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Ordinance_91_09/14/1964
ORDINANCE NO. 91 AN ORDINANCE AUTHORIZING THE CONSTRUCTION, EQUIPPING AND FURNISHING OF A VILLAGE HALL IN THE VILLAGE OF'TEQUESTA FLORIDA; AU- THORIZING THE ISSUANCE OF $148,000 EXCISE TAX REVENUE BONDS TO FINANCE THE COST THERE- OF, SUCH BONDS TO BE PAYABLE FROM THE CIGAR - ETTE TAXES, FRANCHISE TAXES AND UTILITIES SERVICES TAXES'COLLECTED IN SAID VILLAGE AND PROVIDING.FOR THE RIGHTS OF THE HOLDERS OF SUCH BONDS. BE IT ORDAINED BY THE VILLAGE COUNCIL OF TEQUESTA, FLORIDA-. ARTICLE I 1,01, AUTHORITY FOR THIS ORDINANCE. This ordinance is enacted pursuant to the provisions of Chapter 57 -1915, Laws of Florida, Acts of 1957, as amended, being the Charter of the Village of Tequesta, Florida, Chapter 210, Florida Statutes, Section 167. 31, Florida Statutes, and other applicable provisions of lawn It is hereby found and determined as follows: (A) That the construction of a Village Hall and the equipping and furnishing of Village Fall, (hereinafter called "Municipal Improvements "), is imperative in order to preserve the public health, safety and general welfare of the citizens of said Village,,and it is essential that such Municipal Improvements be accomplished as provided in this ordinance, (B) That pursuant to Chapter 210, Florida Statutes, the Village of Tequesta, Florida, has heretofore enacted an ordinance under date of June 28, 1963, levying municipal taxes on cigarettes and it is deemed necessary and desirable to pledge such Cigarette Taxes to the payment of-the principal of and interest on the Bonds issued pursuant to this ordinances (C) That pursuant to the Charter of the Village of Tequesta, and other applicable provisions of law, the Village of Tequesta has heretofore under date of September 6, 1960, enacted an ordinance granting to the Florida Power and Light Company an electric franchise, for a period of thirty (30) years and pursuant thereto said City derives y r and will derive Franchise Taxes and said Franchise Taxes are not pledged or encumbered in any manner, and it is deemed necessary and desirable to pledge such Franchise Taxes, during the period of such franchise and any extensions or renewal thereof, to the payment of the principal of and interest on the Bonds issued pursuant to this ordinance, (D) That pursuant to Section 167,431, Florida Statutes, and other applicable provisions of law, the Village of Tequesta, Florida, has heretofore enacted an ordinance under date of July 8, 1958, levying and imposing a tax on each and'every purchase of electricity, bottled gas and local telephone service within the corporate limits of the Village, in the amount of the percentages provided therein of the pay- ments received by the seller of such utilities services from the pur- chaser for'the purchase of such utilities services, and said Utilities Services Taxes are not pledged or encumbered in any manner. (E) That the revenues to be derived from said Cigarette Taxes, Franchise Taxes and Utilities Services Taxes (hereinafter some- times collectively referred to as "Excise Taxes ") will be sufficient to pay all of the principal of and interest on the Excise Tax Revenue Bonds authorized by this ordinance, as the same shall become due, and all reserve, sinking fund or other payments provided for herein, (F) That the principal of and interest on the Excise Tax Revenue Bonds to be issued pursuant to this ordinance, and all of the reserve, sinking fund and other payments provided for in this ordinance will be paid solely from said Excise Taxes pledged therefor by this ordinance; and it will never be necessary or authorized to levy taxes on any real property in said Village to pay the principal of and in- terest on the Excise Tax Revenue Bonds to be issued pursuant to this ordinance, or to make any of the reserve, sinking fund or other pay- ments provided for in this ordinance, and said Excise Tax Revenue Bonds shall not constitute a lien upon any of the properties of the Village of Tequesta., except upon said Excise Taxes as defined in this ordinance, -2- (G) That there is hereby authorized the construction, equipping and furnishing of a Village Hall substantially in accordance with the plans and specifications prepared by Dillard Duff, Architect, 49e+.+ig -- and heretofore filed with the Village Council of said Village, at an estimated cost of $148,000; and other purposes appurtenant, necessary or incidental thereto, Such cost shall be deemed to include the cost of the construction or acquisition of the said improvements, including the acquisition of any lands or interest therein or any other properties deemed necessary or convenient therefor; in- terest upon the Excise Tax Revenue Bonds issued pursuant to this ordi- nance prior to, and during and for six months after the completion of such improvements, engineering, architectural and legal expenses; ex- penses for plans, specifications and surveys; the fees of fiscal agents, financing advisors or consultants; administrative expenses relating solely to such improvements; and such other expenses as may be necessary or incidental to the financeing authorized by this ordinance, and the construction of the improvements authorized by this ordinance. 1,02, ORDINANCE TO CONSTITUTE CONTRACT, In consideration of the acceptance of the Bonds authorized to be issued hereunder by those who shall hold the same from time to time, this ordinance shall be deemed to be and shall constitute a contract between the Village of Tequesta, Florida, and such Bondholders, and the covenants and agreements herein set forth to be performed by said Village shall be for the equal benefit, protection and security of the legal holders of any and all of such Bonds and the coupons attached thereto, all of which shall be of equal rank and without preference, priority or distinct i on of any of the Bonds or coupons over any other thereof except as expressly provided therein and herein. .1,03. DEFINITIONS, The following terms shall have the following meanings in this ordinance unless the text otherwise ex- pressly requires: -3- (A) ' "Village" shall mean the Village of Tequesta, Florida. (B) "Acts" shall mean Chapter 15-1915, Laws of Florida, Acts of 1957, as amended, Chapter 210, Florida Statutes, Section 1670431, Florida Statutes and other applicable provisions of law. (C) "Bonds" shall mean the $1 Excise Tax Revenue Bonds originally authorized to be issued pursuant to this ordinance, together with any pari passu additional Bonds hereafter issued under the terms, conditions and limitations contained in this ordinance, and the interest coupons attached to said Bonds, (:0) "Holder of Bonds" or "Bondholder ", or any similar terms, shall mean any person who shall be the bearer or owner of any outstanding; Bond or Bonds registered to bearer or not registered, or the registered owner of any outstanding