HomeMy WebLinkAboutResolution_02-84/85_10/23/1984 i
RESOLUTION NO. 2 -84/8
A RESOLUTION AUTHORIZING THE REFUNDING OF THE
OUTSTANDING WATER REFUNDING REVENUE BONDS, SERIES
1978, OF THE VILLAGE OF TEQUESTA, FLORIDA; PROVIDING
FOR THE ISSUANCE OF NOT EXCEEDING $4,000,000 WATER
REFUNDING REVENUE BONDS, SERIES 1984 OF THE VILLAGE
TO BE APPLIED TO PAY THE PRINCIPAL AND INTEREST IN
RESPECT TO SAID PRESENTLY OUTSTANDING OBLIGATIONS;
PROVIDING FOR THE PAYMENT OF THE 1984 BONDS FROM
THE REVENUES OF SAID WATER SYSTEM, INCLUDING
COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH;
PROVIDING FOR THE SEVERABILITY OF THE PROVISIONS
HEREOF; PROVIDING FOR PROPER NOTICE OF PROPOSED
ENACTMENT; AND PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF
TEQUESTA, FLORIDA:
Section 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is
adopted pursuant to Chapter 166, Part 11, Florida Statutes (1983), and other applicable
provisions of law.
Section 2. DEFINITIONS. The following terms shall have the following
meanings herein, unless the text otherwise expressly requires. Words importing singular
number shall include the plural number in each case and vice versa, and words importing
persons shall include firms and corporations.
"Accreted Value" shall mean, as of any date of computation with respect to
any Capital Appreciation Bond, an amount equal to the principal amount of such Capital
Appreciation Bond (the principal amount at its initial offering) plus the interest accrued
on such Capital Appreciation Bond from the date of delivery to the original purchasers
thereof to the Interest Payment Date next preceding the date of computation or the date
of computation if an Interest Payment Date, such interest to accrue at a rate not
exceeding the legal rate, compounded semi - annually, plus, with respect to matters related
to the payment upon redemption or acceleration of the Capital Appreciation Bonds, if
such date of computation shall not be an Interest Payment Date, a portion of the
difference between the Accreted Value as of the immediately preceding Interest Payment
Date and the Accreted Value as of the immediately succeeding Interest Payment Date,
calculated based on the assumption that Accreted Value accrues during any semi - annual
period in equal daily amounts on the basis of a 360 day year.
"Act" shall mean Chapter 166, Part II, Florida Statutes (1983), and other
applicable provisions of law.
"Additional Bonds" shall mean Bonds issued on a parity with the 1984 Bonds
under Section 16R hereof.
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"Amortization Installments" with respect to any Term Bonds of a series, shall
mean an amount or amounts so designated which is or are established for the Term Bonds
of such series, provided that (i) each such installment shall be deemed to he due on such
interest or principal maturity date of each applicable year as is fixed by resolution of the
Issuer and shall be a multiple of $5,000 principal amount (or $5,000 Maturity Amount, in
the case of Capital Appreciation Term Bonds), and (ii) the aggregate of such installments
for such series shall equal the aggregate principal amount (or Maturity Amount, in the
case of Capital Appreciation Term Bonds) of Term Bonds of such series authenticated and
delivered on original issuance.
"Authorized Investments" shall mean any of the following if and to the extent
the same are at the time legal for investment of municipal funds: (a) Federal Securities;
(b) bonds, debentures, notes or other evidence of indebtedness payable in cash issued by
any of the following agencies whose obligations represent full faith and credit of the
United States of America: the Export- Import Bank of the United States, the Federal
Financing Banks, Farmers Home Administration, Maritime Administration, Public Housing
Authority and the Government National Mortgage Association; (c) certificates of deposit
properly secured at all times, by collateral security described in (a) and (b) above, but only
with commercial banks, savings and loan associations, and mutual savings banks; (d) the
following investments fully insured by the Federal Deposit Insurance Corporation or the
Federal Savings and Loan Insurance Corporation: (1) certificates of deposit, (2) savings
accounts, (3) deposit accounts, or (4) depository receipts of a bank, savings and loan
associations, and mutual savings banks; and (e) investments under the Investment of Local
Government Surplus Funds Act, Chapter 218, Part IV, Florida Statutes (1983) or any
successor law.
"Bondholder" shall mean a registered owner of a Bond as shown on the
registration books of the Registrar.
"Bond Service Requirement" for any Fiscal Year, as applied to the Bonds of
any series, shall mean the sum of:
(1) the amount required to pay the interest becoming due on the Bonds of
such series during the Fiscal Year, except to the extent that such interest shall have been
provided by payments into the Sinking Fund out of bond proceeds for a specific period of
time or by payments of investment income into the Sinking Fund from the Bond Service
Account or any subaecounts therein;
(2) the amount required to pay the principal of Serial Bonds of such series
maturing in such Fiscal Year; and
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(3) the Amortization Installments for the maturities of Term Bonds of such
series for such Fiscal Year. In the event the Issuer has purchased or entered into an
agreement to purchase Federal Securities or Authorized Investments from moneys in the
Bond Amortization Account, then the income received or to be received on such Federal
Securities or Authorized Investments from the date of acquisition thereof to the date of
maturity thereof, unless otherwise designated for other purposes, shall be taken into
consideration in calculating the payments which will be required to be made into the
Sinking Fund and the Bond Amortization Account therein. Whenever such income is
applied in calculating a Bond Service Requirement for any purpose, such income shall also
be excluded in the computation of Gross Revenues for such purpose.
"Bonds" shall mean the Water Refunding Revenue Bonds, Series 1984, herein
authorized to be issued, together with any Additional Bonds hereafter issued under the
terms, conditions, and limitations contained herein. 11 1984 Bonds" shall mean the Water
Refunding Revenue Bonds, Series 1984, herein authorized.
"Capital Appreciation Bonds" shall mean the 1984 Bonds the interest on which
is payable only at maturity or redemption, as determined by subsequent resolution.
"Capital Appreciation Term Bonds" shall mean Capital Appreciation Bonds of a
series all of which shall be stated to mature on one date, which shall be subject to
retirement by operation of the Bond Amortization Account, and the interest on which is
payable only at maturity or redemption.
"Consulting Engineers" shall mean such qualified and recognized consulting
engineers, having a favorable repute for skill and experience in the construction and
operation of such facilities as the System, at the time retained by the Issuer to perform
the acts and carry out the duties as herein provided for Consulting Engineers.
"Cost of Operation and Maintenance" of the System shall mean the current
expenses, paid or accrued, of operation, maintenance and repair of the System as
calculated in accordance with sound accounting practice, but shall not include any
reserves for renewals and replacements, for extraordinary repairs or any allowance for
depreciation.
"County" shall mean Palm Beach County, Florida.
"Escrow Deposit Agreement" means that certain Escrow Deposit Agreement to
be entered into by and between the Issuer and a bank or trust company to be selected and
named by the Issuer prior to the delivery of the 1984 Bonds, in substantially the form
attached hereto as Exhibit A.
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"Federal Securities" shall mean direct obligations of the United States of
America (including obligations issued or held in book entry form on the books of the
Department of the Treasury of the United States of America), or trust certificates
evidencing an ownership interest therein, and obligations the principal of and interest on
which are fully guaranteed by the United,States of America.
"Fiscal Year" shall mean the period commencing on October 1 of each year
and ending on the succeeding September 30, or such other period as is at the time
prescribed by law.
"Gross Revenues" shall mean all income or earnings, including any income
from the investment of funds as herein provided, derived by the Issuer from the operation
of the System.
"Issuer" shall mean the Village of Tequesta, Florida.
"Maturity Amount" means the amount payable upon the stated maturity of a
Capital Appreciation Bond equal to the principal amount thereof plus all accrued interest
thereon from the date of issue to the date of maturity.
"Maximum Bond Service Requirement" shall mean, as of any particular date of
calculation, the greatest amount of aggregate Bond Service Requirements for the then
current or any future Fiscal Year.
"Net Revenues" of the System shall mean the Gross Revenues after deduction
of the Cost of Operation and Maintenance.
"Payment Date" shall mean, with respect to payment to the Bondholders of
principal or interest on the Bonds, or with respect to the mandatory amortization of Term
Bonds, the date upon which payment of such principal, interest or Amortization
Installment is required to be made to the Paying Agent.
"Pledged Revenues" shall mean the Net Revenues.
"Refunded Bonds" shall mean the Issuer's Water Refunding Revenue Bonds,
Series 1978 (the 11 1978 Bonds").
"Registrar" shall mean the paying agent for the Bonds, as Bond Registrar, or
such other person, firm or corporation as may thereafter be from time to time designated
by the Issuer as the Registrar for the Bonds.
"Serial Bonds" shall mean any Bonds for the payment of the principal of which,
at the maturity thereof, no Amortization Installments are required to be made prior to
the twelve -month period immediately preceding the stated date of maturity of such Serial
Bonds.
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"System" shall mean the complete water system of the Issuer now owned by
the Issuer, or hereafter constructed or acquired by the Issuer, including the improvements,
extensions and additions thereto to be constructed or acquired, together with all lands or
interests therein, including plants, buildings, machinery, franchises, pipes, mains, fixtures,
equipment and all property, real or personal, tangible or intangible, now or hereafter
owned or used in connection therewith, and including any undivided or partial ownership
interests therein.
"Term Bonds" shall mean the Bonds of a series all of which shall be stated to
mature on one date and which shall be subject to retirement by operation of the Bond
Amortization Account.
Section 3. FINDINGS. It is hereby ascertained, determined and
declared that:
A. The Issuer now owns, operates and maintains the System and is
empowered to maintain, operate, improve and extend such system and regulate and fix
reasonable rates and charges for the services furnished thereby.
B. The Issuer derives Gross Revenues from rates, fees and charges made
and collected for the services and facilities of the System supplying water services and
the Gross Revenues are not pledged or encumbered in any manner, except for payment of
the Refunded Bonds, which pledge and lien will be defeased pursuant to the refunding
program herein authorized.
C. The Issuer deems it necessary and in its best interest to provide for the
refunding of all the outstanding Refunded Bonds. The refunding program herein described
will benefit the Issuer by reducing the debt service to be paid from the Pledged Revenues
of the System and permitting favorable revisions in restrictive covenants made to
Bondholders regarding the System and the investment of funds.
D. The estimated maximum cost of such refunding as above described is
$4,000,000, the actual cost to be determined upon sale of the 1984 Bonds. Such cost shall
be paid from the proceeds derived from the sale of the 1984 Bonds, and, if necessary, with
certain other funds available to the Issuer. An amount sufficient to effect the refunding
will be deposited in an irrevocable escrow account established for the holders of the
Refunded Bonds, and invested in Federal Securities. The principal amounts of and interest
earnings from such Federal Securities will be sufficient to make timely payments of all
presently outstanding principal, interest, redemption premiums and other costs and
obligations incurred in respect to the Refunded Bonds.
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E. The estimated Pledged Revenues will be sufficient to pay all of t>;e
principal of and interest on the 1984 Bonds, as the same become due, and to make all
required sinking fund, reserve and other payments required under this Resolution.
F. The principal of and interest on the Bonds and all required sinking fund,
reserve and other payments shall be made solely from the Pledged Revenues as herein
provided. The Issuer shall never be required to levy ad valorem taxes on any property
therein to pay the principal of and'interest on the Bonds or to make any of the `required
sinking fund, reserve or other payments, and any failure to pay the Bonds shall not give
rise to a lien upon any property of or in the Issuer, except the Pledged Revenues.
Section 4. AUTHORIZATION OF REFUNDING OF REFUNDED
BONDS There is hereby authorized the refunding of the outstanding Refunded Bonds.
Section 5. RESOLUTION TO CONSTITUTE . CONTRACT. In consid-
eration of the acceptance of the 1984 Bonds by the Bondholders from time to time, this
Resolution shall be deemed to be and shall constitute a contract between the Issuer and
such Bondholders. The covenants and agreements herein set forth to be performed by the
Issuer shall be for the equal benefit, protection and security of the legal Bondholders of
any and all of such 1984 Bonds, all of which shall be of equal rank and without preference,
priority or distinction of any of the 1984 Bonds over any other thereof, except as
expressly provided therein and herein.
