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112536116 MINUTES CITY COMMISSION, SANFORD, FLORIDA, November . 25, at 10:30 A0%9_16_ The City Commission of the City of Sanford, Florida, met in adjourned regular session at the City Hall in the City of Sanford, Florida, at 10:30 O'Clock A.M. November 25th. 1936. Present: Commissioner S.O.Shinholser, Mayor. " W.R.Dupree " W.A.Leffler " M.J.Lodge " P.N.Whitehurst City Attorney Fred R.Wilson City Clerk F.S. Lamson Also: Edward Higgins, Nominee for the position of City Commissioner J.W.Sha.nds, Attorney for the City of Sanford Bondholders Protective Committee. Meeting called to order by the Chairman. Thereupon the Chairman announced that the primary purpose of the meeting was to consider final draft of a proposed agreement between the City of Sanford and the City of Sanford Bondholders Protective Committee, covering the fefunding of all outstanding bonds and certificates of indebtedness of the City of Sanford, Florida, said agreement havin been prepared after conferences and study by both the City Commission and the Bondholders Protective Committee over a period of several months duration. Thereupon, after careful study of the final draft of said refunding agreement, as presented by J.W.Shands, Attorney for the Bondholders Protective Committee, Commissioner Leffler offered Resolution No. 494 and moved its passage and adoption. Seconded by Commissioner Whitehurst and carried by the following vote of the Commission: Commissioner Shinholser Aye nDupree Aye Leffler Aye " Lodge Aye " Whitehurst Aye said Resolution No. 494 being in words and figures as follows: RESOLUTION N0. 494 A RESOLUTION AUTHORIZING AND DIRECTING THE EXECUTION BY THE MAYOR AND CITY CLERK OF THE CITY OF SANFORD, FLORIDA, OF A CONTRACT BETWEEN THE CITY OF SANFORD, FLORIDA AND C.T. DIEHL, KENNETH M. KEEFE, A.C. MITTENDORF AND NATT T. WAGNER, AS A DEPOSITORS' COMMITTEE OF BONDS FOR SAID CITY, FOR THE REFUNDING OF THE BONDED INDEBTEDNESS OF SAID CITY. WHEREAS, the CITY OF SANFORD, FLORIDA, has outstanding and unpaid a bonded indebtedness aggregating approximately Six Million Dollars ( $6,000,000.00) of which a large amount of principal and interes is not past due and unpaid, and WHEREAS, C.T. DIEHL, KENNETH M. KEEFE, A.C. MITTENDORF and MATT T. WAGNER, as a depositors' committee of bonds of said CITY OF SANFORD, under a certain deposit agreement dated August 15, 1929, as amended , holds approximately the sum of Five Million Three Hundred Thousand Dollars ( $5,300,000.00) principal par value of said bonds; and, WHEREAS, the City Commission of the CITY OF SANFORD, FLORIDA, and the above named members of said committee have reached an agreement for the refunding of all of the aforesaid indebtedness of said CITY OF SANFORD, which said agreement has been reduced to writing, a true and correct copy of which is in words and figures as follows: MINUTES r CITY COMMISSION, SANFORD, FLORIDA. November 25 at 10: 30 A M 19 n 1 1 1 1 1 This AGREEMENT , made and entered into this 25th day of November A.D. 1936, by and between the CITY OF SANFORD) FLORIDA, hereinafter sometimes called the "CITY" and C.T. DIEHL, KENNETH M. KEEFE, A C MITTENDORF AND NATT T. WAGNER, as a depositors' committee of bonds for said "City under that certain deposit agreement dated August 15, 1929, as amended, hereinafter called the " Committee ", which expression shall include its survivors, successors and assigns; WHEREAS, said City has sold and delivered its bonds of various issues of which an amount aggregating approximately Six Million Dollars ( $61000,000.00) is now outstanding; and WHEREAS, a. large amount of the principal and interest of said bonds is now past due and unpaid; and WHEREAS, said Committee now holds under that certain deposit agreement dated August 15, 1929, as amended, approximately the sum of Five Million Three Hundred Thousand Dollars ( $5,300,000.00) principal par value of bonds; and WHEREAS, the representatives of the Committee have conferred with the officials of said City for the purpose of reducing the debt service of the City and working out a plan for refunding the outstanding bonds of said City due and to become due; and, WHEREAS, as a. result of said conferences the officials of said City have agreed with the Committee subject to ratification by the depositors of the Committee, as herein provided, upon a plan of refunding the outstanding bonds of said City which is evidenced by this instrument; NOW , THEREFORE, in consideration of the premises and of the undertaking and performance of the covenants herein contained, it is agreed by and between said City and said Committee as follows: SECTION 1. The principal of the bonds now outstanding shall be refunded by the issuance in exchange therefor of a like amount of refunding bonds to be authorized by the City. Said refunding bonds shall be dated as of March. 