ORDINANCE NUMBER 2008-03

          WHEREAS, notice of intent to consider this Ordinance has been published and has been made available to the public for inspection by law;

          NOW, THEREFORE, BE IT ORDAINED BY THE TOWN OF SHALIMAR, FLORIDA:

Section 1.   Definitions

          "Act" shall mean Sections 163.01, Part I, et seq. and 159.01, et seq., Florida Statutes, Chapter 166, Part II, Florida Statutes, Chapter 420, Florida Statutes, Chapter 159, Part II, Florida Statutes, Chapter 617, Florida Statutes, and other applicable provisions of law, and this Ordinance.

          "Bonds" shall mean any revenue bonds authorized to be issued pursuant to this Ordinance.

          "Commission" shall mean the Town Commission of the Town of Shalimar, Florida.

          "Capital Projects" shall mean, but shall not be limited to, the development, acquisition, construction, equipping, furnishing, renovating, rehabilitating, or expanding of any one or more or any combination of the following:  utilities, courthouses, jails, prisons, work-release facilities, public buildings, roads and bridges, parking facilities, toll facilities, terminals, docks and wharves, piers, bulkheads, berthing facilities, cranes, loading and unloading equipment, machinery and facilities, open or enclosed warehouses, roads, bridges, highways, guide ways, tugs, railroads, switching lines and equipment, and multimodal transportation facilities for products and goods of all types, pipelines, transit, conveyance and transportation facilities, cargo and freight transportation, storage, transfer, warehousing, sorting, routing, distribution, dispatching and delivery facilities, coastal and inland port facilities, waterway, canal or watercourse development, construction and improvement projects, locks, dams and spillways, earth and water retention systems, turbines, boilers, reactors, energy resources, energy production and energy transmission facilities, alternative fuel production, conversion or processing facilities, playgrounds, recreation and tourism facilities, convention and arena facilities, sports facilities, entertainment facilities or attractions generally available to or intended for participation by the public, media production or distribution facilities, low and moderate income single-family, scattered site or multi-family housing facilities, assisted living facilities, retirement facilities, facilities in redevelopment or urban renewal areas, fire fighting, fire control and fire prevention facilities, social service centers, schools, educational facilities, dormitories and student housing facilities, stadiums, museums, facilities for training, exhibition or performance of the arts, child care facilities, acute, subacute, long term and clinical health care facilities and related facilities, terrestrial, hydroponic and aquatic nursery and farming facilities, agricultural and food production and processing facilities, prepaid arrangements for long-term supplies of energy, raw materials, fuel and natural resources for properties, enterprises, or projects of Participants or Public Agencies, office and administrative facilities, commercial and business facilities, facilities which relieve the burdens of government, any capital improvement constituting a "project" as defined in Chapter 159, Part II, Florida Statutes, any capital improvement described in Chapter 163, Florida Statutes, or Chapter 285, Florida Statutes, any capital project or program authorized to be financed by a municipality or Public Agency pursuant to any provision of applicable law, any capital project of a Public Agency, any capital project which may lawfully be financed by or on behalf of a Public Agency for a Participant or Participants, economic development or community development or redevelopment projects for on or behalf of any Public Agency, or by a Public Agency on behalf of a Participant and any and all real or personal property, interests in property, rights of way, leases, licenses, intellectual property, utilities and access infrastructure, software, communication, control, surveillance, protection, safety, security and monitoring systems, parking, illumination, storage, distribution or community use facilities and all other appurtenant and ancillary facilities, equipment, rolling stock, signage, garages, furnishings, fixtures, equipment, fencing, landscaping, and décor used or useful ,and any and all real or personal property in connection with same, together with reasonable working capital and capitalized costs, interest and interest rate hedging costs, capitalized good-will costs, franchise, permitting and licensing costs, the costs of compliance with laws and ordinances relating to the construction, renewal, repair, reconstruction, zoning or permitting of any capital project , and all ancillary, preliminary or startup expenses associated with any such project, facility, development or improvement, as well as all costs for the financing thereof.

