366-Bond Lease Purchase IN THE CIRCUIT COURT OF THE
EIGHTEENTH JUDICIAL CIRCUIT, IN
AND FOR SEMINOLE COUNTY, FLORIDA
CIVIL CASE NO. 89-5055-CA-02-L
CITY OF SANFORD, FLORIDA
a municipal corporation and
political subdivision of the
State of Florida
Plaintiff, VALIDATION OF THE OBLIGATIONS
OF THE CITY OF SANFORD, FLORIDA
v. ARISING.UNDER A LEASE
.AGREEMENT WITH OPTION TO
THE STATE OF FLORIDA, and the PURCHASE RELATING TO VALID~:~
taxpayers, property owners MUNICIPAL PURPOSES
and citizens of Seminole County
Florida, et al.,
Defendants. ~.~
FINAL JUDGMENT
The above and foregoing cause came on for final hearing on
the date and at the time and place set forth in the Order to Show
Cause heretofore issued by this Court and in the notice addressed
to the State of Florida and to the several property owners, tax-
payers, and citizens of the City of Sanford, Florida, including
non-residents owning property or subject to taxation therein, and
all 6thers having ~r Claiming any right, title or interest in
property to be affected by the obligations arising under a Lease
Agreement with Option to Purchase, and the State Attorney for the
Eighteenth Judicial Circuit of Florida having been served with a
copy of the Complaint and the Order to Show Cause and having
filed an Answer herein, and the Court having considered the
Complaint and the Answer, heard testimony and having considered
other evidence presented, and being fully advised in the
premises, finds as follows:
1. This action and the proceedings incident thereto are of
the character and nature which entitle the City of Sanford,
Florida (the "City") to proceed under and by virtue of the
authority contained in Chapter 75, Florida Statutes, for the
purpose of having the right of the City to enter into and incur
obligations under a Lease Agreement with Option to Purchase (the
"Lease"), hereinafter described, determined and this Court has
jurisdiction of this cause, the subject matter hereof and over
all parties hereto and this Court is the proper forum to
determine the legality and validity of said obligations of the
City under the Lease and all matters and proceedings connected
therewith.
2. The Order to Show Cause heretofore entered in this cause
by the Court on the 28th day of September, 1989, giving due and
proper notice as required by law to the State of Florida and the
several property owners, taxpayers and citizens thereof and the
City of Sanford, Florida, including nonresidents owning property
or subject to taxation therein, and all others having or claiming
any right, title or interest in property to be affected by the
incurrence of the obligations of the City under the Lease herein
sought to be validated or to be affected in any way thereby, was
duly published by the Clerk of this Court in The Sanford.Herald,
a newspaper published and Of general circulation in the City of
Sanford, once each week for three (3) consecutive weeks, the
first publication theFeof having been made at least twenty (20)
days prior to the date set for this hearing, all as 'required by
Chapter 75, Florida Statutes, as aforesaid, as appears from the
Affidavit and Proof of Publication containing a true copy of the
said Order to Show Cause made by the publisher of TheSanford
Herald, received in evidence in these proceedings.
3. All persons required to be served with copies of the
Complaint in these proceedings have been served in full
compliance with Chapter 75, Florida Statutes.
4. No taxpayer, citizen or other person has intervened or
made application to become a party to the proceedings for the
purpose of interposing objections to the granting of the prayers
set forth in the Complaint as provided by law.
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IT IS, THEREFORE, ORDERED AND ADJUDGED:
1. Chapter 166, Florida Statutes, as amended (herein
sometimes referred to as the "Act"), is in all respects a valid
statute enacted in accordance with the Constitution of Florida
and is constitutional in all respects.
2. The City is a municipal corporation and political
subdivision of the State of Florida and is authorized to enter
into lease purchase ~greements relating to acquisition,
construction and equipping of projects for valid municipal
purposes, as defined in the Act.
3. The City of Sanford Finance Corporation (hereinafter
sometimes referred to as the "Finance Corporation") will be a
Florida not-for-profit corporation to be duly organized under
Chapter 617 of the Florida Statutes and will be authorized
thereunder and under its Bylaws (a proposed copy of which is
attached to the Complaint filed in this cause and received in
evidence herein) to issue certificates in connection with the
lease/purchase by the City of projects which constitute valid
municipal purposes u~e~ the Act.