1, 1937, shall mature September 1, 1977, and shall be callable at par on any interest payment date. Such refunding bonds shall be divided into two series, designated Series A and Series B, respectively. Refunding bonds of Series A shall be issued in an aggregate principal amount sufficient to refund at par and shall be issued in exchange for principal of all outstanding bonds of said City, except those two certain issues of bonds designated "Public Utility Bonds ", dated January 1, 1924, and " Improvement Bonds,Series CC ", dated July 1, 1926, which were issued for the purpose of constructing, enlarging and improving the later Plant of said City. Refunding bonds of Series B shall be issued in an aggregate principal amount sufficient to refund at par and shall be issued in exchange for principal of the outstanding bonds of said issues designated " Public Utility Bonds ", dated January 1, 1924, and " Improvement Bonds, Series CC ", dated July 1, 1926, But the actual exchange of bonds held by the Committee for refunding bonds shall not be 117 made until arrangements for refunding satisfactory to the Committee and the City have been m, made by the City with all its known creditors, and until the Committee is satisfied that the City is able to conduct its operations on a substantially current basis. SECTION 2. Said bonds of Series A shall bear interest at the following rates during the period set opposite such rates, to -wit: 118 MINUTES CITY COMMISSION, SANFORD, FLORIDA, November 25 at , 10:30 A M 1 g 36 1 % per annum from March 1, 1937 , to August 31, 1947; 1J% per annum from September 1, 1947, to August 31, 1952; 1j% per annum from September 1, 1952 to August 31, 19576 lJ% per annum from September 1, 1957 to August 31, 1962; 2 % per annum from September 1, 1962 to August 31, 1967; 2J% per annum from September 1, 1967 to August 31, 1977 Said bonds of Series B shall bear interest at the following rates during the period set opposite said rates, to —wit: 2 % per annum from March 1, 1937 to August 31, 1947; 20,-,Per annum from September 1, 1947 to August 31, 1957; 2J% per annum from September 1, 1957 to August 31, 1967; 3 % Per annum from September 1, 1967 to August 31, 1977. Said interest shall be payable semi — annually on March 1, and September 1. Both principal and interest of bonds of Series A and B shall be payable at such place in the City of New York, State of New York, as may be hereafter agreed upon. SECTION 3. ( a) Said refunding bonds shall be redeemable prior to maturity on any interest payment date, at par and accrued interest, the bonds to be redeemed to be selected by lot by the City. In the event the City should desire Or be required, as hereinafter set forth, to redeem said bonds prior to maturity, notice of redemption setting forth the numbers of the particular bonds to be redeemed and the date fixed for redemption shall be published in a financial newspaper published in the City of New York, State of New York, and in a newspaper published in the State of Florida, one time at least thirty (30) days prior to the date fixed for redemption. (b) The City may apply any moneys in the sinking fund herein required to be estab�lishd for such refunding bonds to the purchase, at private sale ( except when there is so much as Five Thousand Dollars ( $5,000.00) or more in the sinking fund) of such refunding bonds, provided that the price at which purchased shall be less than the par value and accrued interest, and that the persons from whom purchased at private sale and the terms and price at-,,which purchased are made matters of public record. In the event there is in said sinking fund at any time the sum of Five Thousand Dollars ( $5,000.00) or more, the Oil will be obligated to apply such moneys to the purchase of refunding bonds by calling for and accepting bonds at the lowest prices at which tendered, and in such event thirty ( 30) days prior to the receipt of tenders the City will cause to be published in a financial pa- per published in the City of New York, State of New York, and in a newspaper published in the State of Florida, a notice requesting tenders of refunding bonds and fixing the time and place at which such tenders will be received. All tenders will be required to be contained plain sealed envelopes marked " Tender of City of Sanford Refunding Bonds", and will be opened in public on the day and at the place fixed in the notice calling for such tenders. All moneys on hand in the sinking fund on the date fixed