          “Conduit Program”  shall mean any Financing Program that provides the benefits of public financing to any Public Agency or Participant and which implements or furthers the lawful purposes and objectives of the Town, including, without limitation, Capital Project financing or refinancing programs for Participants, programs for insurance, investment, and pooled risk, disaster recovery or mitigation programs, housing programs, economic development programs, tax credit programs, development or redevelopment programs, health care, assisted living or retirement programs, energy acquisition, production or generation or distribution programs, transportation and transit programs, tax-increment programs, mortgage loan programs, financing assistance programs for workforce and rental housing or for homebuyers, asset collateralization programs, sale and lease-back programs, lease participation programs and education and scholarship programs.

          "Costs" shall mean the cost of acquisition of sites; legal, fiscal, development, architectural and engineering fees; permitting and zoning expenses, surveying and site evaluation expenses, all expenses or payments in connection with a Program or Project which may be properly capitalized under generally accepted accounting methods, provision for debt service reserves, bond discount, the costs or payments in respect of interest rate hedging financial products or risk management expenses, refinancing costs, interest during the construction period and for a reasonable period of time thereafter, the expense of the issuance, authorization and sale of the Bonds, including the cost of advertisements, notices and other proceedings in connection therewith; all costs of financing or refinancing a Program or Capital Project, and such other expenses as are necessary or incidental to the costs authorized hereunder. 

          "Town" shall mean the Town of Shalimar, Florida. 

          "Interlocal Agreement" shall mean an agreement between the Town and another Public Agency, pursuant to which the Town and such Public Agency jointly exercise powers they share to finance Capital Projects or Conduit Programs or to establish, conduct or administer Financing Programs, including, without limitations the exercise of powers through a separate legal or administrative entity.

          "Financing Program" shall mean any plan of finance and financing program or mechanism for providing funds to finance or refinance Capital Projects or to finance or refinance and fund Conduit Programs under any provision hereof or under applicable laws, statutes or constitutional provisions.

          "Participant" shall mean any Public Agency (which may include the Town), or any private, not-for-profit or quasi-public organization, or any eligible individual or family, who, pursuant to a separate written agreement, participates in a Conduit Program or receives financing for a Capital Project under any Financing Program.  The term “Participant” shall include, without limitation,  any “person” as defined in Section 163.01(3)(e), Florida Statutes.

          "Public Agency" shall mean a town, municipality, county, school board, special district, or other public agency (as defined in Section 163.01, Florida Statutes), or a government, public or quasi-public body, sovereignty, foreign country or public authority, or an entity not for profit created or established under State or local law and controlled by or acting on behalf of such public agency, government, public or quasi-public body, sovereignty, or public authority, having power to finance a Conduit Program or Capital Project for itself or for the benefit of another Participant.

          "Revenues" shall mean any specified revenues of the Town collected by or accruing to the Town other than by the exercise of ad valorem taxing power of the Town or taxation in any form on any real property or personal property therein, whether such revenues are now in existence or may hereafter be in existence, including revenues of a project financed hereunder or revenues made available pursuant to financing agreements with Participants, entered into in connection with the financing of a Capital Project or Conduit Program hereunder, and shall also include, without limitation, any specified amounts available under any credit enhancement instrument, interest hedging arrangement, or liquidity, guaranty, repurchase, investment or surety instrument. 

          "State" means the State of Florida.

Section 2.     Findings and declaration of necessity. 

          (1)     Pursuant to the Act, the Town is authorized to borrow money, contract loans, and issue bonds from time to time for Financing Programs for the purposes permitted by the State Constitution.

          (2)     It is necessary for the public health, safety and general welfare of the Town and the State that provisions be made for the establishment of Financing Programs which serve a lawful public purpose.

          (3)     The Town is authorized by the Act, among other things, to cooperate with other Public Agencies in the exercise of their common powers, including, without limitation, their powers to borrow money and finance or refinance Capital Projects and to finance, refinance, fund and operate Conduit Programs.

          (4)     Pursuant to the Act, the Town may issue its revenue Bonds for the purpose of (i) funding Conduit Programs which serve a public purpose and provide financing for eligible  Participants including, without limitation, financing Capital Projects to be owned or used by such Participants, or (ii) financing or refinancing facilities comprising Capital Projects for the use or benefit of one or more Participants, and, as security for the payment of the principal of, and the interest on any such revenue Bonds so issued, to pledge the Revenues from or in connection with any such facilities or from or in connection with any financings or loans provided or made by the Town.

