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1349 ORDINANCE NO. 1349 AN ORDINANCE PROVIDING FOR THE REFUNDING AND REFINANCING OF AN OUTSTANDING OBLIGATION OF THE CITY OF SANFORD, FLORIDA, AND THE ACQUI- SITION AND CONSTRUCTION OF A NEW CITY HALL AND PUBLIC WORKS COMPLEX FOR THE CITY; PRO- VIDING FOR THE ISSUANCE OF NOT EXCEEDING $2,100,000 PUBLIC IMPROVEmeNT REVENUE BONDS, SERIES 1976, OF SUCH CITY TO PAY THE COST OF SUCH PROJECT; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH BONDS;' PROVIDING FOR THE PAYMENT THEREOF; AND MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS. BE IT ENACTED BY THE PEOPLE OF SANFORD, FLORIDA: SECTION 1. AUTHORITY FOR THIS ORDINANCE. This ordinance is enacted pursuant to the provisions of Chapter 26210, Laws of Florida, Special Acts Of 1949, as amended and supplemented, and other applicable provisions of law, and pursuant toISection 16 H of Ordinance No. 859 entitled: "AN ORDINANCE PROVIDING FOR THE CONSTRUCTION OF CERTAIN MUNICIPAL IMPROVEMENTS IN THE CITY OF SANFORD, FLORIDA; PROVIDING FOR THE ISSUANCE OF $1,000,000 PUB- LIC IMPROVEMENT REVENUE BONDS OF SUCH CITY TO PAY THE COST OF SUCH IMPROVEMENTS AND TO REFUND CERTAIN OUT- STANDING REVENUE CERTIFICATES; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH BONDS; PROVIDING FOR THE PAYMENT THEREOF AND MAKING CERTAIN OTHER COVENANTS AND AGREE- MENTS IN CONNECTION WITH THE ISSUANCE AND SALE OF THE BONDS." enacted by the governing body of the City on the 12th day of July, 1965 (hereinafter called "Original Ordinance"), and is supplemental to the Original Ordinance. SECTION 2. DEFINITIONS. The following terms shall have the following meanings herein, unless the text otherwise expressly requires: A. "Issuer" shall mean the City of Sanford, Florida. B. "Act" shall mean Chapter 26210, Laws of Florida, Special Acts of 1949, as amended. and supplemented. C. "Obligations" shall mean the $2,100,000 Public Improvement Revenue Bonds, Series 1976, herein authorized to be issued. D. "Holder of obligations" or "obligation holders" or any similar term shall mean any person who shall be the bearer or owner of any outstanding obligation or obligations registered to bearer, or not registered, or the registered owner of any such obligation or obligations which shall at the time be registered other than to bearer. E. "Additional parity obligations" shall mean additional obligations issued in compliance with the terms, conditions and limita- tions contained in the Original Ordinance which have an equal lien on the excise taxes, as herein defined, and rank equally in all respects with such obligations initially issued thereunder. F. "Utilities services taxes" shall mean such tax as levied and collected by the isSuer, pursuant toa non-emergency Ordinance No. 379 enacted on August 27, 1945, as amended, on every purchase of elec- tricity, gas (natural, liquefied petroleum gas or manufactured), water service and local telephone service within the corporate limits of the issuer under the authority of Section 167.431, Florida Statutes. G. "Franchise tax" shall mean any and all money received by , the issuer from the Florida Power and Light Company, its legal represen-' tatives, successors or assigns, under the franchise granted pursuant to Ordinance NO. 580, duly enacted on June 11, 1956, and any and all money received by the issuer from the Florida Power and Light Company, its legal representatives, successors or assigns, under any extension or renewal of such franchise or from any new franchise granting the right to supply electric power and energy to the issuer or its inhabitants. H. "Excise taxes" shall mean collectively the utilities services taxes and the franchise tax. I. "Parity obligations" shall mean the Public Improvement Revenue Bonds of the issuer dated September 1, 1965, issued originally in the amount of $1,000,000 and the Public Improvement Revenue BOnds, Series 1971, of the issuer dated September 1, 1971, issued originally in the amount of $700,000. J. !'Note" shall mean the demand promissory note made by the issuer on May 13, 1976, in the amount of $250,000, bearing interest at the rate of 5 1/2%, naming the Flagship Bank of Sanford, Sanford, Florida, as payee. K. "Public works complex" shall mean the administration bui- lding, shop building and storage building presently under construction by the issuer within its corporate limits. L. "Fiscal year" shall mean the period commencing on October 1 of each year and ending on the succeeding September 30. -2- M. Words importing singular numbers shall include the plural number in each case and vice versa, and words importing persons shall ' include firms and corporations.. SECTION 3. FINDINGS. It is hereDy ascertained, determined and declared that: A. Pursuant to Section 167.431, Florida Statutes, the issuer did, on August 27, 1945, enact non-emergency Ordinance No. 379, as