Section 6. AUTHORIZATION OF 1984 BONDS Subject and pursuant to
the provisions hereof, Bonds of the Issuer to be known as "Water Refunding Revenue
Bonds, Series 1984" are authorized to be issued in the aggregate principal amount of not
exceeding $4,000,000.
Section 7. DESCRIPTION OF 1984 BONDS. The 1984 Bonds, except
Capital Appreciation Bonds, shall be dated as of a date or dates to be fixed by subsequent
resolution of the Issuer, but not later than their date of delivery, may be Serial Bonds,
Term Bonds, or a combination thereof; shall be designated "R- " and numbered
consecutively from one upward in order of authentication; shall be in such denominations,
shall bear interest at such rate or rates not exceeding the maximum legal rate allowable
by law to be payable at such times, and shall mature either annually or semi - annually on
such dates and in such years and amounts, all as shall be determined by subsequent
resolution of the Issuer. The 1984 Bonds shall bear interest from their date or from the
most recent interest payment date to which interest has been paid, until payment of the
principal sum.
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The Bonds shall be issued in fully registered form, payable as to principal and
premium, if any, upon presentation and surrender thereof on the date fixed for maturity
or redemption thereof at the corporate trust office of the paying agent hereafter named.
Interest on each fully registered Bond (except the Capital Appreciation Bonds) shall be
paid by check or draft mailed to the person in whose name the Bond is registered, at his or
her address as it appears on the Bond Register maintained by the Bond Registrar, at the
close of business on the 15th day of - the month (whether or not a business day) next
preceding the interest Payment Date (the "Record Date "), irrespective of any transfer of
such Bond subsequent to such Record Date and prior to such interest Payment Date,
unless the Issuer shall be in default in payment of interest due on such interest Payment
Date. In the event of any such default, such defaulted interest shall be payable to the
person in whose name such Bond is registered at the close of business on a special record
date for the payment of defaulted interest as established by notice mailed by the
Registrar to the registered owner of the Bonds (except the Capital Appreciation Bonds)
not less than fifteen days preceding such special record date. Such notice shall be mailed
to the person in whose name such Bond is registered at the close of business on the fifth
(5th) day preceding the date of mailing. All payments shall be made in accordance with
and pursuant to the terms of this Resolution and the Bonds and shall be payable in any
coin or currency of the United States of America which, at the time of payment is legal
tender for the payment of public or private debts.
The Capital Appreciation Bonds shall be dated as of a date or dates to be fixed
by subsequent resolution of the Issuer, but not later than their date of delivery; shall be
designated "CA -_" and numbered from 1 upward in order of authentication; shall mature
on such dates; and the principal amounts thereof shall accrete at the approximate annual
yield (subject to rounding the Accreted Values), all as set forth by subsequent resolution
of the Issuer.
No Bond shall be valid or become obligatory for any purpose or be entitled to
any security or benefit under the Resolution until the certificate of authentication
endorsed on the Bond shall have been duly signed by the Bond Registrar.
If the date for payment of the principal of, premium, if any, or interest on the
Bonds shall be a Saturday, Sunday, legal holiday or a day on which the banking institutions
in the city where the principal office of the paying agent is located are authorized by law
or executive order to close, then the date for such payment shall be the next succeeding
day which is not a Saturday, Sunday or legal holiday or a day on which such banking
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institutions are authorized to close, and payment on such date shall have the same force
and effect as if made on the nominal date of payment.
The Bonds (except the Capital Appreciation Bonds) may be issued or exchanged
for Bonds in coupon form, payable to bearer, in such form, with such attributes and upon
such conditions as the Issuer may provide by supplemental resolutions, upon receipt of an
opinion from a nationally recognized bond counsel that such issuance or exchange will not
cause interest on the Bonds to be includable in gross income of the holder for federal
income tax purposes.
Section 8. EXECUTION OF BONDS. The Bonds shall be executed in the
name of the Issuer by the Mayor and attested and countersigned by the Village Clerk, and
the official seal of the Issuer or a facsimile thereof shall be affixed thereto or reproduced
thereon. The facsimile signature of such officers may be imprinted or reproduced on the
Bonds. The Certificate of Authentication of the Bond Registrar shall appear on the
Bonds, and no bond shall be valid or obligatory for any purpose or be entitled to any
security or benefit under this Resolution unless such certificate shall have been duly
executed on such Bond. The authorized signature for the Bond Registrar shall be either
manual or facsimile; provided, however, that at least one of the signatures appearing on
the Bonds shall at all times be a manual signature. In case any officer whose signature
shall appear on any Bonds shall cease to be such officer before the delivery of such Bonds,
such signature or facsimile shall nevertheless be valid and 'sufficient for all purposes the
same as if he had remained in office until such delivery. Any Bonds may be signed and
sealed on behalf of the Issuer by such person who at the actual time of the execution of
such Bonds shall hold the proper office with the Issuer, although at the date of enactment
of this Resolution such person may not have held such office or may not have been so
authorized.
Section 9. NEGOTIABILITY. Subject to the provisions hereof
respecting registration and transfer, the Bonds shall be and shall have all the qualities and
incidents of negotiable instruments under the laws of the State of Florida, and each
successive holder, in accepting any of the Bonds, shall be conclusively deemed to have
agreed that the Bonds shall be and have all of such qualities and incidents of negotiable
instruments under the Uniform Commercial Code - Investment Securities of the State of
Florida.
Section 10. REGISTRATION, EXCHANGE AND TRANSFER. There shall
be a Bond Registrar for the Bonds which may be the Issuer or a designated bank or trust
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company located within or without the State of Florida. The Bond Registrar shall
maintain the registration books of the Issuer and be responsible for the transfer and
exchange of the Bonds. The Issuer shall, prior to the proposed date of delivery of the
Bonds, by resolution designate the Bond Registrar and Paying Agent. The Bond Registrar
shall maintain the books for the registration of the transfer and exchange of the Bonds in
compliance with the Florida Registered Public Obligations Act and the system of
registration as established by the Issuer pursuant thereto.
Bonds may be transferred upon the registration books, upon delivery to the
Registrar, together with written instructions as to the details of the transfer of such
Bonds, along with the social security number or federal employer identification number of
such transferee and, if such transferee is a trust, the name and social security or federal
employer identification numbers of the settlor and beneficiaries of the trust, the date of
the trust and the name of the trustee. No transfer of any Bond shall be effective until
entered on the registration books maintained by the Bond Registrar.
Upon surrender for transfer or exchange of any Bond, the Issuer shall execute
and the Bond Registrar shall authenticate and deliver in the name of the registered owner
or the transferee or transferees, as the case may be, a new fully registered Bond or Bonds
of authorized denominations of the same maturity and interest rate for the aggregate
principal amount which the registered owner is entitled to receive at the earliest
practicable time in accordance with the provisions of this ( Resolution. The Issuer or the
Bond Registrar may charge the owner of such Bond for every such transfer or exchange an
amount sufficient to reimburse them for their reasonable fees and for any tax, fee, or
other governmental charge required to be paid with respect to such transfer, and may
require that such charge be paid before any such new Bond shall be delivered.
All Bonds presented for transfer, exchange, redemption or payment (if so
required by the Bond Registrar), shall be accompanied by a written instrument or
instruments of transfer or authorization for exchange, in form and with guaranty of
signature satisfactory to the Bond Registrar, duly executed by the registered holder or by
his duly authorized attorney in fact or legal representative.
All Bonds delivered upon transfer or exchange shall bear interest from the
preceding interest payment date so that neither gain nor loss in interest shall result from
the transfer or exchange. New Bonds delivered upon any transfer or exchange shall be
valid obligations of the Issuer, evidencing the same debt as the Bond surrendered, shall be
secured by this Resolution and shall be entitled to all of the security and the benefits
hereof to the same extent as the Bonds surrendered.
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The Issuer and the Bond Registrar may treat the registered owner of any Bond
as the absolute owner thereof for all purposes, whether or not such Bonds shall be
overdue, and shall not be bound by any notice to the contrary.
Notwithstanding the foregoing provisions of this section, the Issuer reserves
the right, on or prior to the delivery of the Bonds to amend or modify the foregoing
provisions relating to the registration of the Bonds by resolution or ordinance in order to
comply with all applicable laws, rules, and regulations of the United States and /or the
State of Florida relating thereto.
Section 11. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In
case any Bond shall become mutilated, or be destroyed, stolen or lost, the Issuer may in
its discretion issue and deliver a new Bond of like tenor as the Bond so mutilated,
destroyed, stolen or lost, in exchange and substitution for such mutilated Bond upon
surrender and cancellation of such mutilated Bond or in lieu of and substitution for the
Bond destroyed, stolen or lost, and upon the holder furnishing the Issuer proof of his
ownership thereof and satisfactory indemnity and complying with such other reasonable
regulations and conditions as the Issuer may prescribe and paying such expenses as the
Issuer may incur. All Bonds so surrendered shall be cancelled by the Registrar for the
Bonds. If any of the Bonds shall have matured or be about to mature, instead of issuing a
substitute Bond, the Issuer may pay the same, upon being indemnified as aforesaid, and if
such Bonds be lost, stolen or destroyed, without surrender thereof.
Any such duplicate Bonds issued pursuant to this section shall constitute
original, additional contractual obligations on the part of the Issuer whether or not the
lost, stolen or destroyed Bonds be at any time found by anyone, and such duplicate Bonds
shall be entitled to equal and proportionate benefits and rights as to lien on the source and
security for payment from the funds, as hereinafter pledged, to the same extent as all
other Bonds issued hereunder.
Section 12. PROVISIONS FOR REDEMPTION. The Bonds shall be
redeemable as provided by subsequent resolution of the Issuer.
Bonds in denominations greater than an authorized denomination (or
authorized Maturity Amount in the case of Capital Appreciation Bonds) shall be deemed
to be an equivalent number of Bonds in the denomination of an authorized denomination or
Maturity Amount. If a Bond is of a denomination or Maturity Amount larger than an
authorized denomination or Maturity Amount, a portion of such Bond may be redeemed, in
the amount of an authorized denomination or Maturity Amount or integral multiples
thereof. z
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Notice of such redemption, identifying the Bonds or portions thereof called for
redemption (i) shall be filed with the paying agents and any Registrar; and (ii) shall be
mailed by the Registrar, first -class mail, postage prepaid, to all registered owners of the
Bonds to be redeemed not more than thirty (30) days and not less than fifteen (15) days
prior to the date fixed for redemption at their addresses as they appear on the
registration books to be maintained in accordance with the provisions hereof. Failure to
give such notice by mailing to any owner of Bonds, or any defect therein, shall not affect
the validity of any proceeding for the redemption of other Bonds.
Notice having been mailed and filed in the manner and under the conditions
hereinabove provided, the Bonds or portions of Bonds so called for redemption shall, on
the redemption date designated in such notice, become and be due and payable at the
redemption price provided for redemption of such Bonds or portions of Bonds on such date.
On the date so designated for redemption, notice having been mailed and filed and moneys
for payment of the redemption price being held in separate accounts in trust for the
holders of the Bonds or portions thereof to be redeemed, all as provided in this Resolution,
interest on the Bonds or portions of Bonds so called for redemption shall cease to accrue,
such Bonds and portions of Bonds shall cease to be entitled to any lien, benefit or security
under this Resolution, and the holders or Registered Owners of such Bonds or portions of
Bonds, shall have no rights in respect thereof except to receive payment of the
redemption price thereof.
Upon surrender of any Bond for redemption in part only, the Issuer shall issue
and deliver to the holder thereof, the costs of which shall be paid by the holder, a new
Bond or Bonds of authorized denominations in aggregate principal amount equal to the
unredeemed portion surrendered.
