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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. 2 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 3 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. 5 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 6 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 7 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. 8 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 ~ /