for the receipt of such tenders will be applied immediately to the purchase of refunding bonds tendered at the lowest pricee submitted. However, the City may in its discretion reject any and all tenders. If tenders of a greater amount of refunding bonds at the same price are received than moneys are available in the sinking fund for the purchase thereof, the City will purchase the LJ 1 1 1 C 1 MINUTES CITY COMMISSION, SANFORD, FLORIDA, November 25 at 10:30 A "19--3-6 refunding bonds tendered at such price in the order in which the tenders were received; provided, however, that the City shall have first purchased all other refunding bonds which may have been tendered at a lower price, if any. In the event there shall be in- sufficient moneys in the sinking fund to purchase all of the refunding bonds offered by any tender otherwise acceptable, the City may accept any part of the refunding bonds so tendered. The City, at its option, may require all tenders of refunding bonds to be accompanied by a certified check of not exceeding one per cent ( 1%) of the amount of refunding bonds so tendered to evidenoc the good faith of the tender. (0) In the event moneys in the sinking fund shall accumulate to the amount of Twenty Thousand Dollars ( $20,000,000.00) or more and remain on hand for more than six months, notwithstanding the fact that the City has made all calls for tenders of refunding bonds as required herein, such moneys shall be applied to the redemption of refunding bonds to be selected by lot, in an amount sufficient to exhaust such moneys, upon -the first interest payment date thereaf ter „occurring, provided that if such interest payment date should occur within a period of time less than that for which notice of redemption must be given, plus fifteen ( 15) days, said moneys will be held as a special fund to be applied solely to the redemption of refunding bonds upon the next succeeding interest payment date. (d) All refunding bonds purchased or redeemed by the City will be cancelled immediately upon their surrender to the City. The City will not purchase with moneys in the sinking fund any refunding bonds if and while it may be in default in the payment of interest on any of such refunding bonds, unless tenders thereof shall have been accepted prior to such default, and then it may purchase only the bonds covered by such tenders. SECTION 4. Upon the delivery of the refunding bonds in exchange for outstand- ing bonds, all past due coupons, if any , shall be detached from the refunding bonds and canceled by the City, and all unmatured coupons shall be attached thereto. So much of the interest accrued on the outstanding bonds from March 1, 1937, as may be necessary shall be used as an adjustment against the interest accrued on the refunding bonds up to the date of delivery thereof. SECTION 5. The refunding bonds of both Series A and Series B to be issued hereunder shall constitute general obligations of the City for the payment of which its full faith and credit will be pledged and for the payment of the principal and interest of which, when due, the City shall be obligated to levy valid and unlimited taxes on all property within its present territorial limits which was subject to taxation for the payment of the bonds to be refunded on January 1, 1933, including homesteads , and all of such property shall be subject to the specific tax levies herein provided for. All tax levies to be made for the payment of principal and interest of the refunding bonds shall constitute special levies for the particular purpose for which they are imposed. Such tax levies, while constituting special levies, will be collected in cash at the same time and in the same manner as other taxes which may be levied by the City, and , upon collection, will oe immediately segregated and credited to the proper funds, as herein provided. (,,a) To insure the prompt and full payment of interest on the refunding bonds 1-1 MINUTES CITY COMMISSION, SANFORD, FLORIDA, Nov. 25, 10:30 A.M. 19 36 Series A. and to provide a sinking fund for the payment or redemption thereof, a. tax sha] be levied for each year beginning with the year in which the refunding bonds Series A are issued, in an amount sufficient to raise a sum at least equal to the interest which will fall due in the ensuing fiscal year if 50% of the levy is collected in the ensuing fiscal year. If, however, at the time the levy is made for any year, the percentage of collections for the immediately preceding fiscal year is less than 50% of the levy, the tax levy for the year for which the levy is to be made shall be sufficient, assum- ing a rate of collection no higher than in the preceding year, to