Section 13. FORM OF BONDS. The text of the Bonds, the Capital
Appreciation Bonds, the Certificate of Authentication and the Assignment shall be in
substantially the forms attached hereto as Exhibit B, with such omissions, insertions and
variations as may be necessary and desirable and authorized and permitted by this
Resolution or by any subsequent ordinance or resolution adopted prior to the issuance
thereof.
Section 14. BONDS NOT DEBT OF ISSUER. The Bonds shall not be or
constitute general indebtedness of the Issuer within the meaning of any constitutional or
statutory provision or limitation, but shall be payable solely from and secured by a prior
lien upon and pledge of the Pledged Revenues herein provided. No Bondholder shall ever
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have the right to compel the exercise of the ad valorem taxing power of the Issuer or
taxation in any form of any real property therein to pay such bonds or the interest thereon
or be entitled to payment of such principal and interest from any other funds of the Issuer
except from the Pledged Revenues in the manner provided herein.
Section 15. PLEDGED REVENUES. Until payment has been provided for
as herein permitted, the payment of the principal of and interest on the Bonds shall be
secured forthwith equally and ratably by an irrevocable lien on the Pledged Revenues
prior and superior to all other liens or encumbrances on such Pledged Revenues and the
Issuer does hereby irrevocably pledge such Pledged Revenues to the payment of the
principal of and interest on the Bonds, the reserves therefor, and for all other required
payments.
Section 16. COVENANTS OF THE ISSUER. Until all principal of and
interest on the Bonds shall have been paid or provided for as herein permitted, the Issuer
covenants with the Bondholders as follows:
A. REVENUE FUND. The entire Gross Revenues shall upon receipt thereof
be deposited in the "Water System Revenue Fund" (hereinafter called "Revenue Fund "),
hereby created and established. Such Revenue Fund shall constitute a trust fund for the
purposes herein provided and shall be kept separate and distinct from all other funds of
the Issuer and used only for the purposes and in the manner herein provided.
B. DISPOSITION OF REVENUES. All funds at any time remaining on
deposit in the Revenue Fund shall be disposed of on or before the twentieth day of each
month, commencing in the month immediately following the delivery of the 1984 Bonds,
only in the following manner and in the following order of priority:
(1) Funds shall first be used for deposit into a fund to be known as the
"Operation and Maintenance Fund", which is hereby established, of such sums as are
necessary for the Cost of Operation and Maintenance, for the next ensuing month.
(2) From the moneys remaining in the Revenue Fund, the Issuer shall
next deposit into a separate fund, which is hereby created and designated "Water
Refunding Revenue Bonds, Series 1984 Sinking Fund" (hereinafter called "Sinking Fund "),
such sums as will be sufficient to pay (a) one -sixth (1/6) of all interest becoming due on
the Bonds on the next semi- annual interest payment date; (b) commencing in the first
month which is twelve (12) months or six (6) months prior to the first annual or semi-
annual maturity date, respectively, of any Serial Bonds, one - twelfth (1/12) or one -sixth
(1/6), respectively, of the amount of Serial Bonds which will become due and payable on
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the next annual or semi- annual principal maturity date, respectively, and (c) one- twel €th
(1/12) of the Amortization Installment required to be made on the next annual payment
date or one -sixth (1/6) of the Amortization Installment required to be made on the next
semi- annual payment date into a "Bond Amortization Account ", which is hereby created
and established in the Sinking Fund. Such payments shall be credited to a separate special
account for each series of Term Bonds outstanding, and if there shall be more than one
stated maturity for Term Bonds of a series, then into a separate special account in the
Sinking Fund for each such separate maturity of Term Bonds. The funds and investments
in each such separate account shall be pledged solely to the payment of principal of the
Term Bonds of the series or maturity within a series for which it is established and shall
not be available for payment, purchase or redemption of Term Bonds of any other series
or within a series, or for transfer to the Sinking Fund to make up any deficiencies in
required payments therein. The Amortization Installments may be due either annually or
semi - annually, but in any event, the required payments as set forth above shall be made
monthly commencing in the first month which is six (6) months or twelve (12) months, as
the case may be, prior to the date on which the Amortization Installment is required to be
made pursuant to (c) above.
Upon the sale of any series of Term Bonds, the Issuer shall by resolution,
establish the amounts and maturities of such Amortization Installments for each series,
and if there shall be more than one maturity of Term Bonds within a series, the
Amortization Installments for the Term Bonds of each maturity. In the event the moneys
deposited for retirement of a maturity of Term Bonds are required to be invested, in the
manner provided below, the Amortization Installments may be stated in terms of either
the principal amount of the investments to be purchased on, or the cumulative amounts of
the principal amount of investments required to have been purchased by, the payment
date of such Amortization Installment.
Moneys on deposit in each of the separate special accounts in the Bond
Amortization Account shall be used for the open market purchase or the redemption of
Term Bonds of the series or maturity of Term Bonds within a series for which such
separate special account is established or may remain in said separate special account and
be invested until the stated date of maturity of the Term Bonds. The resolution
esta5lishing the Amortization Installments for any series or maturity of Term Bonds may
limit the use of moneys to any one or more of the uses set forth in the preceding sentence
and may specify the type or types of investments permitted hereunder to be purchased.
LKL- 10/22/84 -278A -1896 -13-
(3) Moneys remaining in the Revenue Fund shall next be applied by the
Issuer to maintain a Reserve Account, which Reserve Account is hereby created and
established, in a sum equal to and sufficient to pay the Maximum Bond Service
Requirement on all outstanding Bonds becoming due in any ensuing Fiscal Year, all or a
portion of which such sum may be initially provided from the proceeds of the sale of the
Bonds and /or other moneys of the Issuer. The Issuer shall thereafter deposit into said
Reserve Account an amount equal to one - twelfth (1/12) of twenty per cent (20°x) of the
difference between the amount, if any, so deposited upon the delivery of the Bonds and
the amount of the Maximum Bond Service Requirement on all outstanding Bonds becoming
due in any ensuing Fiscal Year. No further payments shall be required to be made into
such Reserve Account when there has been deposited therein and as long as there shall
remain on deposit therein a sum equal to the Maximum Bond Service Requirement on all
outstanding Bonds becoming due in any ensuing Fiscal Year.
Any withdrawals from the Reserve Account shall be subsequently restored
from the first moneys available in the Revenue Fund after all required current payments
into the Sinking Fund and into the Reserve Account, including all deficiencies for prior
payments, have been made in full.
Moneys in the Reserve Account shall be used only for the purpose of the /
payment of maturing principal (including Amortization Installments) of or interest on the v
Bonds when the moneys in the Sinking Fund are insufficient therefor, and for no other
purpose. Upon the issuance by the Issuer of any Additional Bonds under the terms,
limitations and conditions provided in this Resolution, the payments into the Reserve
Account shall be increased so that the amount on deposit therein shall be equal to the
Maximum Bond Service Requirement on all Bonds outstanding and to be outstanding.
Whenever the amount on deposit in the Reserve Account exceeds the
Maximum Bond Service Requirement on all Bonds then outstanding, the excess may be
withdrawn and deposited into the Sinking Fund.
The Issuer shall not be required to make any further payments into the Sinking
Fund or into the Reserve Account when the aggregate amount of moneys in the Sinking
Fund and the Reserve Account are at least equal to the aggregate principal amount of
Bonds then outstanding, plus the amount of interest then due or thereafter to become due
on the Bonds then outstanding.
Notwithstanding the foregoing provisions, in lieu of the required deposits of
Revenues into the Reserve Account, the Issuer may cause to be deposited into the
LK L-10 /2 2 /84 -2 7 8A -18 9 6 -14-
0 0
Reserve Account a surety bond or an insurance policy issued by a reputable and
recognized insurer for the benefit of the Bondholders in an amount equal to the difference
between the Maximum Bond Service Requirement and the sums then on deposit in the
Reserve Account, if any, which surety bond or insurance policy shall be payable (upon the
giving of notice as required thereunder) on any interest payment date on which a
deficiency exists which cannot be cured by funds in any other account held pursuant to
this Resolution and available for such purpose. The insurer providing such surety bond or
insurance policy shall be an insurer whose municipal bond insurance policies insuring the
payment, when due, of the principal of and interest on municipal bond issues results in
such issues being rated in the highest rating category by either Standard & Poor's
Corporation or Moody's Investors Service, Inc., or their successors or any insurer who
holds the highest policyholder rating accorded insurers by A.M. Best & Co. or any
comparable service. If a disbursement is made from a surety bond or an insurance policy
provided pursuant to this paragraph, the Issuer shall be obligated to either reinstate the
maximum limits of such surety bond or insurance policy immediately following such
disbursement or to deposit into the Reserve Account, as herein provided in this paragraph
for restoration of withdrawals from the Reserve Account, funds in the amount of the
disbursement made under such policy, or a combination of such alternatives.
(4) The Issuer shall next apply and deposit the moneys in the Revenue
Fund into a special account to be known as the "Renewal and Replacement Fund ", which
fund is hereby created. The Issuer shall deposit into such Renewal and Replacement Fund
an amount equal to one- twelfth (1/12) of five per centum (5 %) of the Gross Revenues of
the System for the previous Fiscal Year, or such other amount as is certified as necessary
for the purposes of the Renewal and Replacement Fund by the Consulting Engineer and as
approved by the Village Council. The moneys in said Renewal and Replacement Fund shall
be used only for the purpose of paying the cost of extensions, enlargements or additions to
or the replacement of capital assets of the system and emergency repairs thereto. Such
moneys on deposit in such Fund shall also be used to supplement the Reserve Account if
necessary in order to prevent a default in the payment of the principal of and interest on
the Bonds.
(5) To the extent subordinated debt is issued and outstanding (which
subordinated debt the Issuer reserves the right to issue), the Issuer shall next apply
moneys in the Revenue Fund to the payment of principal of, redemption premium, if any,
and interest on such subordinated debt of the Issuer.
LK L-10 /22 /84 -278 A -18 96 -15-
•
(6) The balance of any moneys remaining in the Revenue Fund after
the above required payments have been made may either be deposited into either the
Renewal and Replacement Fund or the Sinking Fund, or may be used for the purchase or
redemption of Bonds, or ma y be used by the Issuer for any law ful purp_ose_of_the__kugr_.
C. INVESTMENT OF FUNDS. The Operation and Maintenance Fund, the
Sinking Fund, the Reserve Account, the Renewal and Replacement Fund, the Revenue
Fund, and any other special funds herein established and created shall constitute trust
funds for the purposes provided herein fot such funds. All such funds shall be continuously
secured in the same manner as state and municipal deposits are required to be secured by
the laws of the State of Florida. Moneys on deposit in any of such funds and accounts may
be invested and reinvested in Authorized Investments.
Investments made with moneys in the Revenue Fund, the Operation and
Maintenance Fund, the Sinking Fund (except the Bond Amortization Account therein),
must mature not later than the date that such moneys will be needed. Investments made
with moneys in the accounts in the Bond Amortization Account, in the Reserve Account
and in the Renewal and Replacement Fund must mature, in the case of the accounts in the
Bond Amortization Account not later than the stated date of maturity of the Term Bonds
to be retired from the sub - accounts in the Bond Amortization Account from which the
investment is made, in the case of the Reserve Account not later than 15 years after the
date of such investment; and in the case of the Renewal and Replacement Fund, not later
than such date as shall be determined by the Issuer. Any and all income received by the
Issuer from all such investments shall be deposited into the Revenue Fund, except
however, that investment income earned in the Bond Amortization Account may be
retained thereon or deposited into the Sinking Fund and used to pay maturing principal of
and interest on the Bonds, at the option of the Issuer.
The cash required to be accounted for in each of the foregoing funds and
accounts established herein may be deposited in a single bank account, and funds allocated
to the various accounts established herein may be invested in a common investment pool,
provided that adequate accounting records are maintained to reflect and control the
restricted allocation of the cash on deposit therein and such investments for the various
purposes of such funds and accounts as herein provided.