Bond or Bonds which shall at the time be registered other than to bearer, or of any coupons repre- senting interest accrued` car to accrue on said Bonds, (E) "Cigarette Taxes" shall mean the taxes levied and collected on cigarettes in said Village pursuant to Chapter 210, Florida Statutes, and pursuant to said ordinance enacted on June 28, 19630 (F) "Franchise Taxes" shall mean the payments made to the Village, as Grantee, by the Florida Power and Light Company, as Grantor, pursuant to the provisionn of an ordinance duly enacted on September 6, 1960 by the Village Council of the Village of Tequesta. (g) "Utilities Services Taxes" shall mean the utilities services taxes levied and collected in said Village pursuant to Section 167,431, Florida Statutes, and said ordinance enacted on July 8, 19580 (H) Words importing singular number shall include the plural number in each case and vice versa, and words importing,per- sons shall include firms and corporations, -4- ARTICLE II AUTHORIZATION, TEEMS AND FORM OF BONDS 2,01. AUTHORIZATION OF BONDS, Subject and pursuant to the provisions of this ordinance, obligations of the Village of Tequesta, to be known as "Excise Tax Revenue Bonds" are hereby author- ized to be issued in the aggregate principal amount of not exceeding One Hundred Forty -Eight Thousand Dollars ($148,000), for the purpose of financing the cost of skid Municipal Improvement as provided in Section 1001 (C) hereof. 2,02. DESCRIPTION OF BONDS, The Bonds shall be dated October 1, 1964, shall be in the denomination of $1 0 000 each, shall be numbered from 1 to 1 both inclusive; shall bear interest at various rates not exceeding the legal rate of interest, payable semi- annually on October 1 and March 1 of each year, and shall mature seri- ally in numerical order, lowest numbers first, on October 1 of each year, in the years and amounts and rates as follows: Year Amount Rate 1966 $ 7,000 3 3/ 1967 8,000 3 3/4% 1968 8, 000 3 3/4% 1969 8,000 3 3/4% 1970 9,000 14000 % 1971 9,000 1 4000 1972 9,000 1 4.00 % 1973 10,000 4,00 19714 10,000 4.00 1975 11,000 1 4 1/ 1976 11,000 4 1/4% 1977 11,000 4 1/4% 1978 12,000 4 1 /4% 1979 12,000 4 1/ 1980 13 4 1/4% The Bonds maturing in the years 1975 to 1980 both in- clusive, shall be redeemable prior to their respective stated dates of maturity, at the option of the Village, on October 1, 197 1 4 3 or on any interest payment date thereafter, in whole or in part but in in- verse order of maturities and -by lot within maturities if less than a full maturity, at the price of par and accrued interest, plus -5- the following premiums, expressed in the percentages of the par value thereof, if redeemed in the following gears Three per centum (3 %) of the`par value thereof if redeemed on or before October 1, 197+9 Two and one -half per (2 1/2%) of the par value thereof if redeemed thereafter but on or before October 1, 1 9759 Two per centum (2,%) of the par value thereof if redeemed thereafter but on or before October 1, 1976; One and one -half per centum (1 1/2 %) of the par value thereof if redeemed thereafter but on or before October 1, 19779 One per centum (1 %) of the par value thereof if redeemed thereafter prior to maturity, The Bonds maturing in the years 1966 to 1974, both inclu- sive, shall not be redeemable prior to their respective stated dates of maturity. A notice of such redemption shall be published at least once at least thirty (30) days prior to the date of redemption in a financial paper published in the City of New York, New York. In- terest shall cease to accrue on any Bonds duly called for prior re- demption after the redemption date, provided payment thereof has been duly provided for. Said Bonds shall be issued in coupon form, shall be payable with respect to both principal -and interest at the Manufacturers Hanover Trust Company, New York City, New York and shall be payable in lawful money of the United States of America, and shall bear in- terest from their date, payable in accordance with and upon surrender of the appurtenant interest.coupons as they severally mature. 2.03. EXECUTION OF BONS AND COUPONS. Said Bonds shall be executed in the name of the Village by its Mayor, and counter- signed and attested by - its Tillage Clerk, and its corporate seal shall be affixed thereto, or imprinted or reproduced thereon. The signatures of said Mayor and Village Clerk may be manual or facsimile signatures; provided, however, that one of said signatures on said -6- Bonds shall'be a manual signature. In case any one or more of the officers who shall have signed or sealed any of the Bonds shall cease to be such officer of the Village before the Bonds so signed and sealed shall have been actually sold and delivered, such Bonds may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office. Any Bond may be signed and sealed on behalf of the Village'by such person as at the actual time of the execution of' such Bonds shall hold the proper office in the _Village, although 'at the date of such Bonds such person may not have held such office or may not have been so authorized,, The coupons to be attached to the B©nd nand the validation certificate on the back of said Bonds shall be authenticated with the facsimile signatures of the present or any future Mayor and Village Clerk of said Village, and the Village may adopt and use for that purpose the facsimile signature ofa,ny person who shall have been such Mayor or Village Clerk at any time on or after the date of the Bonds, notwithstanding that he may have ceased to be such Mayor or Village Clerk at the time when said Bonds shall be actually sold and delivered. 2044. NEGOTIABILITY AND REGISTRATION. The Bonds shall be, and have all the qualities and incidents of, negotiable instruments under the law merchant and the Negotiable Instruments Law of the State of Florida, and each successive holder, in accepting any of said Bonds or the coupons appertaining thereto, shall be conclusively deemed to have agreed that such Bonds shall be and have all of the qualities and incidents of negotiable instruments under the law mer- chant and the Negotiable Instruments Law of the State of Florida, and each successive holder of said Bonds shall further be conclusively deemed to have agreed that said Bonds shall be incontestable in the hands of a bona fide holder for value in the manner provided herein- after in the form of said Bonds. -7® The Bonds may be registered at the option of the holder as to principal only, or as to both principal and interest, at the office of the Village Clerk, as Registrar, such registration to be noted on the back of said Bonds in the space provided therefor. After such registration as to principal only, or both principal and interest, no transfer of the Bonds shall be valid unless made at said office by the registered owner, or by his duly authorized agent or representative and similarly noted