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HomeMy WebLinkAbout1982-123RESOLUTION NO. 82- i23 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, PROVIDING FOR THE ISSUANCE OF GENERAL OBLIGATION BONDS OF INDIAN RIVER COUNTY, FLORIDA, NOT TO EXCEED $5,000,000 TO PAY THE COST OF THE ACQUISITION OF BEACHFRONT LAND ON THE AT7.ANTIC OCEAN IN THE COUNTY, AND CONTAINING OTHER PROVISIONS RELATING TO SUCH BONDS. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA (hereinater respectively called the "Board" and the "County"), that: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This resolu- tion is adopted pursuant to Chapter 125, Florida Statutes, and other applicable provisions of law. SECTION 2. FINDINGS. It is hereby found, determined and declared as follows, that: A. It is necessary, desirable, and in the best interest -bf`'rndian-River County, Florida, ani' its inhabitants that general obligation bonds in an amount not exceeding $5,000,000 be issued to finance the cost of the acquisition of beachfront land on the Atlantic Ocean in the County, for recreational purposes; together with other purposes necessary, appurtenant or incidental thereto (herein called the "Project"), including all costs of the issuance of the bonds. B. The issuance of such bonds was approved by a majority of votes cast in a bond election held on November 2, 1982, by the qualified electors of the County in the manner required by the Constitution and Laws of Florida. C. The cost of such project is estimated to be $5,000,000. Such cost shall be payable from ad valorem taxes levied on all taxable property in the County without limit as to rate or amount. Such cost may also include, but not be limited to, architectural, inspection, legal, fiscal and accounting expenses; bond discount, if any; the cost of issuance of the bonds, including engraving, printing, advertising and other similar expenses; and such other costs and expenses as may be necessary or incidental to the financing herein authorized and the acquisition of the �9 &Intl 1 ri en nn Boor. ur. FK;at "a'LL-J�� !Y U V 1 ( 1JU N (1V 17 1982 e00K 59- f: ,f a ,1 4 Project. D. Such general obligation bonds, together with all other outstanding general obligation bonded indebtedness of the County, do not exceed any limitation on aebt as imposed by applicable law. SECTION 3. RESOLUTION TO CONSTITUTE CONTRACT. In con- sideration 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 deened to be and shall constitute a contract between the County and such holders. The covenants and agreements herein set forth to be performed by the County shall be for the equal benefit, protection and security of the legal holders of any and all of such bonds, all of which shall be of equal rank and without preference, priority or distinction of any of the bonds over any other thereof, except as expressly provided therein and herein. SECTION 4. AUTHORIZATION OF BONDS. Subject and pursuant to the provisions of this resolution, bonds of the County to be known as "General Obligation Bonds", herein sometimes referred to as "Bonds", are hereby authorized to be issued in the aggregate principal amount of not exceeding Five Million Dollars ($5,000,000) to finance the cost of such Project. SECTION 5. DESCRIPTION OF BONDS. The Bonds shall be dated as shall be determined by subsequent resolution of the County; shall be in the denomination of $5,000 each or any integral multiple thereof, shall be numbered consecutively from one upward in order of maturity, shall bear interest at such rate or rates, not exceeding the maximum rate allowable by law, to be determined upon the sale thereof, payable semiannually, and shall mature serially, in numeri- cal order, lowest numbers first, in such years and amounts, but not exceeding thirty (30) years from the date thereof, as shall be determined by subsequent resolution adopted prior to the sale of said Bonds. Such Bonds shall be issued in fully registered form without coupons; shall be payable with respect to principal at a place or -2- places to be determined by the County prior to the delivery of the Bonds; shall be payable in lawful money of the United States of America; and shall bear interest from their date, payable by mail to the registered owner at his address as it appears on the registra- tion books. SECTION 6. EXECUTION OF BONDS. The Bonds shall lbc EXE- cuted in the name of the County by the Chairman of the Board and countersigned by its Clerk of the Board, and its corporate seal or a facsimile thereof shall be affixed thereto or reproduced thereon. The facsimile signatures of the Chairman or the Clerk of the Board may be imprinted or reproduced on the Bonds; provided, that at least one signature required to be placed thereon shall be manually sub- scribed. In case any officer who shall have signed or sealed any of the Bonds shall cease to be such officer of the Board before the Bonds so signed and sealed shall h&ve 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. The Bonds may be signed and sealed on behalf of the County by such person who at the actual time of the execution of such Bonds shall hold the proper office in the County, although at the date of such Bonds such person may not have been so authorized. SECTION 7. NEGOTIABILITY AND EXCHANGEABILITY. The Bonds