The designation and establishment of the various funds in and by this
Resolution shall not be construed to require the establishment of any completely
independent, self - balancing funds as such term is commonly defined and used in
LIB L -10 /22 /84 -2 7 8 A -18 96 -16-
0 •
governmental accounting, but rather is intended solely to constitute an earmai of
certain revenues and assets of the System for certain purposes and to establish certain
priorities for application of such revenues and assets as herein provided.
D. OPERATION AND MAINTENANCE. The Issuer will maintain the
System and all parts thereof in good condition and will operate the same in an efficient
and economical manner, making such expenditures for equipment and for renewals, repairs
and replacements as may be proper for. the economical operation and maintenance
thereof.
E. RATE ORDINANCE. The Issuer has enacted or will enact a rate
ordinance and thereby will fix, establish and maintain such rates and will collect such
fees, rentals and other charges for the services and facilities of the System and revise the
same from time to time whenever necessary, as will always provide Gross Revenues in
each Fiscal Year sufficient to pay the Cost of Operation and Maintenance of the System
in such Fiscal Year, one hundred twenty -five per centum (125 %) of the Bond Service
Requirement becoming. due in such Fiscal Year on the outstanding 1984 Bonds and on all
outstanding Additional Bonds, plus one hundred per centum (100 %) of all reserve and other
payments required to be made pursuant to this Resolution. Such rates, fees, rentals and
other charges shall not be reduced so as to be insufficient to provide Gross Revenues for
such purposes. ,
The Issuer shall annually prepare and adopt at least fifteen (15) days prior to
the beginning of each of its Fiscal Years, a detailed budget of the estimated expenditures
for operation and maintenance of the System during such next succeeding Fiscal Year. No
expenditure for the operation and maintenance of the System shall be made in any Fiscal
Year in excess of the amount provided therefor in such budget without a finding and
recommendation by the duly authorized officer in charge thereof, or shall be made until
the governing body of the Issuer shall have approved such finding and recommendation.
No such increased expenditures in excess of ten per centum (10 %) of the amount provided
therefor in such budget shall in any event be made except upon the further certification
of the Consulting Engineer that such increased expenditures are necessary and essential to
the continuance in operation of the System. The Issuer shall mail copies of such annual
budgets and all ordinances and resolutions authorizing increased expenditures for
operation and maintenance to any Bondholder who shall file his address with the Issuer and
request in writing that copies of all such budgets and ordinances and resolutions be
furnished him and shall make available such budgets and all ordinances and resolutions
LKL- 10/22/84 -278A -1896 -17-
authorizing' increased' 'expenditures for operation and maintenance of the System at all
reasonable times to any Bondholder or to anyone acting for and on behalf of such
Bondholder.
F. BOOKS AND RECORDS. The Issuer shall keep books and records of the
System, which such books and records shall be kept separate and apart from all other
books, records and accounts of the Issuer, and Bondholders shall have the right at all
reasonable times to inspect all records, accounts and data of the Issuer relating thereto.
G. ANNUAL AUDIT. The Issuer shall also, at least once a year, within 120
days after the close of its Fiscal Year, cause the books, records and accounts relating to
the System to be properly audited by a recognized independent firm of certified public
accountants and shall make generally available the report of such audits to any
Bondholder.
H. NO MORTGAGE OR SALE OF THE SYSTEM. The Issuer irrevocably
covenants, binds and obligates itself not to sell, lease, encumber or in any manner dispose
of the System as a whole until all of the Bonds shall have been paid in full as to both
principal and interest, or payment shall have been duly provided for under this Resolution.
The foregoing provision notwithstanding, the Issuer may sell or dispose of, for
fair market value, any properties or parts of the System which the Consulting Engineer
shall certify in writing are not necessary for the continued operation of the System and
that the sale or disposal of which will not adversely affect the Gross Revenues.to be
derived from the System to such an extent that the Issuer will fail to comply with the
covenants contained herein, including Section 16(E) hereof.
The proceeds derived from any sale or disposal of any properties or parts of
the System as provided for in the above paragraph shall, in the discretion of the Issuer, be
(1) deposited in the Renewal and Replacement Fund and used exclusively for the purpose
of paying the cost of extensions, enlargements or additions to, or the replacement of
capital assets of the System and for unusual or extraordinary repairs thereto, or for the
construction or acquisition of additions, extensions and improvements to the System, or
(2) for the purchase or retirement of the Bonds then outstanding. However, if the
Consulting Engineer certifies that proceeds are necessary for the purposes stated in (1)
above, such proceeds shall remain in the Renewal and Replacement Fund until such
certified requirements are satisfied, and the proceeds shall not be used for any other
purpose allowed by this Resolution.
LK L-10 /22 /84 -2 7 8 A -18 96 -18-
0
I. INSURANCE. The Issuer will make adequate provision to maintain fire
and windstorm insurance on all buildings and structures and properties of the System
which are subject to loss through fire or windstorm, public liability insurance, and other
insurance of such types and in such amounts as are normally carried in the operation of
similar public and private utility systems within the State of Florida. Any such insurance
shall be placed with nationally recognized and reputable insurors or under State approved
and authorized self insurance programs or any combination of both and shall be carried for
the benefit of the Bondholders. All monies received for losses under any such insurance,
except public liability, are hereby pledged by the Issuer as security for the Bonds, until
and unless such proceeds are used to remedy the loss or damage for which such proceeds
are received, either by repairing the property damaged or replacing the property
destroyed within ninety (90) days from the receipt of such proceeds.
J. NO FREE SERVICE. The Issuer will not render or cause to be rendered
any free services of any nature by its System, nor will any preferential rates be
established for users of the same class. This covenant shall not prevent individual
contracts with other governmental entities for the wholesale delivery of services of the
System. The Issuer, including its departments, agencies and instrumentalities, shall avail
itself of the facilities or services provided by the System or any part thereof, and the
same rates, fees or charges applicable to other customers receiving like services under
similar circumstances shall be charged to the Issuer and any such department, agency or
instrumentality. Such charges shall be paid as they accrue, and the Issuer shall transfer
from its general funds sufficient sums to pay such charges. The revenues so received shall
be deemed to be Gross Revenues derived from the operation of the System and shall be
deposited and accounted for in the same manner as other Gross Revenues derived from
such operation of the System.
K. MANDATORY CONNECTION. To the full extent permitted by law the
Issuer will adopt and keep in force and effect an ordinance requiring that all improved
premises with respect to which potable water services from the System are available shall
connect such premises to the System and shall obtain available potable water services
only from the System.
L. ENFORCEMENT OF COLLECTIONS. The Issuer will diligently enforce
and collect all fees, rentals and other charges for the services and facilities of the System
and take all steps, actions and proceedings for the enforcement and collection of such
fees, rentals and other charges which shall become delinquent to the full extent permitted
or authorized by the Act and by the laws of the State of Florida.
LKL- 10/24/84 -278A -1896 -19-
0 •
The Issuer will, under reasonable rules and regulations, shut off and discon-
tinue the supplying of the water service of the System for the non - payment of' fees,
rentals or other charges for said water service, or either of them, and will not restore said
water service, until all delinquent charges for water service, together with interest and
reasonable penalties, have been paid in full.
M. REMEDIES. Any Bondholder, or any trustee acting for the Bondholders
may, either at law or in equity, by suit, action, mandamus or other proceedings in any
court of competent jurisdiction, protect and enforce any and all rights, including the right
to the appointment of a receiver, existing under the laws of the State of Florida, or
granted and contained herein, and may enforce and compel the performance of all duties
herein required or by any applicable statutes to be performed by the Issuer or by any
officer thereof.
Nothing herein, however, shall be construed to grant to any Bondholders any
lien on any real property of the Issuer.
N. CONSULTING ENGINEERS. The Issuer will retain an independent
consulting engineer or engineering firm having a favorable reputation for skill and
experience for the design, construction and operation of systems of comparable size and
character as the System, for the purpose of providing the Issuer competent engineering
counsel in connection with the making of the capital improvements. The Issuer may,
however, employ additional engineers at any time with relation to specific engineering
and operation problems arising in connection with the System.
O. VILLAGE MANAGER REPORTS. On an annual basis, within 45 days of
the receipt of the annual audit of the System provided for above, the Issuer shall cause to
be prepared by the Village Manager a report or survey of the System with respect to the
management of the properties thereof, the sufficiency of the rates and charges for
services, the proper maintenance of the properties of the System and the necessity for
capital improvements and recommendations therefor. Such a report or survey shall also
show any failure of the Issuer to perform or comply with the covenants herein contained,
including those contained in subsection I above.
In the event that such annual report reflects that the rates and charges for
services are insufficient to protect the rights of the Bondholders, then the Issuer shall
take such steps as are required by law to raise the rates and charges for services. In the
event that the annual report indicated that the rates and charges for services should be
increased substantially pro rata as to all classes of service, then, to the full extent
LKL- 10/22/84 -278A -1896 -20-
permitted by law, the Issuer shall raise the rates and charges for services.
P. NO COMPETING SYSTEM. To the full extent permitted by law the
Issuer will not grant or cause, consent to, or allow the granting of any franchise or permit
to any person, firm, corporation or body or agency or instrumentality whatsoever for the
furnishing of water or sanitary sewerage services to or within the service area of the
System, if determined by the Consulting Engineers to be materially competitive with the
System and adversely affecting the * 6ross Revenues derived from the operation thereof.
Q. ISSUANCE OF OTHER OBLIGATIONS. The Issuer will not issue any
other obligations, except under the conditions and in the manner provided herein, payable
from the Pledged Revenues, nor voluntarily create or cause to be created any debt, lien,
pledge, assignment, encumbrance or other charge having priority to or being on a parity
with the lien of the 1984 Bonds and the interest thereon upon the Pledged Revenues. Any
other obligations issued by the Issuer in addition to the 1984 Bonds or Additional Bonds
provided for in subsection R below, payable from the Pledged Revenues shall contain an
express statement that such obligations are junior and subordinate in all respects to the
Bonds as to lien on and source and security for payment from the Pledged Revenues.
. R. ISSUANCE OF ADDITIONAL BONDS. Additional Bonds, payable on a
parity from the Pledged Revenues with the 1984 Bonds, shall be issued only for the
purposes of refunding a part of the outstanding Bonds or financing the cost of extensions,
additions and improvements to the System and for the acquisition and construction of, and
extensions, additions and improvements to, water systems which are to be consolidated
with the System and operated as a single combined utility. Additional Bonds, other than
for refunding purposes, shall be issued only upon compliance with all of the following
conditions:
(1) There shall have been obtained and filed with the Village Clerk of the
Issuer a certificate of a qualified and recognized firm of independent certified public
accountants stating: (a) that the books and records of the Issuer relative to the System
have been audited by such firm; (b) the amount of the Pledged Revenues derived for the
Fiscal Year preceding the date of issuance of the proposed Additional Bonds or for any 12
consecutive months during the 18 months immediately preceding the date of the issuance
of the Additional Bonds with respect to which such certificate is made, adjusted as herein
below provided; (c) that the aggregate amount of such Pledged Revenues, as adjusted, for
the period for which such Pledged Revenues are being certified is equal to not less than
LKL- 10/24/84 -278A -1896 -21-
• •
125% of the Maximum Bond Service Requirement becoming due in any Fiscal Year
thereafter on (i) all Bonds then outstanding, and (ii) on the Additional Bonds with respect
to which such certificate is made.
(2) Upon recommendation of the Consulting Engineers, the Pledged
Revenues certified pursuant to (b) in the previous paragraph may be adjusted for purposes
of this Subsection by including: (a) 75% of the additional Pledged Revenues which in the
opinion of the Consulting Engineer would have been derived by the Issuer from rate
increases adopted before the Additional Bonds are issued, if such rate increases had been
implemented before the commencement of the period for which such Pledged Revenues
are being certified, (b) to reflect any change in such Pledged Revenues caused by any new
projects of the System having been placed into use and operation subsequent to the date
of commencement of such period and prior to the date of such statement provided for in
paragraph (1) above, and (c) 75% of the additional Pledged Revenues estimated by the
Consulting Engineer to be derived during the first full twelve month period after the
facilities of the System are extended, enlarged, improved or added to with the proceeds of
the Additional Bonds with respect to which such certificate is made.
