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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:
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CITY COMMISSION, SANFORD, FLORIDA. November 25 at 10: 30 A M 19
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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
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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:
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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
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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
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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
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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
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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.
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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
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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
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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.
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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.
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