on the Bonds, but the Bonds may be discharged from registration by being in like manner transferred to bearer and there - upon transferability by delivery shall be restored. At the option of the holder the Bonds may thereafter again from time to time be regis- tered or transferred to bearer as before. Such registration as to principal only shall not affect the negotiability of the coupons which shall continue to pass by delivery, 2005, BONDS MUTILATED, DESTROYED,, STOLEN OR LOST. In case any Bond shall become mutilated or be destroyed, stolen or lost, the Village may in its discretion issue and deliver a new Bond with all unmatured coupons, if any, so mutilated, destroyed, stolen or lose, in exchange and substitution for such mutilated Bond, upon surrender and cancellation of such mutilated Bond and attached coupons, if any, or in lieu of and substitution for the Bond and attached coupons, if any, destroyed stolen or lost, and upon the holder furnishing the Village proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the Village may prescribe and paying such expenses as the Village may incur. All Bonds and coupons so surrendered shall be cancelled by the Village Clerk and held for the account of the Village. If any such Bond or coupons shall have matured or be about to mature instead of issuing a substituted Bond or coupon, the Village may pay the same, upon being indemnified as aforesaid, and if such Bond or coupon be lost, stolen or destroyed, without surrender thereof, Any such duplicate Bonds and 'coupons issued pursuant to -8- 1 r this section shall constitute original, additional contractual obli- gations on the part of the Village, whether or not the lost, stolen or destroyed Bonds or coupons be at any time found by any one, and such duplicate Bonds and coupons shall be entitled to equal and pro® protionate benefits and rights as to lien and source and security for payment from said Excise Taxes pledged herein with all other Bonds and coupons issued hereunder, 2.o6. FORM OF BONDS AND COUPONS. The text of the Bonds and coupons shall be in substantially the following tenor, with such omissions, insertions and variations as may be necessary and desirable and authorized or permitted by this ordinance or any subsequent ordina,nce'adopted prior to the issuance thereof: �9- No. UNITED STATES OF AMERICA $1,000 STATE OF FLORIDA COUNTY OF PALM, BEACH VILLAGE OF TEQHESTA EXCISE TAX REVENUE BOND KNOW ALL MEN BY THESE PRESENTS that the Village of Tequesta, in the County of Palm Beach, Florida, for value received, hereby pro- mises to pay to bearer, or, if this Bond be registered, to the re- gistered holder as herein provided, on the lst day of October, 19 , from the special, funds hereinafter mentioned, the principal sum of ONE THOUSAND DOLLARS ($1 with interest thereon at the rate of per centum ( %) per annum, payable semi - annually on the lst day of March and the lst day of October in each year upon the presenta- tion and surrender of the annexed coupons as they severally fall due. Bath principal of and interest on this Bond are ,payable in lawful money of the United States of America at Manufacturers Hanover Trust Company, New York City, New Yorke This Bond is one of an authorized issue of Bonds in the aggregate principal amount of $148,000 of like date, tenor and effect, except as to number, (interest rate) and date of maturity, issued to finance the cost of the construction of municipal improvements in and for the Village of Tequesta, under the authority of and in full com- pliance with the Constitution and Statutes of the State of Florida, including Chapter 57 -1915, Laws of Florida,, Acts of 19579 as amended, Chapter 210, Florida Statutes, Section 167,431, Florida Statutes, and other applicable statutes, and an ordinance duly enacted by the Village Council of said Village on the day of , 1964, and is subject to all the terms and conditions of said ordinance. The Bonds of said issue maturing in the years 1966 to 1974, both inclusive, are not redeemable prior to their maturity date. The Bonds of said issue,maturing in the years 1975 to 1980, both inclu- sive, are redeemable at the option of the Village, on October 1, 1974 or on any interest payment date thereafter, in whole or in part but in _10- inverse order of maturities and by lot within maturities if less than a full maturity, at the price of par and accrued interest, plus the following premiums, expressed in the percentages of the par value thereof, if redeemed in the following years: Three per centum (3 %) of the par value thereof if redeemed on or before October 1, 1974; Two and one -half per centum (2 1/2%) of the par value thereof if redeemed ,thereafter but on or before October 1, 19758 Two per centum (2 %) of the par value thereof if redeemed thereafter but on or before October 1, 1976; One and one -half per centum (1 1/2%) of the par value thereof if redeemed thereafter but on or'be- fore October 1, 19779 One per centum (1 %) of the par value thereof if re- deemed thereafter prior to maturity, A notice of such redemption shall be published at least once at least thirty (30) days prior to the date of redemption in a financial paper published in the City of New Fork, New York, Interest shall cease to accrue on any Bonds duly called for prior redemption after the redemption date, provided payment thereof has been duly provided for. This Bond and the coupons appertaining hereto are payable solely from and secured by a lien on and pledge of the Cigarette Taxes levied and collected in said Village pursunat to.Chapter 210, Florida Statutes, the Franchise Taxes levied and collected in said City pursuant to Chapter 57- 191.5, Laws of Florida, Acts of 1957, and Utilities Services Taxes levied and collected in said Village pursuant to Section 167.431, Florida Statutes, all in the manner provided in said ordinance, and this Bond does not constitute an indebtedness of the Village of Tequesta within the meaning of any constitutional, statutory or charter provisions or limitation, and it is expressly agreed by the holder of this Bond that such holder shall never have the right to require or compel the exercise of the ad valorem taxing power of said Village for the payment of the principal of and in- terest on this Bond or the making of any sinking fund, reserve or -11- other payments provided for in the ordinance authorizing said issue of Bond s. It is further agreed between the Village of Tequesta and the holder of this Bond that this Bond and the obligation evidenced hereby shall not constitute a lien upon any property in the Village of Tequesta, but shall constitute a lien only on said Cigarette Taxes, Franchise '.°exes and Utilities Services Taxes in the manner provided in said ordinance. 