(3) Each ordinance or resolution authorizing the issuance of Additional
Bonds will recite that all of the covenants herein contained will be applicable to such
Additional Bonds.
(4) The Issuer shall not be in default in performing any of the covenants and
obligations assumed hereunder, and all payments herein required to have been made into
the accounts and funds, as provided hereunder, shall have been made to the full extent
required.
S. APPLICATION OF REFUNDED BONDS FUNDS AND ACCOUNTS. All
moneys in the funds and accounts created by the ordinance which authorized the issuance
of the Refunded Bonds may, in the discretion of the Issuer, be transferred to and
deposited in the like funds and accounts created by this Resolution or may be used by the
Issuer, in whole or in part, to effect the refunding of the Refunded Bonds, as evidenced by
a certificate of the Village Manager directing such transfer and use. All funds and
accounts created by this Resolution may be held by more than one depositary in the
discretion of the Issuer.
Section 17. APPLICATION OF PROCEEDS OF THE 1984 BONDS. All
moneys received from the sale of the 1984 Bonds shall be deposited by the Issuer in a
special account in a bank or trust company and applied by the Issuer as follows:
LKL- 10/22/84 -278A -1896 -22-
i •
(A) All accrued interest shall be deposited in the Sinking Fund and used
solely for the purpose of paying interest on the 1984 Bonds.
(B) A sum which together with, at the discretion of the Issuer, moneys
on deposit in the Reserve Account for the Refunded Bonds, will be equal to the Maximum
Bond Service Requirement on the 1984 Bonds becoming due in any Fiscal Year may be
deposited into the Reserve Account, at the option of the Issuer.
(C) To the extent not reimbursed or paid by the original purchaser of
the 1984 Bonds, the Issuer shall pay all costs and expenses in connection with the
preparation, issuance and sale of the 1984 Bonds.
(D) A sum specified in the Escrow Deposit Agreement which together
with the other funds described in the Escrow Deposit Agreement to be deposited in
escrow, will be sufficient to pay, as of any date of calculation, the principal of, interest
on, premium, if any, and other costs and obligations incurred with respect to the Refunded
Bonds as the same shall become due or are redeemed, as provided by subsequent resolution,
of the Issuer and to pay the expenses specified in the Escrow Deposit Agreeement, shall
be deposited into the Escrow Account established in the Escrow Deposit Agreement, in
the amounts sufficient for such purposes.
Such funds shall be kept separate and apart from all other funds of the Issuer
and the moneys on deposit therein shall be withdrawn, used and applied by the Issuer
solely for the purposes set forth herein and in the Escrow Deposit Agreement.
Simultaneously with the delivery of the 1984 Bonds to the purchaser thereof,
the Issuer shall enter into an Escrow Deposit Agreeement, in substantially the form
attached hereto, with a bank or trust company approved by the Issuer. Such Escrow
Deposit Agreement shall provide for the deposit of sums into the Escrow Account and for
the investment of such moneys in appropriate Federal Securities so as to produce
sufficient funds to make all of the payments described in the first paragraph of this
Subsection 17D. At the time of execution of the Escrow Deposit Agreement, the Issuer
shall furnish to the Escrow Holder named therein appropriate documentation to demon-
strate that the sums being deposited and the investments to be made will be sufficient for
such purposes.
(E) The remainder of the proceeds shall be deposited in the Reserve
Account to the extent necessary to meet the maximum requirements thereof, and any
balance thereafter may be deposited into the Renewal and Replacement Fund, or at the
option of the Issuer may be deposited into the Sinking Fund herein created. All such
LKL- 10/22/84 -278A -1896 -23-
W •
proceeds shall be and constitute trust funds for such purposes, and there is hereby created
a lien upon such moneys until so applied in favor of the Bondholders.
Section 18. ARBITRAGE. The Issuer at all times while the Bonds are
outstanding will comply with the requirements of Section 103(c) of the Internal Revenue
Code of 1954 and any valid and applicable rules and regulations promulgated thereunder.
Section 19. SALE OF THE 1984 BONDS. The Bonds shall be issued and
sold in such manner and at such price or prices consistent with the provisions of the Act
and the requirements of this Resolution as the Issuer shall hereafter determine by
resolution.
Section 20. CAPITAL APPRECIATION BONDS. For the purposes of (i)
receiving payment of the redemption price if a Capital Appreciation Bond is redeemed
prior to maturity, or (ii) receiving payment of a Capital Appreciation Bond if the principal
of all Bonds is declared immediately due and payable under the provisions of the
Resolution, or (iii) computing the amount of Bonds held by the registered owner of a
Capital Appreciation Bond in giving to the Issuer or the Trustee any notice, consent,
request or demand pursuant to the Resolution for any purpose whatsoever, the principal
amount of a Capital Appreciation Bond shall be deemed to be its Accreted Value.
Section 21. MODIFICATION OR AMENDMENT. No material modifi-
cation or amendment of this Resolution or of any ordinance or resolution amendatory
hereof or supplemental hereto may be made without the consent in writing of (i) the
insuror under any insurance policy of the Issuer then in force which insures against non-
payment of principal of and redemption premium, if applicable, and interest on, the
Bonds, and (ii) the Registered Owners of two - thirds or more in the principal amount of the
Bonds then outstanding; providing, however, that no modification or amendment shall
permit a change in the maturity of the Bonds or reduction in the rate of interest thereon
or in the amount of the principal obligation thereof or affecting the promise of the Issuer
to pay the principal of and interest on the Bonds as the same shall become due from the
Pledged Revenues or reduce the percentage of Registered Owners required to consent to
any material modification or amendment hereof without the consent in writing of any
insuror and of all Registered Owners; provided further, however, that no such modifi-
cation or amendment shall allow or permit any acceleration of the payment of principal of
or interest on the Bonds upon any default in the payment thereof whether or not the
insuror and Registered Owners consent thereto.
LK L-10 /2 2 /84 -27 8 A -18 96 -24-
• 0.
Section 22. DEFEASANCE AND SUBROGATION_ (a) if, at any time, the
Issuer shall have paid, or shall have made provision for payment of, the principal, interest
and redemption premiums, if any, with respect to the Bonds, then, and in that event, the
pledge of and lien on the Pledged Revenues and all covenants herein in favor of the
Bondholders shall be no longer in effect. For purposes of the preceding sentence, deposit
of Federal Securities or bank certificates of deposit fully secured as to principal and
interest by Federal Securities (or deposit of any other securities or investments which
may be authorized by law from time to time and sufficient under such law to effect such
a defeasance) in irrevocable trust with a banking institution or trust company, for the sole
benefit of the Bondholders, in respect to which such Federal Securities or certificates of
deposit, the principal and interest received will be sufficient to make timely payment of
the principal of, interest on, redemption premiums, if any, expenses and any other
obligations of the Issuer incurred with respect to the outstanding Bonds, shall be
considered "provision for payment ". Nothing herein shall be deemed to require the Issuer
to call any of the outstanding Bonds for redemption prior to maturity pursuant to any
applicable optional redemption provisions, or to impair the discretion of the Issuer in
determining whether to exercise any such option for early redemption.
(b) In the event any of the principal and redemption premium, if applicable,
and interest due on the Bonds shall be paid by an insuror pursuant to an insurance policy
which insures against non - payment thereof, the pledge of the Pledged Revenues and all
covenants, agreements and other obligations of the Issuer to the Bondholder to whom or
for the benefit of whom the insuror has made such payments, shall continue to exist and
the insuror shall be subrogated to the rights of such Bondholder to the full extent of such
payments.
Section 23. PUBLICATION OF NOTICE OF REFUNDING. Within thirty
(30) days after the delivery of the 1984 Bonds, the Issuer shall cause to be published one
time in a newspaper published and of general circulation in the Village of Tequesta,
Florida, and a financial journal published in the Borough of Manhattan, City and State of
New York, a notice of the advance refunding of the Refunded Bonds.
Section 24. SEVERABILITY OF INVALID PROVISIONS. If any one or
more of the covenants, agreements or provisions herein contained shall be held contrary
to any express provisions of law or contrary to the policy of express law, though not
expressly prohibited, or against public policy, or shall for any reason whatsoever be held
invalid, then such covenants, agreements or provisions shall be null and void and shall be
LKL- 10/22/84 -278A -1896 -25-
0 0
deemed separable from the remaining covenants, agreements or provisions and shall in no
way affect the validity of any of the other provisions hereof or of the Bonds issued
hereunder.
Section 25. VALIDATION AUTHORIZED. The Village Attorney is
authorized and directed to prepare and file proceedings in the Circuit Court of the
Fifteenth Judicial Circuit of Florida in and for Palm Beach County, Florida for the
validation of the 1984 Bonds, and the proper officers of the Issuer are hereby authorized
to verify on behalf of the Issuer any pleadings in such proceedings.
Section 26. REPEALING CLAUSE. All ordinances or resolutions or parts
thereof of the Issuer in conflict with the provisions herein contained are, to the extent of
such conflict, hereby superseded and repealed.
Section 27. EFFECTIVE DATE. This Resolution shall take effect
immediately upon its adoption.
THE FOREGOING RESOLUTION was offered by Councilmember W. Harvey Mapes, Jr.
who moved its adoption. The Resolution was seconded by
Councilmember Arthur R. Murphy and upon being put to a vote, the
vote was as follows:
FOR ADOPTION AGAINST ADOPTION
Lee M. Brown
W_ Harvey Mapes Jr
Arthur R Murphy
Carlton D Stoddard
William -E. W gar
The Mayor thereupon declared the Resolution duly passed and adopted
this 23rd day of October A.D., 1984.
MAYOR OF TEQUESTA
ATTEST:
CARLTON D. STODDARD
'J
CYRES0 COLBERT, Village Clerk
LK L- 10 /2 2 /8 4-2 7 8 A-1 8 9 6 -26-
I, duly appointed Village Clerk of
the Village of Tequesta, Florida, certify the foregoing to be a true and correct copy of
Resolution No. enacted by the Village Council on the
day of , 1984.
Witness my hand and the seal of the Village of Tequesta, Florida, this
day of , 1984.
By:
Village Clerk
LKL- 10/22/84 -278A -1896 -27-
EXHIBIT A 0
ESCROW DEPOSIT AGREEMENT
This ESCROW DEPOSIT AGREEMENT, dated as of , 1984, by
and between the VILLAGE OF TEQUESTA, a municipal corporation of the State of Florida
(the "Issuer "), and , a national banking association organized under
the laws of the United States of America, as Escrow Holder (the "Escrow Holder ");
WITNESSETH:
WHEREAS, the Issuer has previously authorized and issued obligations of
the Issuer as hereinafter set forth defined as the "Refunded Bonds ", as to which the
current Aggregate Debt Service (as hereinafter defined) is set forth on Schedule A; and
WHEREAS, the Issuer has determined to provide for payment of the
current Aggregate Debt Service of the Refunded Bonds by depositing with the Escrow
Holder pursuant to the provisions hereof, cash and Federal Securities, the principal of and
interest on which will be at least equal to such sum; and
WHEREAS, in order to obtain the funds needed for such purpose, the Issuer
has authorized and is, concurrently with the delivery of this Agreement, issuing certain
Revenue Bonds more fully described herein; and
WHEREAS, the Issuer has determined that the amount to be on deposit
from time to time in the Escrow Account, as defined herein, will be sufficient to pay the
Aggregate Debt Service;
NOW THEREFORE, in consideration of the mutual covenants and agree-
ments herein contained, the Issuer and the Escrow Holder agree as follows:
Section 1. Definitions As used herein, the following terms mean:
(a) " Aggregate Debt Service means, as of any date, the sum of all
present and future Annual Debt Service payments then remaining unpaid with respect to
the Refunded Bonds.
(b) " Agreement " means this Escrow Deposit Agreement.
(c) " Annual Debt Service means, in any year, the principal of and
interest on the Refunded Bonds coming due in such year as shown on Schedule A attached
hereto.