4. Pursuant to the laws of the State of Florida, the City
did adopt Resolution.' No. 1568 on September 25, 1989 (the
"Authorizing Resolution," a copy of which is attached to the
Complaint filed in this cause and received in evidence herein)
designating the Finance Corporation to act on behalf of the City
in issuing the Certificates, herein described. Such Finance
Corporation may be requested by the City to issue the
Certificates pursuant to Internal Revenue Ruling 63-20.
5. The "Authorizing Resolution" approves the execution and
delivery of a Trust Indenture (herein sometimes referred to as
the "Indenture") between the Finance Corporation and a bank or
trust company authorized to conduct trust business in the State
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of Florida, as Trustee (a draft of which is attached to the
Complaint filed in this cause and received in evidence herein) in
order to provide for the issuance and sale of evidences of
indebtedness (herein sometimes referred to as the
"certificates") to finance costs of the Project which Project
will be leased by the Finance Corporation to the City pursuant to
the Lease between the Finance Corporation and the City (a draft
of which is attached to the Complaint filed in this cause and
received as evidence herein).
6o The Project consists of the acquisition and construction
of a fire station, including related equipment, and the
acquisition of certain equipment to be used for other valid
municipal purposes more fully described on Exhibit B attached to
the Complaint filed in this cause.
7. In consideration of the payment of ground rent by the
Finance Corporation to the City and the financing of the Project
by the Finance C~rporation on behalf of the City, the Land
included within the Project which is owned by the City as of the
date of the issuance of.the Certificates will be leased by the
City to the Finance Corporation pursuant to a ground lease
between the City and the Finance Corporation or, in the
alternative, will be transferred by the City to the Finance
Corporation. The land to be ground leased to the Finance
Corporation, together with all improvements thereon and the
Building and Equipment located on the land and elsewhere on
property of the City will be leased by the Finance Corporation
to the City for valid municipal purposes pursuant to the Lease.
8. The Lease provides for an Initial Term terminating at
the end of the current fiscal year of the City on September 30,
1990 with not to exceed twenty-five successive annual renewal
Lease Terms of one year each commencing on October 1 of each year
provided that the City lawfully appropriates revenues that may be
budgeted therefor. The Lease provides that the City may only
appropriate rent payments from its Non-Ad Valorem Revenues.
9. The Lease provides that the City may determine not to
make any appropriation for rent in any year's budget and thereby
terminate all of its obligations to pay rent under the Lease,
without liability to the City. Thereupon, the term of the Lease
expires. Thereafter, the Finance Corporation may pursue any
available legal remedies, including, but not limited to, re-
entering and taking possession of the Project and excluding the
City from using same, accelerating all rent for the current
fiscal year of the City for which a lawful appropriation for
payment of rent under the Lease has been made, and disposing of
its ground lessee's or fee interest in the Project, as
applicable.
10. The Lease provides that in the event that the requisite
appropriations are lawfuily made in an approved budget for a
fiscal year of the City, rent for such fiscal year of the City
shall 'be payable by,.the City solely from its Rent Payment Fund
out of any available funds and the payment of such rent is
absolute and unconditional, without any.set-off, counterclaim,
abatement, deduction or defense whatsoever, the risk of loss of
the Project being entirely assumed by the City. The Lease
provides that, upon the occurrence of a default thereunder, the
Finance Corporation may pursue all available legal remedies,
including, but not limited to, re-entering and taking possession
of the Project (other than certain equipment identified in the
Lease) and excluding the City from using same, and terminating
the Lease and accelerating all rent for the current fiscal year
of the City for which a lawful appropriation for payment of rent
under the Lease has been made.
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11. The obligations of the City to make rent payments, and
all other payments provided for in the Lease, will be paid solely
from the City's Non-Ad Valorem Revenues to the extent budgeted
and appropriated by the City for such purpose, and such
obligations do not constitute a general indebtedness of the City
and neither the full faith and credit of the City, nor the State
of Florida or any political subdivision or agency thereof, is
pledged to the payment of any amount due under the Lease.