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 performed in regular and due form and time as required by the Laws and Constitution of the State of Florida applicable thereto, and that the issuance of this Bond, and of the issue of Bonds of which this Bond is one, does not violate any constitutional, statutory or charter limitation. This Bond, and the coupons appertaining hereto, is and has all the qualities and incidents of a negotiable instrument under the law merchant and the Negotiable Instruments Law of the State of ..Florida, and the original holder and each successive holder of this Bond, or of the coupons appertaining hereto, shall be conclusively deemed by his acceptance hereof to have agreed that this Bond and the coupons appertaining hereto shall be and have all the qualities and incidents of negotiable instruments under the law merchant and the Negotiable Instruments Law of the State of Florida. The original holder and each successive holder of this Bond, and of the coupons appertaining hereto, shall be conclusively deemed to have agreed and consented to the following terms and conditions: (a) Title to this Bond, unless registered as herein pro- vided, and to the annexed interest coupons, may be transferred by delivery in the manner provided for negotiable instruments payable to bearer in the law merchant and the Negotiable Instruments Law -12- r of the State of Florida (b) Any person in possession of this Bond, unless registered as herein provided„ or of the interest coupons hereunto appertaining, regardless of the manner in which he shall have acquired possession, is hereby authorized to represent himself as the absolute owner here- of, and is hereby granted power to transfer absolute title hereto by delivery hereof to a bona fide purchaser, that is, to any one who shall purchase the same for value (present or antecedent) without notice of prior defenses or equities or claims of ownership enforce- able against his transferror9 every prior taper or owner of this Bond unless registered as herein provided, and of the annexed interest coupons, waives and renounces all of his equities and rights herein in favor of every such bona fide purchaser, and every such bona fide purchaser shall esquire absolute title hereto and to all rights re- presented hereby; and (c) The Village of Tequesta, may treat the bearer of this Bond, unless registered as hereby provided, or of the interest coupons hereunto appertaining, as the absolute owner hereof for all purposes without being affected by any notice to the contrary. This Bond may be registered as'to principal only, or as to both principal and interest, in accordance with the provisions endorsed hereon, IN WITNESS WHEREOF said Village of Tequesta in the County of Palm Beach, Florida, has issued this Bond and has caused the same to be executed by the manual or facsimile signature of its Mayor, and the corporate seal of said Village to be affixed hereto or a facsimile thereof to be impressed or imprinted hereon, attested by the Village Clerk of said Village by his manual or facsimile signature, and has caused the interest coupons hereto attached to w13- be executed with the facsimile signatures of said Mayor and Village Clerk, all as of the first day of October, 1964, VILLAGE OF TEQUESTA , FLORIDA By Mayor (SEAL) Attests Village Clerk -14- FORM OF COUPON No. $ On the first day of , 19 , the Tillage of Tequesta, in the County of Palm Beach, Florida, will pay to the bearer at Manufacturers Hanover Trust Company, from the special funds described in the Bond to which this coupon is attached, the sum of dollars ($ ), in lawful money of the United States of America, upon presentation and surrender of this coupon, being six monthse interest then due on its Excise Tax Revenue Bond, dated October 1, 196+ No. 0 Mayor 7111age Clerk (To be inserted in coupons maturing after Bonds are callable) "Unless the Bond to which this coupon is attached shall have been duly called for prior redemption and payment thereof duly provided for. (FORT►+! OF VALIDATION CERTIFICATE) This Bond is one of a series of Bonds which were validated and confirmed by decree of the Circuit Court of the Fifteenth Judicial Circuit of Florida, in and for Palm Beach County, rendered on the day of 196+ Village Clerk Mayor m15� (PROVISION FOR REGISTRATION) This Bond may be registered in the name of the holder on the books to be kept by the Village Clerk, as Registrar, or such other Registrar as may hereafter be duly appointed, as to principal only, such registration being noted hereon by such Registrar in the registration blank below after which no transfer shall be valid unless made on said books by the registered holder or attorney duly authorized and similarly noted in the registration blank below, but At may be discharged from registration by being transferred to - bearer after which it shall be transferable by delivery but it may be again registered as before. The registration of this Bond as to principal shall not restrain the negotiability of the coupons by delivery merely but the coupons may be surrendered and the interest made payable only to the registered holder, in which event the,_ Registrar shall note in the registration blank below that this, Bond is registered as to interest as well as principal and there- after the interest will be remitted by mail to the registered holder. With the consent of the holder and of the Village of Tequesta, this Bond, when converted into a Bond registered as to both principal and interest, may be reconverted into a coupon Bond and again converted into a Bond registered as to both principal and interest as hereinabove provided. Upon reconversion of this Bond when registered as to principal and interest into a coupon Bond, coupons representing.the interest to accrue upon the Bond to date of maturity shall be'atta,ched hereto by the Registrar and the Registrar shall note in the registration blank below whether the Bond is registered as to principal only or payable to bearer, Date of In Whose Fame Manner of Signature of Registration Registered Registration Registrar �16m 0 ARTICLE III CIGARETTE TAXES, FRANCHISE TAXES AND UTILITIES SERVICES TAXES AND AFFLICATION THEREOF 3.01. BONDS NOT TO BE INDEBTEDNESS OF THE VILLAGE OF TEQUESTA, Neither the Bonds nor coupons shall be or constitute an indebtedness of the Village of Tequesta, within the meaning of any constitutional, statutory or charter limitation of indebtedness, but shall be payable solely from said Cigarette Taxes, Franchise Taxes and Utilities Services Taxes as herein provided. No holder or holders of any Bond issued hereunder, or of any coupon apper- taining thereto, shall ever have the right to compel the exercise of the ad valorem taxing power of the Village, or taxation in any form of any real property therein to pay said Bonds or the interest thereon. 