(d) ' Bonds " or " 1984 Bonds means the Water Refunding Revenue Bonds,
Series 1984, of the Issuer, authorized by the Resolution, as herein defined.
(e) " Escrow Account means the account established and held by the
Escrow Holder pursuant to this Agreement, in which cash and investments will be held for
payment of the Refunded Bonds and the Expenses.
LKL- 09/24/84 -278A -1896 -1-
Rev.10 /2 2 /84
(f) " Escrow Holder means ,
Florida.
(g) "E scrow Requirement means, as of any date of calculation, the sum
of an amount in cash and principal amount of Federal Securities in the Escrow Account
which, together with the interest due on the Federal Securities, will be sufficient to pay,
as the installments thereof become due, the Aggregate Debt Service and to pay when due
all Expenses then unpaid.
(h) " Expenses " means the expenses (including contractual obligations
incurred with respect to the Refunded Bonds) set forth on Schedule B attached hereto and
hereby made a part hereof.
(i) " Federal Securities shall mean direct obligations of the United
States of America (including obligations issued or held in book entry form on the books of
the Department of the Treasury of the United States of America), or trust certificates
evidencing an ownership interest therein, and obligations the principal of and interest on
which are fully guaranteed by the United States of America. .
(j) " Issuer " means the Village of Tequesta, Florida, a municipal
corporation of the State of Florida.
(k) "Resolution" means Resolution No. , duly adopted by the
governing body of the Issuer on , 1984, as amended and supplemented from
time to time, authorizing the Bonds and the Agreement.
(1) " Paying Agent shall mean the Paying Agent for the Refunded Bonds.
(m) " Refunded Bonds means the obligations of the Issuer set forth on
Schedule A attached hereto.
Section 2. Deposit of Funds The Issuer hereby deposits $
with the Escrow Holder in immediately available funds, to be held in irrevocable escrow
by the Escrow Holder and applied solely as provided in this Agreement. The Issuer
represents that:
(a) Such funds are all derived as follows:
(1) $ from the net proceeds of the Bonds,
(2) $ transferred from the funds held for the
payment of the Refunded Bonds; and
(3) $ from other funds of the Issuer.
(b) Such funds, when applied pursuant to Section 3 below, will at least
equal the Escrow Requirement as of the date hereof.
LK L-10 /22 /84 -27 8 A -18 96 -2-
0 i
Section 3. Use and Investment of Funds The Escrow Holder acknow-
ledges receipt of the sum described in Section 2 and agrees:
(a) to hold the funds in irrevocable escrow during the term of this
Agreement,
(b) to deposit the sum of $ in cash in the Escrow Account,
(c) to immediately invest $ of such funds by the purchase of
the Federal Securities set forth on Schedule C -1 attached hereto,
(d) to reinvest, upon receipt thereof, any maturing principal and interest
of such Federal Securities required to be reinvested pursuant to Schedule C -2. The
Escrow Holder shall also, on such date of reinvestment pursuant to Schedule C -2, pay to
the Issuer, for deposit into the Sinking Fund for the Bonds, the excess cash then held by
the Escrow Holder over the Escrow Requirement as of that date,
(e) to deposit in the Escrow Account, as received, the receipts of
maturing principal of and interest on the Federal Securities in the Escrow Account,
Section 4. Payment of Refunded Bonds and Expenses
(a) Refunded Bonds On each interest payment date for the Refunded
Bonds, the Escrow Holder shall pay to the Paying Agent for the Refunded Bonds, from the
cash on hand in the Escrow Account, a sum sufficient to pay that portion of the Annual
Debt Service for the Refunded Bonds coming due on such date, as shown on Schedule A.
(b) Expenses On each of the due dates as shown on Schedule B, the
Escrow Holder shall pay the portion of the Expenses coming due on such date to the
appropriate payee or payees designated on Schedule B and designated by separate
certificate of the Issuer.
(c) Surplus. On each interest payment date for the Refunded Bonds,
after making the payments from the Escrow Account described in Subsections 4(a) and (b),
the Escrow Holder shall pay to the Issuer any remaining cash in the Escrow Account in
excess of the Escrow Requirement, to be used for any lawful purpose of the Issuer.
(d) Priority of Payments The holders of the Refunded Bonds shall have
an express first lien on the funds and Federal Securities in the Escrow Account until such
funds and Federal Securities are used and applied as provided in this Agreement. If the
cash on hand in the Escrow Account is ever insufficient to make the payments required
under Subsection 4(a), all of the payments required under Subsection 4(a) shall be made
when due before any payments shall be made under Subsections 4(b) or 4(c).
LKL- 09/04/84 -278A -1896 -3-
Section 5. Reinvestment
(a) Except as provided in Section 3 hereof, and in this Section -, the
Escrow Holder shall have no power or duty to invest any funds held under this Agreement
or to sell, transfer or otherwise dispose of or make substitutions of the Federal Securities
held hereunder.
(b) At the request of the Issuer and upon compliance with the conditions
hereinafter stated, the Escrow Holder shall sell, transfer, otherwise dispose of or request
the redemption of any of the Federal Securities acquired hereunder and shall either apply
the proceeds thereof to the full discharge and satisfaction of the Refunded Bonds or
substitute other Federal Securities for such Federal Securities. The Issuer will not
request the Escrow Holder to exercise any of the powers described in the preceding
sentence in any manner which would cause any Bonds to be "arbitrage bonds" within the
meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended, and the
Regulations thereunder. The transactions may be effected only if (i) an independent
certified public accountant shall certify that the cash and principal amount of Federal
Securities remaining on hand after the transactions are completed, together with the
interest due thereon, will be not less than the Escrow Requirement, and (ii) the Escrow
Holder shall receive an unqualified opinion from a nationally recognized bond counsel or
tax counsel to the effect that the transactions will not cause such Bonds to be "arbitrage
bonds" within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as
amended, and the regulations thereunder in effect on the date of the transactions and
applicable to obligations issued on such date.
Section 6. No Redemption or Acceleration of Maturity The Issuer will not
accelerate the maturity or due date of the Refunded Bonds.
Section 7. Indemnity. The Issuer hereby assumes liability for, and
hereby agrees (whether or not any of the transactions contemplated hereby are consum-
mated) to indemnify, protect, save and keep harmless the Escrow Holder and its
respective successors, assigns, agents and servants, from and against any and all
liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses
and disbursements (including legal fees and disbursements) of whatsoever kind and nature
which may be imposed on, incurred by, or asserted against at any time, the Escrow Holder
(whether or not also indemnified against the same by the Issuer or any other person under
any other agreement or instrument) and in any way relating to or arising out of the
execution and delivery of this Agreement, the establishment of the Escrow Account,
established hereunder, the acceptance of the funds and securities deposited therein, the
LKL- 09/04/84 -278A -1896 -4-
purchase of the Federal Securities, the retention of the Federal Securities or the proceeds
thereof and any payment, transfer or other application of funds or securities by the
Escrow Holder in accordance with the provisions of this Agreement; provided, however,
that the Issuer shall not be required to indemnify the Escrow Holder against its own
negligence or willful misconduct. In no event shall the Issuer or Escrow Holder be liable
to any person by reason of the transactions contemplated hereby other than to each other
as set forth in this Section. The indemnities contained in this section shall survive the
termination of this Agreement.
Section 8. Responsibilities of Escrow Holder The Escrow Holder and its
respective successors, assigns, agents and servants shall not be held to any personal
liability whatsoever, in tort, contract, or otherwise, in connection with the execution and
delivery of this Agreement, the establishment of the Escrow Account, the acceptance of
the funds deposited therein, the purchase of the Federal Securities, the retention of the
Federal Securities or the proceeds thereof or any payment, transfer or other application
of money or securities by the Escrow Holder in any non- negligent act, non - negligent
omission or non - negligent error of the Escrow Holder made in good faith in the conduct of
its duties. The Escrow Holder shall, however, be liable to the Issuer for its negligent or
willful acts, omissions or errors which violate or fail to comply with the terms of this
Agreement. The duties and obligations of the Escrow Holder shall be determined by the
express provisions of this Agreement. The Escrow Holder may consult with counsel, who
may or may not be counsel to the Issuer, and in reliance upon the opinion of such counsel
shall have full and complete authorization and protection in respect of any action taken,
suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow
Holder shall deem it necessary or desirable that a matter be proved or established prior to
taking, suffering or omitting any action under this Agreement, such matter may be
deemed to be conclusively established by a certificate signed by an authorized officer of
the Issuer.
Section 9. Resignation of Escrow Holder The Escrow Holder may
resign and thereby become discharged from the duties and obligations hereby created, by
notice in writing given to the Issuer and published once in a newspaper of general
circulation published in the territorial limits of the Issuer, and in a daily newspaper of
general circulation or a financial journal published in the Borough of Manhattan, City and
State of New York, not less than sixty (60) days before such resignation shall take effect.
Such resignation shall take effect immediately upon the appointment of a new Escrow
LKL- 09/04/84 -278A -1896 -5-
Molder hereunder, if such new Escrow Holder shall be appointed before the time limited
by such notice and shall then accept the duties and obligations thereof.
Section 10. Removal of Escrow Holder
(a) The Escrow Holder may be removed at any time by an instrument or
concurrent instruments in writing, executed by the holders of not less than fifty -one per
centum (51 %) in aggregate principal amount of each issue of Refunded Bonds then
outstanding, such instruments to be filed with the Issuer, and notice in writing given by
such holders to the original purchaser or purchasers of the Refunded Bonds and published
once in a newspaper of general circulation published in the territorial limits of the Issuer,
and in a daily newspaper of general circulation or a financial journal published in the
Borough of Manhattan, City and State of New York, not less than sixty (60) days before
such removal is to take effect as stated in such instrument or instruments. Photographic
copy of any instrument filed with the Issuer under the provisions of this paragraph shall be
delivered by the Issuer to the Escrow Holder.
(b) The Escrow Holder may also be removed at any time for any breach
of trust or for acting or proceeding in violation of, or for failing to act or proceed in
accordance with, any provisions of this Agreement with respect to the duties and
obligations of the Escrow Holder, by any court of competent jurisdiction upon the
application of the Issuer or of the holders of not less than five per centum (5 %) in
aggregate principal amount of the Refunded Bonds then outstanding.
Section 11. Successor Escrow Holder
(a) If at any time hereafter the Escrow Holder shall resign, be removed, be
dissolved or otherwise become incapable of acting, or shall be taken over by any
governmental official, agency, department or board, the position of Escrow Holder shall
thereupon become vacant. If the position of Escrow Holder shall become vacant for any
of the foregoing reasons or for any other reason, the Issuer shall, but only with the written
approval of the original purchaser of the Refunded Bonds, or the corporate successor or
successors of the original purchaser, which approval shall not be unreasonably withheld,
appoint an Escrow Holder to fill such vacancy. The Issuer shall publish notice of any such
appointment once in each week for four (4) successive weeks in a newspaper of general
circulation published in the territorial limits of the Issuer and in a daily newspaper of
general circulation or a financial journal published in the Borough of Manhattan, City and
State of New York, and, before the second publication of such notice shall mail a cony
thereof to the original purchaser or purchasers of the Refunded Bonds.
LK L -10 /22 /84 -2 7 8 A -18 96 -6-
i •
(b) At any time within one year after such vacancy shall have occurred,
the holders of a majority in principal amount of each issue of Refunded Bonds then
outstanding, by an instrument or concurrent instruments in writing, executed by all such
bondholders and filed with the governing body of the Issuer, may appoint a successor
Escrow Holder, which shall supersede any Escrow Holder theretofore appointed by the
Issuer. Photographic copies of each such instrument shall be delivered promptly by the
Issuer, to the predecessor Escrow Holder and to the Escrow Holder so appointed by the
bondholders.