amended, levying andimposing the utilities services taxes. B. Pursuant to law, the issuer on June 11, 1956, under authority of Ordinance No. 580, duly enacted, entered into an agreement with the Florida Power and Light Company for a period of thirty (30) years from July 11, 1956, whereby the issuer would receive the franchise tax by reason of having granted to Florida Power and Light Company the right to supply electric power and energy to the iSsuer or its inhabitants. C. It is necessary and desirable to acquire and construct a new city hall and public works complex as provided herein (hereinafter collectively called "project"), in order to preserve and protect the pub- lic health, safety and welfare of the inhabitants of the issuer. D. The proceeds of the note and the sum of $70,793.24 pre- vious!y appropriated from the public projects fund of the issuer are being used to finance the cost of construction of the public works com- plex, currently under construction, and it is necessary and desirable to provide funds at this time to pay the principal of and interest on the note at maturity and to reimburse the public projects fund for such sum previously advanced. E. The proceeds of the excise taxes are not now pledged or encumbered in any manner except for the payment of the principal of and interest on the parity obligations. F. The Original Ordinance, in Section 16 H thereof, provides for the issuance of additional parity obligations under the terms, limi- tations and.conditions provided therein. G. The issuer has complied with the terms, conditions and restrictions contained in ~he Original Ordinance. The issuer is, there- fore, legally entitled to issue the obligations as additionalparity obli- gations within the authorization contained in the Original Ordinance. -3- H. The obligations shall be on a parity and rank equally as to lien on and source and security for payment from the proceeds of the excise taxes and in all other respects, with the parity obligations. I. The estimated proceeds of the excise taxes will be suffi~ cient to pay all the principal of and interest on the obligations and on the parity obligations, as the same become due, and to make all re- quired sinking fund, reserve or other payments. J. The principal of and interest on the obligations and all required sinking fund, reserve and other payments shall be payable solely from the proceeds of the excise taxes, as herein provided~ The issuer shall never be required to levy ad vatorem taxes on any property therein to pay the principal of and interest on the obligations or to make any of the required sinking fund~ reserve or other payments and such obliga~ tions shall not constitute a lien upon any property of or in the issuer. SECTION 4. AUTHORIZATION OF CONSTRUCTION AND ACQUISITION OF PROJECT. There is hereby authorized the construction and acquisition of the project pursuant to the architect's rendering and plans and speCifi- cations presently on file or to be on file with the issuer. The cost of such project, in addition to the items set forth in the plans and specifi- cations, may include, but need'not be limited to, the acquisition of any lands or interest therein or on any other properties deemed necessary or convenient therefor; engineering, legal and financing expenses; expenses for estimates of costs and of revenues; expenses for plans, specifications and surveys; the fees of fiscal agents, financial advisors or consultants; administrative expenses relating solely to the construction and acquisition of the project; the capitalization of interest for a reasonable period after the issuance of the obligations; the creation and establishment of reasonable reserves for debt service; the discount on the sale of the ob- ligations, if applicable; and such other costs and expenses as may be ne- cessary or incidental to the financing herein authorized and the construc- tion and acquisition of the project and the placing of the same in opera- tion. SECTION 5. ORDINANCE TO CONSTITUTE CONTRACT. In consideration of the acceptance of the obligations by those who shall hold the same from time t° time, this ordinance and the Original Ordinance shall be deemed to be and shall constitute a contract between the issuer and such holders. The covenants and agreements herein set forth to be performed by the issuer shall be for the equal benef'it, protection and security of thelegal holders of any and all of such obligations and the parity obligations and the coupons attached thereto, all of which shall be of equal rank and without preference, priority or distinction of any of the obligations or coupons over any other thereof, except as expressly pro- vided therein and herein. SECTION 6. AUTHORIZATION OF OBLIGATIONS. Subject and pursuant to the provisions hereof, obligations of the issuer to be known as "Public Improvement Revenue Bonds, Series 1976", herein