produce in cash the amount required for interest on said refunding bonds. The proceeds of such taxes shall be paid into a special fund and used soley for the payment of interest on said refunding bonds, except that all moneys in such fund in excess of the interest require- ments of the refunding bonds for the fiscal year for which the taxes were levied shall be paid into a sinking fund. Moneys so paid into the sinking fund shall be applied exclusively to the retirement of refunding bonds by purchase, call or payment in the manner herein provided. For the fiscal year in which the refunding bonds Series A shall mature, the City Shall levy a tax in such an amount as shall be sufficient , together with any sinking funds then in hand, to pay such bonds at their maturity. (b) In addition to the pledge of unlimited ad valorem taxes for the payment of refunding bonds, Series B as set forth above, sufficient of the net earnings of the water plant of the City shall be pledged to the payment of interest on said Series B bonds., and in addition thereto an amount of said net earnings equal to one per cent of the present amount of bonds to be refunded with refunding bonds, Series B, now outstanding shall annually be deposited in a sinking fund and employed only for the purchase of Series B bonds in the manner provided by sub- paragraph (b) of SECTION 3 hereof. In the event the net earnings of the water plant of the City shall exceed the amount required in and by this sub - paragraph, such surplus may be used as a part of the city's operating fund, upon amendment of the city's charter to that effect by the legislature of the State of Florida. In the event the net earnings of said water plant in any year after the fiscal year 1936 -1937 are less than $17,750.00, the city shall levy a tax in the succeeding year sufficient to cover such deficiency, assuming a rate of collection no higher than in the preceding year. (e) Notwithstanding any of the other provisions of this agreement, the City shall not be required to levy for debt service during the fiscal years 1937 -1939, 1935 -1939, 1939x1940 and 1940 -1941, a sum in excess of $97,500.00. Beginning with the fiscal year 1941 -1942, taxes shall be levied for debt service in accordance with the terms of this agreement, it being the intention of this agreement that the tax levy for debt service, when 1000 collected, will provide for the payment of interest on the Refunding Bonds, together with at least an equal amount for principal retirement, subject, however, to the provisions of Section 5, sub - section (a), with regard to percentage of collectibility. SECTION 6. The City agrees that it will actively and diligently enforce the collection of all taxes heretofore and hereafter levied, and that it will require all such taxes to be paid in cash; provided, however that the City may accept bonds outstanding or refunding bonds of said City in payment of special assessments heretofore imposed by said City and of taxes levied for the year 1929 and prior years, at par, but in the case of such taxes only upon the condition that current taxes are 1 1 n �i ['I 1 1 1 [1 1 MINUTES CITY COMMISSION, SANFORD, FLORIDA, November 25 at 10:30 A _'1 9--3-6 paid in cash simultaneously with or prior to the payment of such delinquent taxes. SECTION 7. All proceedings in connection with the issuance of refunding bonds and all obligations to be issued by the City under this agreement and the legislation now existing and hereafter enacted or made effective relating to the issuance of the obligations here provided for, and the security therefor, as well as all legislation relating to the levying and enforcing of taxes and the protection and en- foreement of the rights of the holders of the obligations to be issued hereunder, shall be subject to the approval of counsel of the Committee as to the validity and sufficiency thereof for such purposes, and such counsel must be satisfied that the bonds are to be paid from ad valorem taxes to be levied upon all property within the City, except only such property as would have been exempt from taxation under the provisions of the laws and Constitution of Florida which were in force and effect at the time of the issuance of the bonds to be refunded, and that the refunding bonds are not subject to or affected by any adverse legislation enacted after the date the bonds to be refunded were issued. The refunding bonds must, in the opinion of the Committee's counsel, enjoy substantially the same rights and remedies as the bonds now outstanding. SECTION 8. The City shall pay all expenses in connection with the printing and delivery of the refunding bonds, and shall also have the