(c) If no appointment of a successor Escrow Holder shall be made
pursuant to the foregoing provisions of this section, the holder of any Refunded Bonds
then outstanding, or any retiring Escrow Holder may apply to any court of competent
jurisdiction to appoint a successor Escrow Holder. Such court may thereupon, after such
notice, if any, as such court may deem proper and prescribe, appoint a successor Escrow
Holder.
Section 12. Term This Agreement shall commence upon its execution
and delivery and shall terminate when the Refunded Bonds have been paid and discharged
in accordance with the proceedings authorizing the Refunded Bonds, and all amounts held
by the Escrow Holder hereunder have been applied in accordance herewith.
Section 13. Severability If any one or more of the covenants or
agreements provided in this Agreement on the part of the Issuer or the Escrow Holder to
be performed should be determined by a court of competent jurisdiction to be contrary to
law, such covenant or agreements herein contained shall be null and void and shall be
severed from the remaining covenants and agreements and shall in no way affect the
validity of the remaining provisions of this Agreement.
Section 14. Counterparts This Agreement may be executed in several
counterparts, all or any of which shall be regarded for all purposes as duplicate originals
and shall constitute and be but one and the same instrument.
Section 15. Governing Law This Agreement shall be construed under the
laws of the State of Florida.
Section 16. Security for Accounts and Funds All accounts and funds
maintained or held pursuant to this Agreement shall be continuously secured in the same
manner as other deposits of public funds are required to be secured by the laws of Florida.
LKL- 09/24/84 -278A -1896 -7-
# i
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized officers and ;their official seals to be hereunto
affixed and attested as of the date first above written.
VILLAGE OF TEQUESTA, FLORIDA
(SEAL)
By:
Mayor
Attested and Countersigned
By:
Village Clerk
s
as Escrow Holder
(SEAL)
By:
Attest: Its:
By:
Its:
LKL- 09/04/84 -278A -1896 -8-
Schedule A
(Aggregate Debt Service; Annual Debt Service; Description of Refunded Bonds)
LKL- 09/04/84 -278A -1896 -9-
Schedule B
(Expenses)
Maturity Paying
Date Agents Fees
LKL- 09/04/84 -278A -1896 -10-
a •
Schedule C -1
(Federal Securities for Investment)
Schedule C -2
(Federal Securities for Reinvestment)
1
LKL- 09/04/84 -278A -1896 -11-
EXIIIBIT B
(Form of Bonds)
(Except Capital Appreciation Bonds)
No. R- UNITED STATTS OF AMERICA $
STATE OF FLORIDA
VILLAGE OF TEQUESTA
WATER REFUNDING REVENUE BOND, SERIES 1984
Rate of Interest Maturity Date Dated Date Cusi
Registered Holder:
Principal Amount:
KNOW ALL MEN BY THESE PRESENTS, that the Village of Tequesta, Florida,
a municipal corporation of the State of Florida (hereinafter called "Issuer "), for value
received, hereby promises to pay to the Registered Holder identified above, or registered
assigns, on the Maturity Date identified above; the Principal Amount shown above; solely
from the revenues hereinafter mentioned, and to pay solely from such revenues, interest
on said sum from the date of this Bond or from the most recent interest payment date to
which interest has been paid; at the Rate of Interest per annum set forth above until the
payment of such principal sum, such interest being payable on 1, 1984, and
semiannually thereafter on 1 and 1 of each year. The
principal of and premium, if any, on this Bond are payable upon presentation and surrender
hereof on the date fixed for maturity or redemption at the principal office of
(the "Paying Agent ") in ,
Florida, or at the office designated for such payment of any successor thereof. The
interest on this Bond, when due and payable, shall be paid by check or draft mailed to the
Registered Holder, at his address as it appears on the Bond Register, at the close of
business on the 15th day of the month (whether or not a business day) next preceding the
interest payment date (the "Record Date "), irrespective of any transfer of this Bond
subsequent to such Record Date and prior to such interest payment date, unless the Issuer
shall be in default in payment of interest due on such interest payment date. In the event
of any such default, such defaulted interest shall be payable to the person in whose nam-,
such Bond is registered at the close of business on a special record date for the payment
of defaulted interest as established by notice mailed by the Registrar to the Registered
LKL- 09/04/84 -278A -1896 -1-
Rev.10/22/84
Holder not less than fifteen days preceding such special record date. Such notice shall be
mailed to the person in whose name such Bond is registered at the close of business on the
fifth (5th) day preceding the date of mailing. All amounts due hereunder shall be payable
in any coin or currency of the United States, which is, at the time of payment, legal
tender for the payment of public or private debts.
This Bond is one of a duly authorized issue of Bonds of the Issuer designated
"Water Refunding Revenue Bonds, Series 1984" in the aggregate principal amount of
$ , of like tenor and effect, except as to number, date, maturity, interest
rate and redemption provision, issued to finance the cost of refunding the Issuer's Water
Refunding Revenue Bonds, Series 1978, pursuant to the authority of and in full compliance
with the Constitution and laws of the State of Florida, including particularly Chapter 166,
Part 11, Florida Statutes (1983), and other applicable provisions of law, and pursuant to
Resolution No. �, duly adopted by the Issuer on , 1984, as
supplemented (hereinafter collectively called the "Resolution "), and is subject to all the
terms and conditions of such Resolution.
This Bond and the issue of Bonds of which it is a part, are special obligations
of the Issuer payable solely from and secured by an irrevocable lien upon and pledge of the
net revenues derived by the Issuer from the operation of its complete water system (the
"System ") (hereinafter referred to as the "Pledged Revenues "), all in the manner provided
in the Resolution.
This Bond does not constitute a general obligation, or a pledge of the faith,
credit or taxing power of the Issuer, the State of Florida or any political subdivision
thereof, within the meaning of any constitutional or statutory provision or limitation.
Neither the State of Florida nor any political subdivision thereof, nor the Issuer shall be
obligated (1) to exercise its ad valorem taxing power or any other taxing power in any
form on any real or personal property in the Issuer to pay the principal of the Bonds, the
interest thereon or other costs incident thereto or (2) to pay the same from any other
funds of the Issuer, except from the Pledged Revenues, in the manner provided herein and
in the Resolution. It is further agreed between the Issuer and the registered holder of this
Bond that this Bond and the indebtedness evidenced hereby shall not constitute a lien on
the Project or any other property of the Issuer, but shall constitute a lien only on the
Pledged Revenues, in the manner provided in the Resolution.
LK L-10 /22 /84 -2 7 8A -189 6 -2-
S •
(INSERT REDEMPTION PROVISIONS)
Bonds in denominations greater than $5,000 shall be deemed to be an
equivalent number of Bonds of the denomination of $5,000. In the event a Bond is of a
denomination larger than $5,000, a portion of such may be redeemed, but Bonds shall be
redeemed only in the principal amount of $5,000 or any integral multiple thereof. In the
event any of the Bonds or portions thereof are called for redemption as aforesaid, notice
thereof identifying the Bonds or portions thereof to be redeemed will be given by the
Registrar (who shall be the paying agent for the Bonds, or such other person, firm or
corporation as may from time to time be designated by the Issuer as the Registrar for the
Bonds) by mailing a copy of the redemption notice by first -class mail (postage prepaid)
not more than thirty (30) days and not less then fifteen (15) days prior to the date fixed
for redemption to the registered owner of each Bond to be redeemed in whole or in part at
the address shown on the registration books. Failure to give such notice by mailing to any
owner of Bonds, or any defect therein, shall not affect the validity of any proceeding for
the redemption of other Bonds. All Bonds so called for redemption will cease to bear
interest after the specified redemption date provided funds for their redemption are on
deposit at the place of payment at that time.
If the date for payment of the principal of, premium, if any, or interest on this
bond shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in
the city where the principal office of the paying agent is'located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day
which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions
are authorized to close, and payment on such date shall have the same force and effect as
if made on the nominal date of payment.
In and by the Resolution, the Issuer has covenanted and agreed with the
holders of the Bonds that it will fix, establish and maintain such rates and collect such
fees, rentals and other charges for the services and facilities of the System and revise the
same from time to time whenever necessary, as will always provide Gross Revenues in
each Fiscal Year sufficient to pay the Cost of Operation and Maintenance of the System
in such Fiscal Year, 125% of the Bond Service Requirement becoming due in such Fiscal
Year on the outstanding Bonds and on all outstanding Additional Bonds, plus 100% of all
reserve and other payments required to be made pursuant to the Resolution, and has
entered into certain other covenants and agreements respecting the Bonds, as to which
reference is made to the Resolution.
LK L -10 /2 2 /84 -27 8 A -18 96 -3-
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 the Bonds of this issue does not violate any constitutional or statutory
limitations or provisions.
Subject to the provisions of the Resolution respecting registration, this Bond is
and has all the qualities and incidents of a negotiable instrument under the Uniform
Commercial Code - Investment Securities of the State of Florida.
The Bonds are issued in the form of fully registered bonds without coupons in
denominations of $5000 or any integral multiple of $5000. Subject to the limitations and
upon payment of the charges provided in the Resolution, Bonds may be exchanged for a
like aggregate principal amount of Bonds of the same maturity of other authorized
denominations. This Bond is transferable by the Registered Holder hereof in person or by
his attorney duly authorized in writing, at the above - mentioned office of the Registrar,
but only in the manner, subject to the limitations and upon payment of the charges
provided in the Resolution, and upon surrender and cancellation of this Bond. Upon such
transfer a new Bond or Bonds of the same maturity and rate of interest, and of authorized
denomination or denominations, for the same aggregate principal amount, will be issued to
the transferee in exchange therefor at the earliest practicable time in accordance with
the provisions of the Resolution. Bonds may be transferred upon the registration books
upon delivery to the Registrar of the Bonds, accompanied by a written instrument or
instruments of transfer in form and with guaranty of signature satisfactory to the
Registrar, duly executed by the Registered Holder of the Bonds to be transferred or his
attorney -in -fact or legal representative, containing written instructions as to the details
of the transfer of such Bonds, along with the social security number or federal employer
identification number of such transferee and, if such transferee is a trust, the name and
social security or federal employer identification numbers of the settlor and beneficiaries
of the trust, the federal employer identification number and date of the trust and the
name of the trustee. The Issuer or the Registrar may charge the Registered Holder of
such Bond for every such transfer of a Bond an amount sufficient to reimburse them for
their reasonable fees and any tax, fee, or other governmental charge required to be paid
with respect to such transfer, and may require that such charge be paid before any such
new Bond shall be delivered.
LK L-10 /2 2 /84 -27 8 A -1896 -4-
The Issuer may deem and treat the Registered Holder hereof as the absolute
owner hereof (whether or not this Bond shall be overdue) for the purpose of receiving
payment of or on account of principal hereof and interest due hereon and for all other
purposes, and the Issuer shall not be affected by any notice to the contrary.
This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security or benefit under the Resolution until the certificate of authenti-
cation endorsed hereon shall have been duly signed by the Registrar.
IN WITNESS WHEREOF, the Village of Tequesta, Florida, has issued this Bond
and has caused the same to be executed by the manual or facsimile signature of its Mayor,
and attested and countersigned by the manual or facsimile signature of its Village Clerk,
and its official seal or a facsimile thereof to be affixed, impressed, imprinted, litho-
graphed or reproduced hereon, as of , 1984.
VILLAGE OF TEQUESTA, FLORIDA
(SEAL)
By:
Mayor
Attested and Countersigned
By:
Village Clerk
LKL- 10/22/84 -278A -1896 -5-
s •
CERTIFICATE OF AUTHENTICATION OF BOND REGISTRAR
This Bond is one of the issue of the within described Bonds. The Rate of Interest,
Maturity Date, Registered Holder and Principal Amount shown above are correct in all
respects and have been recorded, along with the applicable federal taxpayer identification
number and the address of the Registered Holder, in the Bond Register maintained at the
principal offices of the undersigned.