sometimes referred to as "obligations", are authorized to be issued in the aggregate principal amount of not exceeding Two Million One Hundred Thousand Dollars ($2,100,000). SECTION7. DESCRIPTION OF OBLIGATIONS. The obligations shall be dated as of a date to be fixed by subsequent resolution of the issuer prior to the sale of. the obligations; shall be numbered consecutively from one upward; shall be in the denomination of $5,000 each; shall bear interest at such rateor rates not exceeding the maximum rate fixed by the Act or by other applicable law, the actual rate or rates to be de- terminedby the governing 'bOdy of the issuer upon the sale of the obli- gations, such interest to be payable semi-annually March land September 1 of each year; and shall mature in numerical order, on September 1, at such time or times not exceeding thirty (30) years from the date thereof and in such amounts as shall be determined by the issuer prior to the sale of the obligations. Such obligations shall be issued in coupon form; shall be pay- able to bearer unless registered as hereinafter provided; shall be pay- able with respect to both principal and interest at The Flagship Bank of Sanford, Sanford, Florida; shall be payable in lawful money of the United States of America; and shall bear interest from their date, payable in · accordance wi~h and upon surrender of theappurtenant interest coupons as they severally mature. SECTION 8. EXECUTION OF OBLIGATIONS AND COUPONS. The obliga- tions shall be executed in the name of the issuer by the Mayor and counter- signed and attested by the City Clerk, and its corporate seal ora fac- simile thereof shallbe affixed thereto or reproduced thereon. The fac- simile signatures of the Mayor or the City Clerk may be imprinted or re- produced on the obligations, provided that at least one signature to be placed thereon shall be manually subscribed. In case any officer Whose -5- signature shall appear on any of the obligations shall cease to be such officer before the delivery of such obligations, such signature or fac- simile shall nevertheless be valid and sufficient for all purposes the same as if he had remained in office until such delivery. The obligations may be signed and sealed on behalf of the issuer by such person who at the actual time of the execution of such obligations shall hold the proper office with the issuer, although at the date of such obligations such · person may not have held such office or may not have been so authorized. The coupons attached to the obligations shall be authenticated with the facsimile signatures of any present or future Mayor or City Clerk of the issuer, and-the validation certificate on the obligations shall be executed with the facsimile signature of the Mayor. The issuer may adopt and use for such purposes the facsimile signatures of any person who shall have held such office at any time on or after the date of the obligations, notwithstanding that they may have ceased to be such officers at the time such obligations shall be actually delivered. SECTION 9. 'NEGOTIABILITY AND REGISTRATION. The obligations and the coupons appertaining thereto 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 accepting any of such obligations or the coupons appertaining thereto, shall be conclusively deemed to have agreed that such obligations shall be and have all of the qualities and ~ncidents of negotiable instruments under the law merchant and the laws of the State of Florida. · The obligations may be registered at the option of the holder as to principal only at the office of the City Clerk, as Registrar, or such other registrar as may be hereafter duly appointed, ·such registration to be noted on the back of the obligations in the space p~ovided therefor. After such registration as to principal only, no transfer of the obliga- tions shall be valid unless made at such office by written assignment of the registered owner, or by his duly authorized attorney, in a form satis- factory to the Registrar, and similarly noted on the obligations, but the obligations may bedischarged 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 obligations may thereafter again from timeto time be registered or transferred to bearer as before. Such registration as toprincipal only shall not affect the negotiability of the coupons which shall continue to pass by delivery. -6- SECTION 10. OBLIGATIONS MUTILATED, DESTROYED, STOLEN ORLOST. In case any obligation shalI become mutilated or be destroyed, stolen or lost, the issuer may, in its discretion, issue and deliver a new obliga- tion with all unmatured coupons attached, if any, of like tenor as the obligation and attached coupons, if any, so mutilated, destroyed, stolen or 1.oSt, in exchange and substition for such mutilated obligation, upon surrender and cancellation of such mutilated obligation and attached coupons, if any, or