refunding bonds validated by decree of the Circuit Court for Seminole County, Florida, which decree shall be affirmed by the Supreme Court of Florida, and such validation proceedings shall be conducted at the City's expense. All expenses of individual creditors, including the Committee, shall be paid by such creditors. SECTION 9. The Committee shall be deemed a single creditor with respect to all bonds deposited with it for all purposes under this agreement. SECTION 10. On or before January 1, 1937, or such subsequent date as may M _ be fixed by mutual agreement by the City and the Committee, the City shall make =agreements with all of the holders of its bonds or the holders of such proportionate part of the outstaz bonds of the City as may be approved by the Committee, which bind such creditors to par- ticipate in the refunding plan and which contain adequate provisions for enforcement which cannot be released, except with the consent of the Committee. Such agreement shall be subject to the approval of counsel for the Committee, unless identical with this agreement. If the provisions of this section are not complied with, this agreement shall not terminate, but may at any time be terminated by election of the Committee by notice in writing to the City. The City agrees that it will not release any holders of bonds with whom it shall make agreements, as provided in this section, or modify any such agreements, or vary the plan of refunding as to any creditor, or settle on any basis more favorable to the creditor, without the written concurrence of the Committee. SECTION 11. The Committee may reduce the bonds to be refunded hereunder, at any time held by the Committee, and interest thereon, to judgment as they severally mature, and take any.legal action not inconsistent with this agreement; but its rights and obligation under this plan of refunding shall not be affected thereby. SECTION 12. The term " Bonds" as used in this agreement shall mean bonds and certificates of indebtedness of the City of Sanford, Florida, of existing issues now outstanding and unpaid, including the principal amount of bonds heretofore or hereafter reduced to judgment. ding MINUTES CITY COMMISSION, SANFORD, FLORIDA, November 25 at 10:30 A M 19_ .6 SECTION 13. Pending the preparation and exchange of the refunding bonds hereunder, the City has levied a tax against all taxable property within the City for the Committee's judgments against the City of approximately $91,000,00 . The City shall pay to the Committee the proceeds of such levy as end when collected until the refunding bonds contemplated by this contract shall be issued. Thereafter, the proceeds of said levy shall be applied to the payment of interest on the refunding bonds Series A. The City shall also apply the net earnings of the Water Plant of said City to payment of interest on said public utility bonds dated January 1, 1924, and said Improvement Bonds, Series CC dated July 1, 1926, until , the refunding bonds Series B are issued, and thereafter shall apply the net earnings of the Water Plant to interest and sinking fund of refunding bonds Series B. SECTION 14. Anticipated collections of delinquent taxes and special assessments will not be considered as revenues available for the payment of the principal or interest of the refunding bonds in preparing the budget of the City or in fixing the tax levy for any fiscal year, but the City will pay all moneys received by it through the collection of delinquent taxes and special assessments to the purposes for which they were levied. 5 SECTION 15. The proceeds of all debt service taxes heretofore or hereafter levied and imposed by the City and of all special assessments heretofore imposed by the City shall be paid into the sinking fund herein provided for, and shall be used exclusively for the payment of interest on the refunding bonds and for the payment, purchase or redemption of refunding bonds, as herein provided. SECTION 16. Prior to the issuance and delivery of the refunding bonds contemplated by this agreement, the Committee may, at its election, terminate this agreement upon the occurrence of either one or more of the following events: (1) If the City shall fail to collect and pay to the Committee in any year the minimum interest rates provided in Section 2 hereof; (2) If the City shall operate in any one year at a substantial deficit; (3) If the City shall default in the performance of any of the terms of this refunding contract and such default shall continue for a period of ninety (90) days after notice by the Committee. SECTION 17. No delay or omission by the Committee tm exercise any right or power accruing upon any default shall