          (5)     In order to establish a Financing Program, the Town may agree to authorize, issue, sell and deliver its revenue Bonds from time to time, and to enter into Interlocal Agreements with Public Agencies and/or financing agreements with Participants to implement such purpose.

          (6)     The proceeds of the sale of the Bonds will be used: (1) to provide funds to loan to Participants and to acquire obligations issued by Participants, for the purpose of, and in order to assist the Participants in, financing or refinancing of the acquisition, erecting, extending, improving, equipping or repairing Capital Projects, (2) to fund Conduit Programs for the use or benefit of  Participants, (3) to provide Capital Projects for Public Agencies, including, without limitation, the Town, and (4) to pay certain fees and Costs incurred in connection with the foregoing and the issuance of the Bonds; and

          (7)     It is further found and declared that the establishment of Financing Programs will promote the public health, education and welfare and will significantly increase opportunities for employment for the citizens and residents of the Town and its environs, thus improving economic conditions, increasing economic prosperity and the tax base, multiplying the expenditures within the Town for construction of public works, housing and businesses and provision of services therein, reducing the burdens of public welfare, publicly assisted housing, charity health care, economic difficulties and other burdens of government emanating from unemployment and underemployment, lack of economic opportunities and public services and facilities, and improving the quality of life and attractiveness of the area to additional new industries.

          (8)     It is further found and declared that the powers conferred by this Ordinance are for public uses and purposes for which public money may be expended and the necessity in the public interest for the provisions herein enacted is hereby declared as a matter of legislative determination.

          (9)     It is further found and declared that the Financing Programs contemplated herein will enable the Town and Public Agencies to serve the public purposes for which they were created; that the preservation or enhancement of the tax base from which a taxing authority realizes tax revenues is essential to its existence and financial health; that the preservation and enhancement of such tax base is implicit in the purposes for which a taxing authority is established; that economic development through the employment opportunities afforded by certain Conduit Programs and Capital Projects, when complete, will enhance such tax base and provide increased tax revenues to all affected taxing authorities, increasing their ability to accomplish their other respective purposes;  that the establishment of Programs will improve the economic and living conditions of the beneficiaries of such Program, thereby enhancing the tax base of the Public Agencies in which such Borrowers live or work; and that the preservation and enhancement of the tax base in such areas bears a substantial relation to the purposes of such taxing authorities and is for their respective purposes and concerns. 

Section 3.     Authorization of Financing Programs and financing of Projects.

The Town is hereby authorized to (i) finance, acquire, construct, furnish and equip Capital Projects in its own jurisdiction and in the jurisdiction of other Public Agencies where the Town is authorized to operate or with which the Town has entered into an Interlocal Agreement, and (ii) provide and establish Conduit Programs for Participants within its own jurisdiction and in the jurisdiction of other Public Agencies where the Town is authorized to operate or with which the Town has entered into an Interlocal Agreement.  The appropriate officers of the Town are hereby authorized to implement Financing Programs, and in furtherance thereof, to enter into such Interlocal Agreements with Public Agencies and into financing agreements with Participants, all as authorized from time to time by resolution of the Commission duly adopted. Nothing herein shall be deemed to authorize any financing to the extent that the same is prohibited by the applicable provisions of the Florida Constitution.

Section 4.     Declaration of Purpose.

It is hereby determined and declared that the purpose of this Ordinance is to provide financing assistance which will aid the Town and the Participants, and will assist the Town and Participants in financing the cost of Capital Projects.  It is hereby further determined and declared that the implementation of the Financing Programs, the establishment and funding of such Conduit Programs and the financing of such Capital Projects are for a proper and appropriate public purpose of the Town. 

Section 5.     Borrowing.

For the purpose of providing funds for the Financing Programs authorized by Section 3 of this Ordinance and to pay the costs incurred in connection therewith, the Town is hereby authorized to issue Bonds payable solely from Revenues, or any specific portion thereof, as provided by resolution of the Commission.