3.02. BONDS SECURED BY PLEDGE OF CIGARETTE TAXES. The payment of the debt service of and all other payments required for the Bonds issued hereunder shall be secured forthwith equally and ratably by a first lien on the Cigarette Taxes levied and collected pursuant to Chapter 210, Florida Statutes, and the ordinance enacted on June 28, 1963, and the Village does hereby irrevocably pledge such Cigarette Taxes to the payment of the principal of and interest on the Bonds issued pursuant to this ordinance, and for reserves therefor. The Village does further hereby covenant and agree that as long as any of the principal of or interest on any of the Bonds issued pursuant to this ordinance are outstanding and unpaid, or payment thereof not duly provided for, it will not repeal said ordinance enacted on June 28, 1963, levying such Cigarette Taxes, and will not reduce the rates of said Cigarette Taxes, or amend or modify said ordinance in any manner so as to impair or adversely affect the power and obligation of the Village to levy and collect said Cigarette Taxes, or impair or adversely affect in any manner -17- the pledge of such Cigarette Taxes made herein, or the rights of holders of Bonds issued pursuant to this ordinance, and said Village shall be unconditionally and irrevocably obligated, as long as any of said Bonds, or interest thereon, are outstanding and unpaid, to , levy and collect said Cigarette Taxes at the maximum rate now per- mitted by said Chapter 210, Florida Statutes, to the full extent necessary to pay the principal of and interest on said Bonds and to make the other payments provided for herein. 3.03. BONDS SECURED BY PLEDGE OF FRANCHISE TAXES. The payment of the debt service of and all other payments required for the Bonds issued hereunder shall be secured forthwith equally and ratably by a first lien on the Franchise Taxes levied and collected pursuant to the Charter of said Village and said ordinance enacted by the Village Council of said Village on September 6, 1960, and the Village does hereby irrevocably pledge such Franchise Taxes to the payment of the principal of and interest on the Bonds issued pursuant to this ordinance, and for reserves therefor. The.Village does further hereby covenant and agree that as long as any of the principal of or interest on any of the Bonds issued pursuant to this ordinance are outstanding and unpaid, or payment thereof not duly.provided for, it will not repeal said ordinance, levying such Franchise Taxes, and will not amend or modify said ordinance or said franchise granted pursuant thereto in any manner so as to impair or adversely affect the power and obligation of the Village to levy and collect said Franchise Taxes, or reduce the rates of such Franchise Taxes, or impair or adversely affect in any manner the pledge of such Franchise Taxes made herein or the rights of holders of Bonds issued pursuant to this ordinance. The Village does further hereby covenant and agree that as long as any of the principal of or interest on any of the Bonds issued pursuant to this ordinance are outstanding and unpaid, or payment thereof not duly provided for, it will not consent to an -18- assignment of said franchise except upo.n the same terms, rates and conditions now provided for in said franchise, and will not grant any renewal of said franchise or any new franchise for the furnishing of electric services in said Village after the expiration of said existing franchise unless the terms, rates and conditions of such renewal or new franchise are substantially similar to the terms, rates and conditions contained in said existing franchise. The Village further covenants and agrees that upon any such assignment of said existing franchise, or granting of a renewal or new Fran- chise, the lien on and pledge of the Franchise Faxes provided for in this ordinance for said existing franchise, and all the other provisions of this ordinance, shall apply fully to such assignment of said existing franchise or granting of a renewal or new franchise, and to the Franchise `faxes levied and collected by the Village thereunder. The Village does further represent that it has power under said Act to irrevocably pledge said Franchise Faxes to the payment of the debt services, and reserves therefor, on Bonds issued pursuant to this ordinance, and that said pledge of said Franchise Taxes, in the manner provided herein, shall not be subject to repeal, modifi- cation or impairment or any subsequent ordinance or other proceedings of the governing body of said Village. 3.o4. BONDS SECURED BY PLEDGE OF UTILITIES SERVICES TAXES. The payment of the debt service of and all other payments required for the Bonds issued hereunder shall be secured forthwith equally and ratably by a first lien on said Utilities Services Taxes levied and collected pursuant to Section 167.431, Florida Statutes, and said ordinance enacted on July 8, 1958, remaining after the making of all payments required for said Outstanding Bonds, and the Village does hereby irrevocably pledge such Utilities Services Taxes to the payment of the principal of and interest on the Bonds issued pursuant to this ordinance, and for reserves therefor. -19- The Village does hereby further covenant and agree that as long as any of the p ri- neipal of and interest on any of the Bonds issued pursuant to this ordinance are outstanding and unpaid, or payment thereof not duly provided for, it will not repeal said ordinance enacted on July 8, 1958, levying said Utilities Services Faxes, or amend or modify said ordinance in any manner so.as to impair or adversely affect the power and obligation of the Village to levy and collect said Utilities Services Taxes, or impair or affect adversely in any manner the pledge of such Utilities Services Faxes made herein, or the rights of holders of Bonds issued pursuant to this ordinance and said Village shall be unconditionally and irrevocably obligated, as long as any of said Bonds, or interest thereon, are outstanding and unpaid, to levy and collect said Utili- ties Services Taxes at the maximum rates now permitted by said Section 167.431, Florida Statutes, to the full extent necessary to pay the principal of and interest on said Bonds and to make the other payments provided for herein. 