including
any pari passu additional Bonds hereafter issued~ as herein provided~
ARTICLE V
MISCELLANEous
Section 5.01. MODIFICATION OR AMENDMENT. No material
modification or amendment of this resolution, or of any resolution
amendatory hereof or supplemental hereto, may be made without the
consent in writing of the holders of two-thirds or more in principal
amount of the Bonds outstanding; provided, however, that no
modification or amendment shall permit a change in the maturity
of such Bonds or a reduction in the rate of interest thereon, or
in the amount of the principal obligation thereof or affecting the
unconditional promise of the City to pay the principal of and
interest on the Bonds as the same shall come due from said Cigarette
Taxes, or reduce the percentage of Bondholders required to consent
to any material modification or amendment of this resolution, without
the consent of the holders of such Bonds.
Section 5.02. SEVERABILITY OF INVALID PROVISION° If
any one or more of the covenants, agreements or provisions of this
resolution shall be held contrary to any express provision of law
or contrary to the Policy of express law, though not expressly
prohibited, or against public policy, or shall for any reason what-
soever be held invalid, then such covenants, agreements, or pro-
visions shall be null and void and shall be deemed separab~ from
the remaining covenants, agreements, or provisions, and shall in
no way affect the validity of any of the other provisions of this
resolution or of the Bonds or coupons issued hereunder.
Section 5.03. REPEAL OF CONFLICTING ORDINANCES OR
RESOLUTIONS. All ordinances and resolutions, and parts thereof,
which are inconsistent or in conflict with any of the provisions
of this resolution be and the same are hereby repealed or modified
to the extent of any such inconsistency or conflict, it being the
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express intention hereof that, in the event of any such inConsistency or
conflict, the provisions of this resolution shall control and supersede
any such conflicting provisions.
Section 5.04. VALIDATION AUTHORIZED. That John Ross
Adams, Esquire, City Attorney be and he is hereby authorized and
directed to prepare and file proceedings to validate the Bonds au-
thorized by this resolution in the manner provided by law and the
appropriate officers of the City are hereby authorized to verify
on behalf of the City any pleadings in such proceedings.
Section 5°05. ISSUANCE AND SALE OF BONDS. That said
Bonds shall be issued and sold in such manner and at such price or
prices as shall hereafter be determined pursuant to law.
Section 5.06. TIME OF TAKING EFFECT~ That this resolution
shall take effect immediately upon its passage.
Passed and adopted on this the 13th day of August, 1965.
MAYOR
ATTEST:
~ ~ity Clerk /
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