Registrar
Date of Registration and Authentication:
By:
Authorized Officer
VALIDATION CERTIFICATE
This Bond is one of a series of bonds which were validated by judgment of the
Circuit Court for Palm Beach County, Florida, rendered on ' 198
VILLAGE OF TEQUESTA, FLORIDA
By
Mayor
LKL- 09/04/84 -278A -1896 -6-
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned
(the 'Transferor "), hereby sells, assigns, and transfers unto
(Please insert name and Social Security or Federal Employer
Identification number of assignee) the within bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
(the "Transferee ") as attorney to register the transfer of the within Bond on the books
kept for registration thereof, with full power of substitution in the premises.
Date:
Signature Guaranteed:
NOTICE: Signatures must be guaranteed
by a member firm of the New York Stock
Exchange or a commercial bank or a trust
company.
NOTICE: No transfer will be registered and
no new Bond will be issued in the name of
the Transferee, unless the signature(s) to
this assignment corresponds with the name
as it appears upon the face of the within
Bond in every particular, without alteration
or enlargement or any change whatever and
the Social Security or Federal Employer
Identification Number of the Transferee is
supplied.
The following abbreviations, when used in the inscription on the face of the
within bond, shall be construed as though they were written out in full according to
applicable laws or regulations:
TEN COM - as tenants in UNIF GIF MIN ACT -
common Cust.
TEN ENT - as tenants by the Custodian for
entireties Minor
JT TEN - as joint tenants with under Uniform Gifts to Minors Act
right of survivor- of
ship and not as State
tenants in common
Additional abbreviations may also be used though not in list above.
LKL- 09/04/84 -278A -1896 -7-
(Form of Capital Appreciation Bonds)
No. CA- UNITED STATES OF AMERICA $
STATE OF FLORIDA Maturity
VILLAGE OF TEQUESTA Amount
WATER REFUNDING REVENUE BOND, SERIES 1984
Annual Yield Original Principal Date of
( Approximate) Amount Maturity Date Original Issue Cusip
Registered Holder:
Maturity Amount:
KNOW ALL MEN BY THESE PRESENTS, that the Village of Tequesta, Florida,
a municipal corporation of the State of Florida (hereinafter called "Issuer "), for value
received, hereby promises to pay to the Registered Holder identified above, or registered
assigns, on the Maturity Date identified above; the Maturity Amount shown above; solely
from the revenues hereinafter mentioned. The Original Principal Amount identified above
will accrete from the Date of Original Issue at the approximate Annual Yield identified
above (subject to the rounding of the Accreted Values), compounded
The Accreted Value will be paid on the Maturity Date (or upon earlier redemption) but
only upon presentation and surrender of this Bond, provided that on the Maturity Date or
upon earlier redemption hereof, the Accreted Values (per $5,000 Maturity Amount) as set
forth in the Table of Accreted Values set forth on the reverse side of this Bond shall
determine the total amount due (per $5,000 Maturity Amount) to the Maturity Date or
redemption date. Both principal of, premium, if any, and interest on this Bond are
payable in any coin or currency of the United States which at the time of payment is legal
tender for the payment of public or private debts. The Accreted Value of this Bond shall
be payable upon presentation and surrender hereof on the Maturity Date or the date fixed
for redemption at the corporate trust office of (the "Paying Agent ")
in , Florida, or at the office designated for such payment of any successor
thereof.
This Bond is one of a duly authorized issue of Bonds of the Issuer designated
"Water Refunding Revenue Bonds, Series 1984" in the aggregate principal amount of
$ , of like tenor and effect, except as to number, date, redemption
provisions, interest rate, and Maturity Date, issued to finance a portion of the cost of
LKL- 09/24/84 -278A -1896 -8-
refunding the Issuer's Water Refunding Revenue Bonds, Series 1978, pursuant to the
authority of and in full compliance with the Constitution and laws of the State of Florida,
including particularly Chapter 166, Part H, Florida Statutes (1983), and other applicable
provisions of law, and pursuant to Resolution No. , duly adopted by the Issuer on
1984, as supplemented (hereinafter collectively called the
"Resolution "), and is subject to all the terms and conditions of such Resolution.
This Bond and the issue of Bonds of which it is a part, are special obligations
of the Issuer payable solely from and secured by an irrevocable lien upon and pledge of the
net revenues derived by the Issuer from the operation of its complete water system (the
"System ") (hereinafter referred to as the "Pledged Revenues "), all in the manner provided
in the Resolution.
This Bond does not constitute a general obligation, or a pledge of the faith,
credit or taxing power of the Issuer, the State of Florida or any political subdivision
thereof, within the meaning of any constitutional or statutory provision or limitation.
Neither the State of Florida nor any political subdivision thereof, nor the Issuer shall be
obligated (1) to exercise its ad valorem taxing power or any other taxing power in any
form on any real or personal property in the Issuer to pay the principal of the Bonds, the
interest thereon or other costs incident thereto or (2) to pay the same from any other
funds of the Issuer, except from the Pledged Revenues, in the manner provided herein and
in the Resolution. It is further agreed between the Issuer and the registered holder of this
Bond that this Bond and the indebtedness evidenced hereby shall not constitute a lien only
on the Pledged Revenues, in the manner provided in the Resolution.
(INSERT REDEMPTION PROVISIONS)
Bonds in Maturity Amounts greater than $5,000 shall be deemed to be an
equivalent number of Bonds of the Maturity Amount of $5,000. In the event a Bond is of a
Maturity Amount larger than $5,000, a portion of such may be redeemed, but Bonds shall
be redeemed only in the maturity amount of $5,000 or any integral multiple thereof. In
the event any of the bonds or portions thereof are called for redemption as aforesaid,
notice thereof identifying the Bonds or portions thereof to be redeemed will be given by
the Registrar (who shall be the paying agent for the Bonds, or such other person, firm or
corporation as may from time to time be designated by the Issuer as the Registrar for the
Bonds) by mailing a copy of the redemption notice by first -class mail (postage prepaid) not
more than thirty (30) days and not less than fifteen (15) days prior to the date fixed for
LK L-10 /22 /84 -27 8 A -1896 -9-
a •
redemption to the registered owner of each Bond to be redeemed in whole or in part at
the address shown on the registration books. Failure to give such notice by mailing to any
owner of Bonds, or any defect therein, shall not affect the validity of any proceeding for
the redemption of other Bonds. All Bonds so called for redemption will cease to bear
interest after the specified redemption date provided funds for their redemption are on
deposit at the place of payment at that time.
If the date for payment of the principal of, premium, if any, or interest on this
bond shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in
the city where the principal office of the paying agent is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day
which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions
are authorized to close, and payment on such date shall have the same force and effect as
if made on the nominal date of payment.
In and by the Resolution, the Issuer has covenanted and agreed with the
holders of the Bonds that it will fix, establish and maintain such rates and collect such
fees, rentals and other charges for the services and facilities of the System and revise the
same from time to time whenever necessary, as will always provide Gross Revenues in
each Fiscal Year sufficient to pay the Cost of Operation and Maintenance of the System
in such Fiscal Year, 125% of the Bond Service Requirement becoming due in such Fiscal
Year on the outstanding Bonds and on all outstanding Additional Bonds, plus 100% of all
reserve and other payments required to be made pursuant to the Resolution, and has
entered into certain other covenants and agreements respecting the Bonds, as to which
reference is made to the Resolution.
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 the Bonds of this issue does not violate any constitutional or statutory
limitations or provisions.
Subject to the provisions of the Resolution respecting registration, this Bond is
and has all the qualities and incidents of a negotiable instrument under the Uniform
Commercial Code - Investment Securities of the State of Florida.
The Bonds are issued in the form of fully registered bonds without coupons in
Maturity Amounts of $5000 or any integral multiple of $5000. Subject to the limitations
LK L -10 /22 /84 -27 8 A -18 96 -10-
a �
and upon payment of the charges provided in the Resolution, Bonds may be exchanged for
a like aggregate maturity amount of Bonds of the same maturity. This Bond is
transferable by the Registered Holder hereof in person or by his attorney duly authorized
in writing, at the above - mentioned office of the Registrar, but only in the manner, subject
to the limitations and upon payment of the charges provided in the Resolution, and upon
surrender and cancellation of this Bond. Upon such transfer a new Bond or Bonds of the
same maturity and rate of interest, and of authorized maturity amount, for the same
aggregate maturity amount, will be issued to the transferee in exchange therefor at the
earliest practicable time in accordance with the provisions of the Resolution. Bonds may
be transferred upon the registration books upon delivery to the Registrar of the Bonds,
accompanied by a written instrument or instruments of transfer in form and with guaranty
of signature satisfactory to the Registrar, duly executed by the Registered Holder of the
Bonds to be transferred or his attorney -in -fact or legal representative, containing written
instructions as to the details of the transfer of such Bonds, along with the social security
number or federal employer identification number of such transferee and, if such
transferee is a trust, the name and social security or federal employer identification
numbers of the settlor and beneficiaries of the trust, the federal employer identification
number and date of the trust and the name of the trustee. The Issuer or the Registrar
may charge the Registered Holder of such Bond for every such transfer of a Bond an
amount sufficient to reimburse them for their reasonable fees and any tax, fee, or other
governmental charge required to be paid with respect to such transfer, and may require
that such charge be paid before any such new Bond shall be delivered.
The Issuer may deem and treat the registered holder hereof as the absolute
owner hereof (whether or not this Bond shall be overdue) for the purpose of receiving
payment of or on account of principal hereof and interest due hereon and for all other
purposes, and the Issuer shall not be affected by any notice to the contrary.
This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security or benefit under the Resolution until the certificate of authenti-
cation endorsed hereon shall have been duly signed by the Registrar.
LKL- 10/22/84 -278A -1896 -11-
IN WITNESS WHEREOF, the Village of Tequesta, Florida, has issued this Bond
and has caused the same to be executed by the manual or facsimile signature of its Mayor,
and attested and countersigned by the manual or facsimile signature of its Village Clerk,
and its official seal or a facsimile thereof to be affixed, impressed, imprinted,
lithographed or reproduced hereon, as of , 1984.
VILLAGE OF TEQUESTA, FLORIDA
(SEAL)
By:
Mayor
Attested and Countersigned
By:
Village Clerk
VALIDATION CERTIFICATE
This Bond is one of a series of bonds which were validated by judgment of
the Circuit Court for Palm Beach County, Florida, rendered on , 198
VILLAGE OF TEQUESTA, FLORIDA
By
Mayor
LKL- 09/24/84 -278A -1896 -12-
CERTIFICATE OF AUTHENTICATION OF BOND REGISTRAR
This Bond is one of the issue of the within described Bonds. The Rate of Interest,
Maturity Date, Registered Holder and Original Principal Amount shown above are correct
in all respects and have been recorded, along with the applicable federal taxpayer
identification number and the address of the Registered Holder, in the Bond Register
maintained at the principal offices of the undersigned.
Registrar
Date of Registration and Authentication:
By:
Authorized Officer
LKL- 09/24/84 -278A -1896 -13-
t
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned
(the "Transferor "), hereby sells, assigns, and transfers unto
(Please insert name and Social Security or Federal Employer
Identification number of assignee) the within bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
(the "Transferee ") as attorney to register the transfer of the within Bond on the books
kept for registration thereof, with full power of substitution in the premises.
Date:
Signature Guaranteed:
NOTICE: Signatures must be guaranteed
by a member firm of the New York Stock
Exchange or a commercial bank or a trust
company.
NOTICE: No transfer will be registered and
no new Bond will be issued in the name of
the Transferee, unless the signature(s) to
this assignment corresponds with the name
as it appears upon the face of the within
Bond in every particular, without alteration
or enlargement or any change whatever and
the Social Security or Federal Employer
Identification Number of the Transferee is
supplied.
The following abbreviations, when used in the inscription on the face of the
within bond, shall be construed as though they were written out" in full according to
applicable laws or regulations:
TEN COM - as tenants in UNIF GIF MIN ACT -
common Cust.
TEN ENT - as tenants by the Custodian for
entireties Minor
JT TEN - as joint tenants with under Uniform Gifts to Minors Act
right of survivor- of
ship and not as State
tenants in common
Additional abbreviations may also be used though not in list above.
LKL- 09/04/84 -278A -1896 -14-