3.05. APPLICATION OF BOND PROCEEDS. All moneys received from the sale of any or all of the Bonds authorized and issued pur- suant to this ordinance shall be disbursed as follows: A. All accrued interest received upon delivery of the Bonds, shall be deposited in the Sinking Fund hereinafter created. B. The balance of such proceeds of sale of the Bonds shah, be used solely and exclusively for the purposes authorized by this ordinance set forth in Section 1.01 (G) hereof and shall be deposited and maintained by the Village in a fund separate and distinct from all other funds and accounts of the Village, to be known as the "Construction Fund," to be used and disbursed only for the purposes authorized by this ordinance. If for any reason such proceeds, or any part thereof, are not necessary for, or are not applied to such purposes, then such unapplied proceeds shall be deposited by the Village in the Reserve Account hereinafter created, and shall be used only as provided therein for said Reserve Account. -20- All such proceeds shall be and constitute a trust fund for such purposes, and the moneys in the Construction Fund may, pending their use for the purposes provided in this ordinance, be temporarily invested in direct obligations of the 'United States of America matur- ing not later than the dates upon which such moneys will be needed for the purposes of said Construction Fund. 3.o6. COVENANTS OF THE VILLAGE. So long as any of the principal of or interest on any of the Bonds shall be outstanding and unpaid, or until there shall have been set apart in the Sinking Fund herein established, including the Reserve Account therein, a sum sufficient ®p y,�when due, the entire principal of the Bonds remaining unpaid, together with interest accrued and to accrue thereon, the Village covenants with the holders of any and all of the Bonds issued pursuant to this ordinance as follows: A. EXCISE TAX REVENUE FUND. That the entire proceeds of the Cigarette Taxes, Utilities Services `faxes and Franchise Taxes, as defined herein, as soon as the same are received by the Village shall be forthwith deposited in a special fund, which fund is hereby created and designated as the "Excise Tax Revenue Fund." Said Excise Tax Revenue Fund shall constitute a trust fund for the purpose provided in this ordinance and shall be kept separate and distinct from all other funds of °the Village and used only for the purposes and in the manner provided in this Section 3.06 B. DISPOSITION OF EXCISE TAX REVENUE FUND. That all moneys at any time remaining on deposit in the Excise Tax Revenue Fund shall be disposed of by the Village only in the following manner and order of priority,-, (1) The Village shall deposit into a fund to be known as the "Sinking Fund" which is hereby created, on the fifteenth day of each month beginning with the fifteenth day of the first month which is more than thirty days after the delivery of any of the Bonds, one -sixth of the amount of interest which will mature i' and become due on the next semi - annual interest payment date; and, on the fifteenth day of each month beginning with October 15th of the year immediately preceding the first principal maturity date of the Bonds, one - twelfth (1/12) of the amount of principal which will mature and become due on the next principal maturity dated in the event that the period to elapse between the date of delivery of the Bonds and the next semi - annual interest payment date will be less than six months, then such monthly payments shall be increased sufficiently to provide the required amount maturing on said next interest payment date; provided, however, that the City may pay the ✓� interest maturing on the Bonds prior to, during and for six months ✓ after the completion of Municipal improvements from the proceeds of said Bonds*. V/ (2) After the moneys provided for in (1) above have been deposited in full in said Sinking Fund, the Village shall next deposit in a Reserve Account in said Sinking Fund, which is hereby created, the following amounts according to the following schedule*. $ 8 ,000 by October 1, 1965 9,500 by October 1, 1966 10,500 by October , 1:, 1967 12,000 by October 1, 1968 14,000 by October 1, 1969; provided, however, that no further payments shall be required to be made into the Reserve. Account in the Sinking Fund when there shall have been deposited therein and as long as there shall remain therein, the sum of $14,000. Moneys in the Reserve Account shall be'used only for the purpose of the payment of maturing principal of or interest on the Bonds when the other moneys in the Sinking Fund are insufficient therefor, and for no other purpose. Any withdrawals from the Reserve Account shall be sub- sequently restored from the first moneys available in the Cigarette `fax Fund after all required payments for the Sinking Fund and Reserve Account, including any deficiencies for prior payments, have been made in full. -22- (3) If on any payment date the moneys in said Excise Tax Revenue Fund are insufficient to place the required amount in the Sinking Fund or Reserve Account as hereinabove provided, the defi- ciency shall be made up in the subsequent payments in addition to the payments which would otherwise be required to be made on the subsequent payment dates. (4) Thereafter, on the fifteenth day of each month, the balance of any moneys remaining in the Excise Tax Revenue Fund, after all required deposits into the Sinking Fund and Reserve Account provided above have been duly made, shall be remitted to the Village for use in any manner provided by law; provided, however, that none of said moneys shall ever be used for any purpose other than the purposes hereinbefore specified unless all payments provided for in paragraph (1) and (2) above, including any deficiencies for prior payments, have been made in full and unless the Village shall have complied fully with all the covenants and provisions of this ordinance. (5) The Sinking Fund and the Reserve Account therein, and Excise Tax Revenue Fund set up and created by this ordinance, shall constitute trust funds for 'the purposes provided herein for such funds. Such funds shall be continuously secured in the same manner as state and municipal deposits of funds are required to be secured by the laws of the State of Florida. The moneys in the Reserve Account in the Sinking Fund may be invested and reinvested only in direct obligations of the United States of America and moneys in the Sinking Fund and Fran- chise Tax Fund may be invested and reinvested only in direct obli- gations of the United States of America maturing not later than the dates upon which such moneys will be needed for payment of principal and interest. The moneys in the Excise Tax Revenue Fund shall not be invested at any time. All income from such investments shall accrue to the respective fund invested. -23- C. DISPOSITION OF EXCISE TAXES. It is the expressed intention of this subsection that the Village shall be required-to use all available moneys in the Excise Tax Revenue Fund to make all required payments into said Sinking Fund and Reserve Account therein, including any deficiencies for prior payments, to the full extent that the moneys in said Cigarette Tax Fund are sufficient therefor, and that such moneys in the Franchise Tax Fund shall only be used for such purposes to the full extent that the moneys in said Cigar- ette Tax Fund are insufficient therefor. After October lst of each year any moneys remaining in said Excise Tax Revenue Fund, after all required current payments into said Sinking Fund and Reserve Account therein, including any defi- ciencies for prior payments, have been made in full, may