12. The Certificates will be either (i) the non-recourse
obligations of the Finance Corporation payable solely by the
Finance Corporation from the rent paid by the City to the Finance
Corporation, assigned by the Finance Corporation to the Trustee
and held as part of the Trust Estate and from the Funds held by
the Trustee representing the proceeds of the issuance of the
Certificates and held as part of the Trust Estate or (ii)
fractional interests in the Lease evidencing the City's
obligations to pay Rent thereunder.
13. In order to secure th~ obligations of the Finance
Corporation under ~be'Indenture and the Certificates, the
interests of the Finance Corporation in the Project (but not of
the interests of the City in the Proj.ect), which have been
acquired by the Finance Corporation from the proceeds of the
Certificates, are to be mortgaged and assigned by the Finance
Corporation to the Trustee as of the date of the issuance of the
Certificates pursuant to a Mortgage and Security Agreement
(herein sometimes referred to as the "Mortgage") and an
Assignment of Leases, Rents and Profits (herein sometimes
referred to as the "Assignment"). The Mortgage will impose a
lien only upon the interests of the Finance Corporation in the
Project, and will not impose a lien upon any property or
interests of the City. The Mortgage and the Assignment are
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subject and subordinate to the City's rights under the Lease as
provided in Section 19 of the Lease. The Indenture provides
that, upon the occurrence of a default thereunder, the Trustee
may re-let and/or sell the interests of the Finance Corporation
in the Project.
14. The Authorizing Resolution and the Indenture provide
that the Certificates do not constitute.a general obligation or a
pledge of the faith and credit of the Finance Corporation, the
City, Seminole County or the State of Florida, or any political
subdivision thereof, and neither the Finance Corporation, the
City, Seminole County, the State or any political subdivision
thereof nor shall the Certificates be payable out of any funds
except the Trust Estate.
15. The leasing Of the Project from the Finance Corporation
to the City pursuant to the Lease complies with the Act, and the
obligations of the City under the Lease are in all respects valid
obligations of the City.
16. The obligation of the City to make rent payments, and
all other payments p~ovided for in the Lease, does not constitute
a general indebtedness nor a pledge of the faith and credit or
taxing power of the-City, Seminole County, the State of Florida
or any political subdivision thereof.
17. The proceeds of the Certificates shall be used to
finance costs of the Project, which Project will be leased by the
Finance Corporation to the City, all as provided in the Act.
18. The remedies under the Indenture, the Mortgage and the
Assignment upon a default under the Indenture, including the
Trustee's rights to re-let and/or sell the interests of the
Finance Corporation in the Project, are legal under the Act.
19. The payment obligations of the City are limited to
amounts appropriated for rent payments by the City in each fiscal
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year of the City.
20. The remedies under the Lease upon a default thereunder,
including the rights of the Finance Corporation to accelerate all
rent for the current fiscal year of the City for which a lawful
appropriation therefor has been made, and to re-enter and take
possession of the Project and to exclude the City from using
same, are legal under the Act.
21. The leasing of the Project to the City, all in
accordance with the Act, the Authorizing Resolution, the
Indenture and the Lease are for a proper public purpose, are not
contrary to the Florida Constitution, applicable Florida Statutes
or to public policy and are in all respects authorized by and in
accordance with the intent and purpose of the applicable
statutes.
22. All acts and things required to be done by the City and
the Finance Corporation precedent to or in connection with the
incurrence of the obligations under the Lease by the City have
been done in proper form and sequence and all requirements of the
Constitution and laws of'the State of Florida pertaining thereto
have been strictly followed.
23. The Court has carefully examined the Answer of the
State Attorney and neither said Answer nor the evidence produced
before the Court shows any cause or reason why the prayer or the
Complaint in this cause should not be granted, or discloses any
irregularity or illegality in the Lease or the procedures
incident to the incurfence of the obligations thereunder. All
defenses and objections contained in the Answer are hereby
overruled and dismissed.
24. The obligations of the City under the Lease and all
matters and proceedings connected with the incurrence of such
Obligations are hereby validated and confirmed.
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DONE AND ORDERED at the Courthouse in Sanford, Seminole
Copies furnished to:
Norman F. Wolfinger
State Attorney - . .............................
G. Keith Quinney, Jr., EsqUire
Bryant, Miller and Olive, P.A.
William L. Colbert, Esquire
Stenstrom, McIntosh, Julian, Colbert,
Whigham & Simmons, P.A.
· CERTIFF..D, C
M ANN MOR ~
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