issued hereunder shall be, and shall have all of the qualities and incidents of negotiable instruments under the law merchant and the laws of the State of Florida, and each successive holder, in accept- ing any of said Bonds, shall be conclusively deemed to have agreed that such Bonds shall be and have all of the qualities and incidents of negotiable instruments under the law merchant and the laws of the State of Florida. The County hereby covenants and agrees, so long as any of the Bonds are outstanding, to retain and maintain a Bond Registrar having appropriate registration books for the purpose of registering and transferring the registration of any Bonds as in this section -3- BOOK 5? PnE I A:5 NOV 17 1982 poor 52 F' 1/16 contemplated. The Clerk, or such other Registrar as may hereafter be duly appointed, is designated such Bond Registrar. The County, its agents, and the Registrar may deem and treat the registered owner of any Bond as the absolute owner of such Bond for the purpose of receiving payment of the principal thereof and the interest payable thereon, and for all other purposes whatsoever. Upon surrender for transfer of any fully registered Bond at the office of the Registrar, the County shall execute and the Registrar shall deliver to the transferee or transferees a new fully registered Bond or Bonds for a like aggregate principal amount. Fully registered Bonds may be exchanged at the office of the Regis- trar for a like aggregate principal amount of fully registered Bonds or authorized denominations of like interest rate and maturity. The execution by the County of any fully registered Bond in an autho- rized denomination shall constitute full and due authorization of such denomination and the Registrar shall thereby be authorized to deliver such fully registered Bond. All Bonds presented for transfer, exchange, redemption or payment (if so required by the County 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 County and the Bond Registrar, duly executed by the registered holder or by his duly authorized attorney. The County and the Bond Registrar may charge the bondholder a sum sufficient to reimburse them for any expenses incurred in making any exchange or transfer after the first such exchange or transfer made after delivery of the Bonds. The Bond Registrar or the County may also require payment from the bondholder 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 bond shall be delivered. The County and the Bond Registrar shall not be required (a) to issue, transfer or exchange any Bonds during a period beginning -4- at the opening of business on the 15th business 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 special obligations of the County, evidencing the same debt as the Bonds surrendered, 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 County reserves the right to change the above registra- tion and transferability provisions of the Bonds at any time prior to the delivery thereof in order to comply with applicable laws and regulations of the United States in e.:fect at the time of issuance thereof. SECTION 8. UNREGISTERED COUPON BONDS. Pursuant to Section 310 of Public Law 97-248 (Tax Equity and Fiscal Responsibility Act of 1982) (hereinafter referred to as the "Tax Act"), which provides, inter alfa, that obligations issued after December 31, 1982, shall not be exempt from Federal income tax unless the obligation is in registered form, it is provided in Section 5 hereof that the Bonds shall be issued only as fully registered Bonds without coupons. However, notwithstanding any provision contained herein, to the contrary, if the effective date of Section 310 of the Tax Act is changed from December 31, 1982, to a later date and if the Bonds are issued prior to said later date, the Bonds may then, in the discre- tion of the Board, be issued either as fully registered Bonds without coupons or as coupon Bonds which may be registered as to principal only; provided, however, that in no event shall the deci- sion of the Board as to the form of the Bonds cause the Bonds not to be exempt from all Federal income taxes. If the Bonds are issued as coupon Bonds registrable as to principal only, the form of the -5- r EOOK �2 Pr, E 1 A NOV 17 1882 BOOK coupon Bonds shall be fixed in the resolution adopted by the Board prior to the issuance thereof which fixes the date, maturities and redemption provisions of said Bonds. In such event, said resolution shall also determine the provisions for registration of such coupon Bonds. SECTION 9. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case any Bond shall become mutilated, or be destroyed, stolen or lost, the County may, in its discretion, issue and deliver a new fully registered Bond of like tenor as the Bond so mutilated, destroyed, stc;len or lost, in exchange and substitution for such mutilated Bond, upon surrender and cancellation of such mutilated Pond, or in lieu of and substitution for the Bond destroyed, stolen or lost, and upon the holder furnishing the County proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the County may prescribe and paying such expenses as the County may incur. All Bonds so surrendered shall be cancelled by the Clerk of the Board. If any such Bond shall have matured or be about to mature, instead of issuing a substitute Bond, the County may pay the same, upon being indemnified as aforesaid, and if such Bond be lost, stolen or destroyed without surrender thereof. All.such duplicate Bonds issued pursuant to this section shall constitute original, additional contractual obligations_oq the part of the County whether or not the lost, stolen or destroyed Bonds be at any time found by anyone, and such duplicate Bonds shall be entitled to equal and proportionate benefits and rights as to lien on and source and security for payment from the funds, as hereinafter pledged, to the same extent as all other Bonds issued hereunder. SECTION 10. PRIOR REDEMPTION. The Bonds or any of them may be made redeemable prior to their stated dates of maturity, at the option of the Board, in such years and with such premiums as shall hereafter be determined by resolution of the Board prior to the sale of the Bonds. -6- Notice of such redemption (i) shall be published at least thirty (30) days prior to the redemption date in a financial journal published in the Borough of Manhattan, City and State of New York. (ii) shall be filed with the paying agents, and (iii) shall be mailed, postage prepaid, to all registered owners of Bonds to be redeemed at their addresses as they appear on the registration books. Interest shall cease to accrue on any Bonds duly called for prior redemption on the redemption date, if payment thereof has been duly provided for. SECTION 11. FORM OF BONDS. Subject to the provisions of Section 8 hereof, the text of the Bonds and the validation cer- tificate to be endorsed thereon shall be in substant;ally the following form and tenor, with such variations, omissions and inser- tions as may be necessary, desirable and authorized or permitted by this—Resolution or any subsequent resolution adopted prior to the issuance thereof: NOV 17 1982 -7- ICON 17 1992 NO. UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF INDIAN RIVER GENERAL OBLIGATION BOND Boas t .501 $5,000 KNOW ALL MEN BY THESE PRESENTS, that Indian River County, Florida (hereinafter referred to as "County"), for value received, hereby promises to pay to or r`gilatered assigns or legal representative, on the day of , 19_, solely from the special funds hereinafter mentioned, the principal sum of FIVE THOUSAND DOLLARS and to pay solely from such special funds interest thereon to the registered owner hereof from , at the rate of per centum (% ) ner annum payable semiannually on 1 and 1 of each year, by check or draft mailed to the registered owner at his address as it appears on the registration books of the Registrar hereinafter mentioned. Both principal of and interest on this Bond are payable in lawful money of the United States of America at the , or at the option of the holder, at the For the prompt payment of the principal of and interest on this Bond as - the same shall become due, the full faith, credit -and - taxing power of the County are hereby irrevocably pledged. This Bond is one of an authorized issue of Bonds in the aggregate principal amount of not exceeding $5,000,000, of like date, tenor and effect, except as to number, interest rate (if all bonds do not bear the same rate) and date of maturity, issued to finance the cost of the acquisition of beachfront land on the Atlantic Ocean in the County, for recreational purposes, under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, particularly Chapter 125, Florida Statutes, and other applicable provisions of law, and pursuant to a resolution by the Board of County Commissioners -8- of Indian River County, Florida, on the day of , 198_ (herein respectively called the "Board" and the "Resolution"). This Bond is subject to all the terms and conditions of said Resolution. (Insert Redemption Provisions) Notice of such redemption shall be given in the manner provided by the Resolution. This Bond may be transferred only upon the books of the County kept by the Bond Registrar under the Resolution upon surrender thereof at the principal office.of the Bond Registrar with an assignment duly executed by the registered owner or his duly autho- rized attorney, but only in the manner, subject to the limitations and upon payment of the charges provided in the Resolution, and upon surrender and cancellation of this Bond. Upon any such transfer, there shall be executed in the -name of the transferee, and the Bond Registrar shall deliver, a new registered Bond or Bonds in the same aggregate principal amount and maturity and interest rate of the authorized denominations as the surrendered Bond. It is hereby certified and recited that all acts, conditions and things required to happen, to exist and to be performed, prece- dent to and in the issuance of this Bond, have happened, exist and have been performed in due time, form and manner as required by the Constitution and laws of the State of Florida, applicable thereto; that the issue of Bonds of which this Bond is one has been approved at an election held in accordance with the Constitution and Laws of Florida on the 2nd day of November, 1982; that the total indebtedness of the County, including the issue of Bonds of which this Bond is one, does not exceed any constitutional or statutory -limitation; and that provision has been made for the levy and collection of a direct annual tax, without limitation as to rate or amount, upon all taxable property within the County sufficient to pay the principal of and interest on this Bond as the same shall become due, which tax shall be levied and collected at the same time and in the same manner as other ad valorem taxes of the County are assessed, levied and IMM Nor 52 NO' V 17 1982 NOV 1..7 1992 BOOK S .