in lieu of and substitution for the obligation and attached coupons, if any, destroyed, stolen or lost, and upon the holder furnishing the issuer proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and condi- tions as the issuer may prescribe and paying such expenses as the issuer may incur. All obligations and coupons 'so surrendered shall be cancelled. If any such obligation or coupons shall have matured or be about to mature, instead of issuing a s~bstitute obligation or'coupon, the issuer may pay the same, upon being indemnified as aforesaid, and if such obligations or coupon be lost, stolen or destroyed, without surrender thereof. All such duplicate obligations and coupons issued pursuant to this section shall constitute original, additional contractual obligations on the part Of the issuer, whether or not the lost, stolen or destroyed obligations or coupons be at any time found by anyone, a~d any such dupli- cate obligations and coupons 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 obliga- tions and coupons issued hereunder. SECTION 11. PROVISIONS FOR REDEMPTION. The obligations may be redeemed prior to their stated dates of maturity, either in whole or in part, at such times and upon such terms as shall be determined by the issuer prior to the sale thereof. 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 agent, and (iii) shallbe mailed, postage prepaid, to all registered owners of obligations to be redeemed at their addresses as they appear on the registration books hereinbefore provided for. In- terest shall cease to accrue on any obligation duly called for prior to redemption on the redemption date if payment thereof has been duly pro- vided. -7~ SECTION 12. FORM OF OBLIGATIONS AND COUPONS. The obligations, the interest coupons to be attached thereto, and the certificate of validation shall be in substantially the following form, with such omis- sions, insertions and variations as may be necessary and desirable and which are herein authorized or permitted or which are subsequently au- thorized or permitted prior to the issuance of the obligations: -8- $5,000 UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF SANFORD PUBLIC IMPROVEMENT REVENUE BOND SERIES 1976 KNOW ALL MEN BY THESE PRESENTS, that the City of Sanford, Florida hereinafter called "City"), for 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 special funds hereinafter mentioned, the principal sum of FIVE THOUSAND DOLLARS and to pay solely from such special funds interest thereon from the date hereof at the rate of per centum ( %) per annum until payment of the principal sum, such interest to the maturity hereof being payable semi-annually on the first day of March and the first day of September in each year upon the presentation and surrender of the annexed coupons as they severally fall due. Both principal of and interest on this bond are payable in lawful money of the United States of America at The Flagship Bank of Sanford, Sanford, Florida. This bond is one of an authorized issue of bonds in the aggregate principal amount of $2,100~000 of like date, tenor and effect, except as to number, interest rate (if all bonds do not bear the same rate of inter- est) and date of maturity, issued to refund and refinance an outstanding obligation of the City and to f~nance the cost of the constructionand' acquisition of a new city hall and public works complex for the City (hereinafter called "project"),'under the authority of and in full com- pliance with the Constitution and statutes of the State of Florida, in- uluding particularly Chapter 26210, Laws of Florida, Special Acts of 1949, as amended and supplemented, and other applicable provisions of law, and Ordinance No. 859, duly enacted by the City on the 12th day of July, 1965, as supplemented by Ordinance No. , duly enacted on.the day of July, 1976, as supplemented (hereinafter collectively called "Ordinance"), and is subject to all the terms and conditions of such Ordinance. It is provided in the Ordinance that the bonds of this issue will rank on a parity with the outstanding Public Improvement Revenue Bonds of the City dated September 1, 1965, and the Public Improvement Re- -9- venue Bonds, Series 1971, of the City dated September' 1, 1971 (hereinafter collectively called "parity obligations"), as to lien and sources of se- curity. This bond, the parity obligations and the coupons appertaining thereto are payable Solely from and secured by a prior lien upon and pledge of the proceeds of the utilities services taxes imposed by the City on the purchase of certain utilities services within the corporate limits of the City, under the authority of SectiOn 167.431, Florida Statutes, and pur- suant to Ordinance No. 379, enacted by the City on August 27, 1945; and the proceeds of a franchise tax tobe paid for a period of thirty (30) years from July 11, 1956, to the City