impair any such right or power, or shall be construed to be a waiver of any such default or acquiescence therein; and every such right and power may be exercised at any time as may by the Committee be deemed expedient. SECTION 19. Any notice provided for by the terms of this agreement to be given on behalf of the Committee may be signed by the Chairman or two members of the Committee giving it. Any notice required by the terms of this agreement to be given to the City of Sanford may be sent by registered mail addressed to the Mayor at the City Hall, Sanford, Florida. SECTION 19. At any and all times, both before and after the consummation of the Plan of Refunding, the Committee or its agents shall have the right to examine and matt. copies of the records of the City, including contracts with third parties made as contem- plated herein, the minute books and original ordinances of the City and the accounts and records of the City and of any of its officials, and the City, at the request of the Committee or of its agents, shall furnish copies ( duly certified if so requested) of any documents, minutes, ordinances, accounts or records, and statements relating to moneys in hand or on deposit , assets and liabilities, taxes, tax collections, assessments, or assessment collections, and relating directly or indirectly to-the financial affairs and condition of the II�, J 1 I I� J J MINUTES CITY COMMISSION, SANFORD, FLORIDA,November 25 at 10:30 A M_19_ 36 of the City or any of its officials in their official capacity. SECTION 20. This agreement, before it is effective, must be adopted in accord- ance with the provisions of the Committee's deposit agreement. Notwithstanding such adoption by the Committee's depositors, in the event the refunding bonds contemplated by this agreement are not issued prior to January 1, 1935, this agreement may be termi- nated at the option of either party, provided, however, that this contract may be ex- tended beyolid January 1, 19350 by mutual consent. SECTION 21, This agreement shall not impose any individual or pertnership liability upon any member of the Committee, it being intended that the covenants and agreements made herein by the members of the Committee are made soley in a representative capacity. SECTION 22. This agreement shall respectively bind and inure to the benefit of the successors of the City and also the successors of the Committee, and to the successors and survivors of the members of the Committee. SECTION 23. Nothiz$ herein shall prevent the Committee, at any time after the consummation of. the Refunding , from dissolving, or at any time after such consummation from distributing to the holders of certificates of deposit any or all of the Refunding Bonds held by such Committee Upon delivery to the Committee of the Refunding Bonds to be issued hereunder, the Committee will execute and deliver to the City satisfaction of all judgments now held by the Committee against the City. IN WITNESS NREREOF, the parties hereto have executed this Agreement in duplicate and affixed their respective seals hereto as of the date first above written. CITY OF SANFORD, FLORIDA ( SEAL ) By Mayor. ATTEST: and City Clerk. ( SEAL) (SEAL) (SEAL) (SEAL) WHEREAS the City Commission of the CITY OF SANFORD, FLORIDA, deems it advisable, expedient, and for the best interest of the CITY OF SANFORD, FLORIDA, for said City to enter into the aforesaid agreement for the refunding of its aforesaid bonded indebtedness: NOW , THEREFORE, be it resolved by the City Commission of the CITY OF SANFORD, FLORIDA, that the Mayor and City Clerk of Said City be, and they are hereby authorized to execute in duplicate for and on behalf of said City the aforeseid agreement with the said C.T. DIEHL, KENNETH M. KEEFE, A.C. MITTENDORF and NATT T. WAGNER, as a depositors' committee of bonds for the CITY OF SANFORD , FLORIDA, under a deposit agreement dated August 15, 1929, as amended, and to forward said agreement for execution by said committee. BE IT FURTHER RESOLVED that this resolution shall become effective immediately upon its adoption. Adopted this 25th day of November , 1936. 123 124 MINUTES CITY- COMMISSION, SANFORD, FLORIDA, November 25 at 10: 30 A M 19 6 Attest: F.S. Lamson City Clerk. ( Seal) S.O.Shinholser W.A. Leffler P.N /Whitehurst M.J.Lodge. W.R.Du ree As the City Commission of the City of Zanford, Florida.. City Attorney Wilson next presented form of agreemtntwith Firman Church cover- ing the operation of the Municipal Airport for a period of one year, and on motion of Commissioner Whitehurst, seconded by Commissioner Leffler and carried , same was approved. The meeting then adjourned. Attest: City Clerk. 1 1 1 1