� collected. IN WITNESS WHEREOF, Indian River County, Florida, has issued this Bond and has caused the same to be executed by the Chairman of the Board and attested by the Clerk of the Board by their manual or facsimile signatures, and its corporate seal to be affixed, impressed, imprinted, lithographed or reproduced hereon, all as of the first day of , 198. INDIAN RIVER COUNTY, FLORIDA (SEAL) Chairman, Board of County Commissioners ATTEST: Clerk, Board of County Commissioners VALIDATION CERTIFICATE This Bond is one of a series of Bonds which were validated and confirmed by judgment of the Circuit Court for Indian River County, Florida, rendered on the day of , 198_. Chairman, Board of County Commissioners PROVISIONS FOR ASSIGNMENT - For value received, the undersigned sells, assigns, and transfers unto the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: -10- SECTION 12. PLEDGE OF FULL FAITH, CREDIT AND TAXING POWER. For the prompt payment of the principal of and interest on the Bonds, the full faith, credit and taxing power of the County are irrevocably pledged. SECTION 13. SINKING FUND AND LEVY OF AD VALOREM TAX. There is hereby created a Sinking Fund for the purpose of paying the prin- cipal of and interest on the Bonds as they become due. In each year while any of such Bonds are outstanding there shall be levied and collected a tax, without limitation as to rate or amount, on all taxable property within the County, over and above all other taxes authorized or limited by law, sufficient in amount to pay the prin- cipal of and interest on such Bonds as the same shall become due. Such tax shall be assessed, levied and collected in the same manner and at the same time as other County taxes are assessed, levied and collected. SECTION 14. ARBITRAGE. The proceeds of such Bonds will not be used by the County in a manner that would cause such Bonds to be "arbitrage bonds" within the meaning of Section 103(c) of the Internal Revenue Code. SECTION 15. MODIFICATION OR AMENDMENT. No material modifi- cation or amendment to this Resolution or of any resolution amen- datory hereof or supplemental hereto, may be made without the consent in writing of the holders of sixty-seven per centum (678) or more in principal amount of the Bonds then outstanding; provided, however, that no such 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 or affecting the unconditional promise of the County to pay the principal of and interest on the Bonds as the same shall become due, or reduce such percentage of holders of such Bonds, required above, for such modifi- cations or amendments without the consent of the holders of all such Bonds. IV"°� � i l Innn BOOK UY NnV 17 1992 poor. F? f:,' .1, — SECTION 16. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions of this Reso- lution shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohi- bited, 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 separate from the remaining covenants, agreements or provisions, and in no way affect the vali- dity of all the other provisions of this Resolution or of the Bonds issued thereunder. SECTION 17. BONDHOLDERS NOT AFFECTED BY APPLICATION OF BOND PROCEEDS. The holders of the Bonds issued hereunder shall have no responsibility for the use of the proceeds of said L,)nds, and the use of such Bond proceeds by the Board shall in no way affect the rights of such Bondholders. The Board shall be irrevocably obligated to continue to levy and collect the ad valorem taxes as provided herein and to pay the principal of and interest on the Bonds, not- withstanding any failure of the Board to use and apply such Bond pro- ceeds in the manner provided herein. SECTION 18. VALIDATION OF BONDS. The County Attorney is hereby authorized and directed to institute appropriate pro- ceedings for the validation of said Bonds, and the proper officers of the Board are hereby authorized to verify on behalf of the County any pleadings in such proceedings. SECTION 19. REPEAL OF PRIOR RESOLUTIONS. All resolutions or parts of resolutions in conflict or inconsistent herewith are hereby repealed insofar as there is conflict or inconsistency. SECTION 20. EFFECTIVE DATE. This resolution shall take effect immediately upon its adoption. -12- The foregoing resolution was offered by Commissioner Lyons who moved its adoption. The motion was seconded by Commissioner Bird and, upon being put to a vote. the vote was as follows: Chairman Don C. Scurlock, Jr. Aye Vice -Chairman A. Grover Fletcher Aye Commissioner Patrick B. Lyons Aye Commissioner William C. Wodtke, Jr. ASG commissioner Dick_ Bird Aye The Chairman thereupon declared the resolution duly passed and adopted this 17th Attest 1O 'iFREDA WRIGHT, Clt�k APPROVED 'TO FORM AND LEG�FFI NCyy By G M. BRAND NBURG u ty Attorney day of November , 1982. BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA By ; C�ti�� DON C. SCURLOCK, JR. Chairman -13 Nnv 17 1982 BOOK 52 FA6' `°5