pursuant to Ordinance No. 580, en- acted by the City on June 11, 1956 (all of such taxes, above described, are herein collectively referred to as "excise taxes"); all in the manner provided in the Ordinance. (INSERT REDEMPTION PROVISIONS) Notice of such redemption shall be given in the manner required by the Ordinance. This bond does not constitute an indebtedness of the City within the meaning of any constitutional or statutory provision or limitation, and it is expressly agreed by the holder of this bond and the coupons appertaining thereto that such holder shall never have the right to require or compel the exercise of the ad valorem taxing power of the City for the payment of the principal of and interest on this bond or the making of any sinking fund, reserve or other payments provided for in the Ordinance. It is further agreed between the City and the holder of this bond that the bond and the obligation evidenced thereby shall not consti- tute a lien upon the project, or anypartthereof, or on any other property of or in the City, but shall constitute a lien only onthe excise taxes in the manner provided in the Ordinance. The City, in such Ordinance, has covenanted and agreed with the holders of the bonds of this issue to levy a~d collect the excise taxes at such rates, not exceeding the maximum rates permitted by law, to the extent necessary to pay, as the same shall become due, the principal of and interest on the bonds of this issue and all other obligations payable on a parity therewith, and to make all reserve, sinking fund and other payments proVided for in the Ordinance; and that the rates of such excise -10- taxes shall not be reduced so as to beinsufficient to provide funds for such purposes. 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 the issuance of this bond exist, have happened and have been per- formed in regular and due form and time as required by the laws and Con- stitution ofthe State of Florida applicable thereto, and that the issuance of the bonds of this issue does not violate any constitutional or statutory limitation or provision. This bond and the coupons appertaining thereto are and have all the qualities and incidents of a negotiable instrument under the law mer- chant'and the laws of the State of Florida. This bond may be registered as to principal only in accordance with the provisions endorsed hereon. IN WITNESS WHEREOF, the City of Sanford, Florida, has issued this bond and has caused the same to be signed by its Mayor and attested and countersigned by its City Clerk, either manually or with their facsimile signatures, and the corporate seal of the City or a facsimile thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon; and the interest coupons hereto attached to be executed with the facsimile signatures of such officers; all as of the first day of , 1976. (SEAL) CITY OF SANFORD, FLORIDA ATTESTED AND COUNTERSIGNED Mayor City Clerk FORM OF COUPON On the first day of , 19 , unless the bond to which this coupon is attached iscallable and has been duly called for prior redemption and provision duly made for the payment thereof, the City of Sanford, Florida, will pay to the bearer at , from the special funds described in the bond to which this coupon is attached, the amount shown hereon in lawful money of the United States of America, upon presentation and surrender of this coupon, being six months' interest then due on its Public Improve- -11- men~ Revenue Bond, Series 1976, dated 1, 1976, No. (SEAL) CITY OF SANFORD, FLORIDA ATTESTED AND COUNTERSIGNED Mayor City Clerk FORM OF VALIDATION CERTIFICATE This bond is one of a series of bonds which were validated and confirmed by judgment of the Circuit Court, Eighteenth Judicial Circuit, in and for Seminole County, Florida, rendered on the day of ,1976. Mayor, City of Sanford, Florida PROVISION FOR REGISTRATION This bond may be registered as to principal only in the name of the holder on the books to be kept by the City Clerk as Registrar, or such other Registrar as may be hereafter duly appointed, such registration being noted hereon by such Registrar in the'registration blank below, after which no transfer shall be valid unless made by written assignment on the books by the registered holder or attorney duly authorized and similarly noted in the registration blank below, but it may be discharged from registra- tion by being transferred to bearer, after which it shall be transferable by delivery, but it may be again registered as before. Such registration shall not restrain the negotiabilityof the coupons by delivery. DATE OF IN WHOSE NAME SIGNATURE OF REGISTRATION REGISTERED REGISTRAR -12- SECTION 13. APPLICATION OF PROVISIONS OF THE ORIGINAL ORDINANCE. The obligations shall for all purposes be considered to be additional parity Obligations issued under the authority of the Original Ordinance'and, except as herein