be used by the Village for any other lawful purposes, but no moneys in said Excise Tax Revenue Fund shall ever be used for any such other pur -' poses unless all such required current payments into said Sinking Fund and Reserve Account therein, including any deficiencies for prior payments, have been made in full to the date on which such moneys are used by the City for any other lawful purpose. D. NO ENCUMBRANCES TO BE CREATED ON CIGARETTE TAXES,, FRANCHISE TAXES AND UTILITIES SERVICES TAXES. That the Village will not issue any other obligations payable from said Cigarette Taxes, or Franchise Taxes, or Utilities Services Taxes or any combination thereof, nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or any other charge having priority to, or being on a parity with (except pari passu additional Bonds as provided for herein), the lien of the Bonds issued pursuant to this ordinance and the interest thereon upon said Cigarette Taxes, or Franchise Taxes, or Utilities Services Taxes, or any combination thereof, or any part thereof, except that pari passu additional obligations may be issued payable from said -24- Utilities Services Taxes under the terms and provisions of the ordinance which authorized said Outstanding Bonds. E. ISSUANCE OF PART PASSU ADDITIONAL OBLIGATIONS, That except for such pari passu additional obligatins issued pursuant to the ordinance which authorized said Outstanding Bonds payable from said Utilities Services Taxe, no pari passu additional obligations, as in this subsection defined, payable pari passu with the Bonds issued pursuant to this ordinance out of the Cigarette `Faxes Fund, or Franchise Tax Fund-, or Utilities Tax Fund, or any combination thereof shall be created after the issuance of any Bonds pursuant to this ordinance, except under the conditions and in the manner herein provided No such pari passu additional Bonds shall be issued unless the aggregate amount of said Cigarette Taxes, as defined herein, or said Franchise Taxes,,as defined herein, or said Utilities Services Taxes, as defined herein, or any combination thereof received by the Village during the immediately preceding fiscal year, or the average annual aggregate amount of said Cigarette Taxes, or Franchise Taxes, or Utilities Services Taxes, or any com- bination thereof received by the Village in the immediately preced- ing complete twenty four months, whichever is smaller, shall have been at least equal to one hundred fifty per centum (150 %) of the maximum amount of principal and interest which will become due in any year thereafter on Bonds theretofore issued pursuant to this ordinance, including any pari passu Bonds theretofore issued, then outstanding, and the pari passu additional Bonds then proposed to be issued. For the purposes of this subsection the terms "Cigarette Taxes, Franchise Taxes and Utilities Services Taxes" shall mean respectively the proceeds of such Cigarette Taxes, Franchise Taxes and Utilities Services Taxes actually collected by the Village which the Village has pledged pursuant to this ordinance, or may -25- legally pledge, at the time of the issuance of such proposed pari passu additional Bonds, as a first lien on such Cigarette Taxes and Franchise Taxes a junior and subordinate lien on such Utilities Services Faxes, to the payment of debt service and reserves on Bonds theretofore issued pursuant to this ordinance and the pari passu additional Bonds proposed to be issued. For the purposes of this subsection, the phrase "Bonds theretofore issued pursuant to this Ordinance" shall be deemed to include the $148,000 Bonds originally issued pursuant to this ordinance, and also any pari, passu additional Bonds theretofore issued under the conditions and in the manner provided in this sub- section, and shall also include any of such Bonds authorized and not issued as long as the authorization for the issuance thereof is then in force and effect. The term "pari passu additional Bonds" as used in this subsection shall be deemed to mean additional obligations evidenced by Bonds issued under the provisions and within the limitations of this subsection payable from Cigarette Taxes, or Franchise Taxes, or Utilities Services Taxes, or any combination thereof pari passu with Bonds originally authorized and issued pursuant to this ordinance® Such Bonds shall be deemed to have been issued pursuant to this ordinance the same as the Bonds originally authorized and issued pursuant - to this ordinance and all of the covenants and other provi- sions of this ordinance (except as to details of such Bonds evidenc- ing such pari passu additional obligations inconsistent therewith) shall be for the equal, benefit, protection and security of the holders of any Bonds originally authorized and issued pursuant to this ordinance and holders of any Bonds evidencing additional obli- gations subsequently created within the limitations of and in com- pliance with this subsection. All of such Bonds, regardless of the time or times of their issuance shall .rank equally with respect to their lien on said Cigarette `axes, or said Franchise Taxes or said 26 - Utilities Services Taxes, or any combination thereof as provided for herein, and their source and security for payment from said Cigarette Taxes, or said Franchise Taxes or said Utilities Services Taxes, or any combination thereof without preference of any Bond or coupon, over any other. The teen "pari passu additional Bonds" as used In this subsection shall not be deemed to include bonds, notes, certificates or other obligations subsequently issued, the lien of which on said Cigarette Taxes, Franchise Taxes and Utilities Services Taxes pro- vided for herein is subject to the prior and superior lien on such Cigarette Taxes, Franchise Taxes and Utilities Services Taxes of Bonds issued pursuant to this ordinance and the Village shall not issue any obligations whatsoever payable from such Cigarette Taxes, Franchise Taxes or Utilities Services Taxes which rank equally as to lien and source and security for payment from such Cigarette Taxes, Franchise Taxes an'd Utilities Services Taxes with Bonds issued pursuant to this ordinance except in the manner and under the conditions provided in this subsection. No pari passu additional Bonds, as in this subsection defined, shall be created at any time, however, unless all of the payments into the respective funds provided for in this ordinance on Bonds then outstanding,, and all other reserve or sinking funds, or other payments provided for In this ordinance shall have been made in full to the date of issuance of said pari passu additional Bonds and the Village shall have fully complied with all the cove- nants, agreements and terms of this ordinance. F. BOOKS AND RECORDS. That the Village shall also keep books and records of the levy and collection of said Excise Taxes, as defined herein, which shall be