          Bonds herein authorized to be issued may be issued and sold at one time or from time to time, and shall bear such date or dates, be in such denomination or denominations, be in coupon or registered form, be payable at such place or places, within or without the State, bear interest at such rate or rates not exceeding the maximum rate, if any, established by State law, payable at such times and with such frequency, and shall mature at such time or times, not exceeding forty (40) years from their date, with or without the privilege of prior redemption by the Town and upon such terms or conditions and with such redemption premium as may be determined by the Commission in the resolution or resolutions authorizing the Bonds.  The Bonds shall be signed either by the manual or facsimile signature of the Mayor or Mayor Pro-Tem and shall bear the seal of the Town affixed, imprinted or reproduced thereon, attested by the Town Clerk or any deputy, provided that at least one signature (which may be that of a trustee, registrar or authenticating agent) is manually executed thereon, and the coupons attached to the Bonds shall bear the facsimile signatures of such officers as may be determined by the Commission in the resolution or resolutions authorizing the Bonds.  The Bonds shall be sold at public or private sale, with or without advertisement or prior notice, as may be determined by the Commission in accordance with Florida law at a price not less than that authorized by Florida law.  Pending the preparation of definitive Bonds, temporary bonds, or interim receipts or certificates may be issued to the purchaser or purchasers of Bonds sold pursuant to this Ordinance.  Such receipts or certificates shall be in such form and with such provisions as the Commission may determine. 

Section 6.     Permitted Covenants.

Any resolution or resolutions authorizing the issuance of Bonds under this Ordinance may contain any covenants with the bondholders deemed necessary to make the Bonds secure and marketable, including, but without limitation, covenants regarding the application of the Bond proceeds; the pledging, the application, securing and continuation of Revenues; the creation and maintenance of reserves; the investment of funds; the issuance of additional Bonds; insurance and insurance proceeds; letters of credit and other enhancements; accounts and audits; the sale of Bond financed properties; remedies of bondholders; the vesting in a trustee or trustees of such powers and rights as may be necessary to secure the Bonds and the revenues and funds from which they are payable; the terms and conditions upon which bondholders may exercise their rights and remedies; the replacement of lost, destroyed or mutilated Bonds; the definition, consequences and remedies of an event of default; the amendment of such resolution; and the appointment of a receiver in the event of default.

          The Town recognizes the right of any holder of the Bonds, including any trustee for any bondholders, to enforce his or their rights against the Town, its Commission or any officer, agent or employee thereof by mandamus, injunction or other action in any court of competent jurisdiction, subject to the covenants included in the Bond resolution.  No Bonds or other obligations issued by a separate legal or administrative entity as contemplated by Section 15 hereof, and no undertaking of such entity, shall in any way obligate the Town, its Commission or any officer, agent or employee thereof in any manner whatsoever, except to the extent provided in any financing agreement executed by the Town as a Participant in a Financing Program of such entity, and except as provided in Section 10 hereof.

          All sums received as accrued interest from the sale of any Bonds shall be applied to the payment of interest on the Bonds. 

          Unless otherwise provided in the resolutions authorizing the Bonds, Bonds issued pursuant to this Ordinance executed by officers in office on the date of such execution shall be valid obligations of the Town notwithstanding that before the delivery thereof any or all of the persons executing the same shall have ceased to be such officers.

Section 7.     Pledge of Revenues.

The principal of and interest on the Bonds authorized to be issued by the Town pursuant to this Ordinance shall be payable from such Revenues, or specific portions thereof, as determined by resolution of the Commission prior to the issuance thereof, subject only to (1) contract rights relating to such revenues or portions thereof vested in the holders of any prior Bonds and (2) such other obligations as the Commission may determine by resolution. 

Section 8.     Obligations not General Obligation Debt of Town.

Neither the Bonds nor coupons authorized hereunder nor any interlocal agreement or financing agreement or other contract or instruments authorized or permitted hereunder shall be or constitute a general obligation of the Town within the meaning of the Constitution of Florida, but shall be limited and special obligations payable solely from Revenues as herein provided, and only in the manner and to the extent provided in the bond, contract or instrument.  No holder or holders of any Bonds or any coupons appertaining thereto issued by resolution pursuant to this Ordinance shall ever have the right to compel the exercise of the ad valorem taxing power of the Town or taxation in any form of any real and personal property therein to pay such obligations or the interest thereon or be entitled to payment of such principal and interest from any other funds of the Town except from the Revenues as provided herein.  

Section 9.     Referendum and Election.