expressly changed, shall be entitled to all the protection and security provided therein for the parity obliga- tions and shall be, in all respects, entitled to the same Security, rights and privileges enjoyed by the parity obligations. The obligations and the coupons representing interest thereon shall not be or constitute an indebtedness of the issuer within the mean- ing of any constitutional or statutory limitation of indebtedness, but shall be payable solely from and secured by a prior lien upon the proceeds of the excise taxes as provided herein and in the Original Ordinance. No holder of any of the obligations or of the coupons shall ever have the right to compel the exercise of the ad valorem taxing power of the issuer or taxation in any form on real property therein for payment thereof, but the obligations and coupons shall be secured by a pledge of and be payable from the proceeds of the excise taxes asprovided herein and in the Ori- ginal Ordinance. The covenants and pledges contained in the Original Ordinance, except as hereinafter provided, shall be applicable to the obligations in like manner as applicable to the parity obligations. The principal of and interest on the obligations shall be payable from the Sinking Fund, here- tofore established, on a parity with the.parity obligations, and payments shall be made into such Sinking Fund by the issuer in amounts fully suffi- cient to pay the principal of and interest on the parity obligations and on the obligations as such principal and interest become due. The Reserve Account established in the Original Ordinance shall be applicable pro rata to the obligations in the same manner as applicable to the parity obligations. There is hereby created and established within the Redemption Account, heretofore established by the Original Ordinance, a separate account to be known as the "1976 Redemption Account", to be used solely, at the discretion of the issuer, either for the purchase in the open market, at any time, of the obligations or any obligations hereafter -13- issued on a parity therewith, to the extent that they are available for purchase, atprices which reflect yields equal to or greater than those then obtainable on the open market; or the funds in Such separate account shall otherwise be invested pursuant to the terms of the Original Ordi- nance, as modified herein. The amount to be credited to such separate account in the Re- demption Account shall be in direct proportion to the relationship that the authorized amount of the obligations plus the authorized amount of any obligations hereafter issued on a parity therewith, bears to the au- thorized amount of the parity obligations~ After adequate provision has been made for the retirement of the parity obligations or upon their retirement, whichever first occurs, all the money deposited in the Redemption Account pursuant to the Ori- ginal Ordinance shall be used for the purposes herein expressed for the separate account in the Redemption Account and such separate account shall be closed. After adequate provision has been made for the retirement of the parity obligations or upon their retirement, whichever first occurs, the moneyin the Redemption Account and the Reserve Account, heretofore established by the Original Ordinance, may be invested and reinvested in direct obligations of the United States of America maturing not later than twenty (20) years from the date of purchase or must otherwise be held in cash; provided, however, that such direct obligations of the United States of America shall mature prior to the last maturity date of any obligation or additional parity obligation, outstanding at the time of such investment. SECTION 14. APPLICATION OF PROCEEDS OF OBLIGATIONS. All money received from the sale of the obligations shall be deposited by the issuer in a special account in a bank or trust company and applied by the issuer as follows: A. All accrued interest~on the obligations shall be deposited in the sinking Fund, heretofore established. -14- B. The issuer shall next use the money in Such special fund to pay all engineering fees, legal fees, fees of financial advisors, cost of the issuance of the obligations, and all other similar costs incurred in connection with the acquisition and construction of the project and the issuance of the obligations to finance the cost thereof. C. The issuer shallthen use the money in such special fund to pay the principal of and interest on the note due on the date of delivery of the obligations to the purchaser thereof, which note shall be retired on such date; and shall reimburse its public projects fund for the $70,793.24 previously appropriated to pay part of theCostof the project. D. A special fund ishereby created, established and designated as the "City Hall Construction Fund" (herein called the "Construction Fund"). There shall be paid into the