separable and apart from all other books, records and accounts of the City, and any holder of any Bond or Bonds, issued pursuant to this ordinance shall have the right at all reasonable times to inspect all records, accounts and data of the Village relating thereto. -27- The Village shall also, at least once a year, cause the books, records and accounts relating to said Excise Taxes to be properly audited, and shall mail upon request, and make generally available the reports of such audits to any holder or holders of Bonds issued pursuant to this ordinance. G. REMEDIES. Any holder of Bonds or of any coupons apper- taining thereto, issued under the provisions of this ordinance, or any trustee acting for such Bondholders in the manner hereinafter provided, may either at law or in equity, by suit, action, mandamus or other proceeding in any court of competent jurisdiction, protect and enforce any and all rights under the laws of the State of Florida, or granted and contained in this ordinance, and May enforce and compel the performance of all duties required by this ordinance or by any applicable statutes to be performed by the Village or by any officer thereof, including the levying and collecting of such Excise Taxes, In the event that default shall be made in the payment of the interest on or the principal of any of the Bonds issued pursuant to this ordinance as the same shall become due, or in the making of the payments into any reserve or sinking fund or any other payments required to be made by this ordinance, or in the event that the Village or any officer, agent or employee thereof shall fail or refuse to comply with the provisions of this ordinance, or shall default in any covenants made herein, and in the further event that any such default shall continue for a period of thirty days, any holder of such Bonds, or any trustee appointed to represent Bond- holders as hereinafter provided, shall be entitled as of right to the appointment of a. receiver to collect and receive said Excise Taxes in an appropriate judicial proceeding in a court of competent jurisdiction, whether or riot such holder or trustee is also seeking or shall have sought to enforce any other right or exercise any other remedy in connection with Bonds issued pursuant to this ordi- nance. -28- The receiver so appointed shall collect and receive all such Excise Taxes in the manner provided in this ordinance, and comply under the jurisdiction of the court appointing such receiver, with all of the provisions of this ordinance. Whenever all that is due upon Bonds issued pursuant to this ordinance, and interest thereon, and under any covenants of this ordinance for reserve, sinking or other funds, and charges and expenses of said receivership, shall have been paid and made good, and all defaults under the provisions of this ordinance shall have been cured and made good, said receivership shall be terminated upon the entry of an order of the court to that effect. Upon any subsequent default, any holder of Bonds issued pursuant to this ordinance, or any trustee appointed for Bondholders as hereinafter provided, shall have the same right to secure the further appoint- ment of a receiver upon any such subsequent default. Such receiver shall in the performance of the powers hereinabove conferred upon him be under the direction and supervi- sion of the court making such appointment, shall at all times be subject to the orders and decrees of such court and may be removed thereby and a successor receiver appointed in the discretion of such court. Nothing herein contained shall limit or restrict the jurisdiction of such court to enter such other and further orders and decrees as such court deems necessary or appropriate for the exercise by the receiver of any function not specifically set forth herein. The holder or holders of Bonds in an aggregate principal amount of not less than twenty -five per centum of Bonds issued under this ordinance then outstanding may by a duly executed certificate in writing appoint a trustee for holdersof Bonds issued pursuant to this ordinance with authority to represent such Bondholders in any legal proceedings for the enforcement and protection of the rights of such Bondholders or their duly authorized attorneys or represen- tatives, and shall be filed in the office of the Village Clerk. -29- Ho ENFORCEMENT OF COLLECTIONS. That the Village will diligently levy, enforce and collect said Excise Faxes, and take all steps, actions and proceedings for the, enforcement and collec- tion of such Excise Taxes which shall become delinquent to the full extent permitted or authorized by the Charter of said Village and by the laws of the State of Florida. I. SALE OF BONDS, That the Bonds authorized hereunder shall be sold in such manner as may hereunder be determined by resolution of the City Council in accordance with law. -30- • ARTICLE 37V MISCELLANEOUS 4.01. MODIFICATION OR AMENDMENT. No material modification or amendment of this ordinance or of any ordinance amendatory hereof or supplemental thereto, may be made without the consent in writing of the holders of two - thirds or more in principal amount of the Bonds then outstanding, provided, however, that no modification or amend- ment shall permit a change in the maturity of such Bonds or a reduc- tion in the rate of interest thereon, or in the amount of the prin- cipal obligation or affecting the unconditional promise of the Village to pay the principal of and interest on the Bonds as the same become due from said Cigarette Taxes, Franchise Taxes and Utilities Services Taxes, or reducing the percentages herein required for such modifications or amendments, without the consent of the holders of such Bonds. 4.02. VALIDATION. That William A. Lord Village At .torney, be and he is hereby authorized and directed to institute appropriate proceedings in the Circuit Court of the Fif- teenth-Judicial Circuit of Florida, in and for County of Palm Beach, Florida, for the validation of such Bonds, and the proper officers of the Village are hereby authorized to verify on behalf of the Village any pleadings in such proceedings. 4.03. SEVEI3ABILITY OF INVALID PROVISION, If any one or more of the covenants, agreements or provisions of this ordinance should 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 deemed separable from the remaining covenants, agreements or provi- sions, and shall in no way affect the validity of all the other provisions of this ordinance or of the Bonds or coupons issued thereunder. -31- 4.04. TIME OF TAKING EFFECT. That it is necessary for the health and safety of the inhabitants of the Village of Tequesta that the Municipal Improvements herein referred to be made with 'the least possible delay and It is hereby determined that this ordi- 'Y nance is an emergency measure and shall take effect immediately. 6 d 01° 4 C) A-)' I F 1 4- � q- -32-