No referendum or election shall be required for the exercise of any of the provisions of this Ordinance, unless such referendum or election is required by the Constitution of Florida in connection with a pledge of specific Revenues by a Public Agency Participant. 

Section 10.   Power to Amend.

The Town does hereby covenant with the holders of Bonds issued pursuant to this Ordinance that it will not enact any ordinance which will repeal, impair or amend in an manner the rights of such bondholders nor the security of the funds which may be pledged to the payment of principal of and interest on Bonds issued pursuant to this Ordinance. 

Section 11.   Refunding Bonds.

The Town may by resolution issue Bonds to refund any Bonds issued pursuant to this Ordinance or any obligations payable from revenues allocable to or for the benefit of the Town and provide for the rights of the holders thereof.  Such refunding Bonds may be issued in an amount sufficient to pay the principal of the outstanding Bonds to be refunded, the interest due and payable on the outstanding Bonds to be refunded to the maturity thereof or, at the option of the Town, to a redemption date on which such Bonds may be callable prior to maturity, and, if redeemed, the redemption premium, if any, due upon such date of redemption, and any expenses of the issuance and sale of such refunding Bonds.  Bonds may be issued hereunder for the combined purposes of refunding outstanding Bonds, and financing or refinancing Conduit Programs and Capital Projects.

Section 12.   All necessary Action.

The appropriate officers of the Town are hereby authorized and empowered to enter into financing agreements, contracts, swap agreements, investment agreements, escrow agreements, repurchase agreement, reverse repurchase agreements, hedges, caps, collars and other financial instruments or investments of all kinds in connection with the issuance of Bonds as herein provided and in connection with the investment of proceeds thereof, all as provided by resolution of the Commission duly adopted or trust indenture duly authorized and executed by the Town.

Section 13.   Effect of Ordinance.

This Ordinance shall not be deemed to repeal or supersede any other law or laws, but shall be considered as supplemental and additional authority to the Commission to carry out and perform the powers authorized herein. 

Section 14.   Filing.

Upon its adoption, this Ordinance, as enacted, shall be signed by the Mayor and Town Clerk and recorded as provided in Section 166.041, Florida Statutes.  This Ordinance shall take effect upon its adoption. 

Section 15.   Governing Body; Agency.

A.      All power and authority granted to the Town by the provisions of this Ordinance shall be exercised by the Commission or its successors as the governing body of the Town.  The Commission may delegate to the Mayor or other appropriate official of the Town and responsibilities hereunder which may legally be delegated to such official.  The administration of any Financing Program established hereunder may be performed pursuant to contract with any firm, person or corporation approved or established by the Town, as such duties regarding the issuance and administration of the Bonds and the funds and accounts of the Financing Program may be delegated to any corporate trustee with or without the State.

          B.       Notwithstanding the foregoing, the Town may provide that a separate legal or administrative entity is authorized to exercise the powers under this Ordinance.  Such separate legal or administrative agency may be created pursuant to any applicable statute (including, without limitation, laws providing for creation of limited liability companies or corporations), ordinance, or resolution, and/or pursuant to Interlocal Agreement entered into by the Town pursuant to Section 163.01, Florida Statutes.  Unless otherwise expressly provided by ordinance or resolution of the Town, no such Interlocal Agreement, nor any obligation, contract or instrument entered into by such entity, shall be deemed to authorize, create or establish any liability of the Town to pay the principal of, interest on, or other amounts due in connection with any bonds or other obligations issued by such separate legal or administrative entity, or to otherwise cause the Town to be liable for any obligation with respect thereto. 

Section 16.   Severability.

The provisions of this Ordinance are intended to be severable.  If any one or more sections, paragraphs, sentences, clauses or provision shall be held to be illegal or invalid, the remaining sections, sentences, clauses and provisions of this Ordinance shall nevertheless stand and be construed as if the illegal or invalid sections, sentences, clauses or provisions had not been included herein.

Section 17.   Ordinances in Conflict Repealed.

All ordinances or parts thereof in conflict with the provisions of this Ordinance are, to the extent of such conflict, hereby repealed.”

IN WITNESS WHEREOF, the parties have caused this Ordinance to be executed by their duly authorized officers.

First Reading:

October 9, 2007

Second Reading:

November 13, 2007