Construction Fund the balance of the money remaining after making all the deposits and payments provided for in paragraphs A, B and C above. Such fund shallbe kept separate and apart from all other accounts of the issuer, and the money on deposit therein shall be withdrawn, used, and applied by the issuer solely to the payment of the cost of the project and purposes incidental theretO, as hereinabove described and set forth. If for any reason such proceedsor any part thereof are not necessary for or are not applied to the payment of such cost, then the unapplied pro- ceeds shall be deposited by the issuer in such Reserve Account in the Sinking Fund. All such proceeds 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 holders of the obligations. Any funds on deposit in the Construction Fund which, in the opinion of the issuer, acting upon the recommendation of the consulting engineers, are not immediately necessary for expenditure, as hereinabove provided, may be invested in direct obligations of the United States of America or placed in time deposits of banks or trust companies represented by certificates of deposit fully secured as provided by law maturing in a period of ninety-one (91) days or less. All such securities shall be held by the depository bank, and all income derived therefrom shall be deposited in the Sinking Fund. All expenditures or disbursements from the Construction Fund shall be made only after such expenditures or disbursements shall have -15- ,'b~e~ approved in writing by the consulting engineers~ The date of com- pletion of the project shall be determined by the consulting engineers, who will certify such facts in writing to the governing body of the issuer. SECTION 15. MODIFICATION OR AMENDMENT. No material modification or amendment of the Original Ordinance or this ordinance or of any resolu- tion or ordinance amendatory hereof or supplemental hereto may be made with out the consent in writing of the holders of two-thirds or mor~ inthe principal amount of the obligations then outstanding; provided, however, that no modification or amendment shall permit achange~in the maturity of such obligations or reduction in the rate of interest thereon or in the amoun~ of the principal obligation thereof or affecting ~he promise of the issuer topay the principal of and interest on the obligations as the same shall become due from the proceeds ofthe excise taxes or reduce the per- Centage of the holders of the obligations required to consent to any mater- ial modification or amendment hereof without the consent of the holder or holdersof all such obligations; provided further, however, that no such modification or amendment shall allow or permit any acceleration of the payment ofprincipal of or interest on the obligations upon any default in the payment thereof whether or not the holders of the obligations consent thereto. SECTION 16. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions herein contained 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 whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separ- able from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereof or of 'the obligations or coupons issued hereunder. SECTION 17. ARBITRAGE. No use will be made of the proceeds of the obligations which will cause the same to be "arbitrage bonds" within the meaning of the Internal Revenue Code. The issuer at all times while the obligations and the interest thereon are outstanding will comply with the requirements of Section 103(d) of the Internal Revenue Code and any valid and applicable rules and regulations of the Internal Revenue Service. -16- SECTION 18. SALE OF OBLIGATIONS. The obligations shall be issued and sold in such manner and at such price or prices consistent with the Act, all at one time or in installments from time to time, as shall be hereafter determined by the governing body of the issuer. SECTION 19. VALIDATION AUTHORIZED. The attorney for the issUer is authorized and directed to prepare and file proceedkngs to validate the obligations in the manner provided by law. SECTION 20. REPEALING CLAUSE. All ordinances or parts thereof of the issuer in conflict with the provisions herein contained are, to the extentof such conflict, hereby superseded and repealed. SECTION 21. EFFECTI~ DATE. This ordinance shall take effect in the manner provided by law. PASSED AND ADOPTED ~is 9th d~ of August , 1976. A~ t: ~ M~or Deputy City Cle~ -17- CERTIFICATE I, Rosa M. Rotundo, Deputy City Clerk of the City'of Sanford, Florida, do hereby certify that a true and correct copy of the foregoing Ordinance No. 1349, PASSED and ADOPTED by the City Commission of the City of Sanford, Florida, on the 9th day of August, 1976, was POSTED at the front door of the City Hall in the City of Sanford, Florida, on the 10th day of August, 1976. As the Deputy City Clerk of the City of Sanford, Florida