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HomeMy WebLinkAboutResolution_08-79/80_03/10/1980 &OLUTION NO. 8 -79/80 • RESOLUTION AMENDING A RESOLUTION ENTITLED: "A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF TEQUESTA, FLORIDA, PROVIDING FOR THE ACQUISITION AND CONSTRUCTION OF DRAINAGE AND STREET IMPROVEMENTS IN SAID VILLAGE; AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $910,000 IMPROVEMENT REVENUE BONDS, SERIES 1979, TO PAY THE COSTS THEREOF; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH BONDS; PROVIDING FOR THE PAYMENT THEREOF; MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE," HERETOFORE ADOPTED. WHEREAS, the Village of Tequesta has heretofore, on the 24th day of July, 1979, duly adopted Resolution No. 10 -78/79 authorizing the construction of drainage and street improvements and providing for the issuance of not exceeding $910,000 Improve- ment Revenue Bonds, Series 1979 (the "Bonds "), to pay the cost of such improvements; and WHEREAS, said Bonds have been validated by the Circuit Court for Palm Beach County; and WHEREAS, said Resolution provides for the issuance of said Bonds as Serial Bonds only and it is necessary and desirable that provision be made for said Bonds to be issued as either Serial Bonds, Term Bonds or a combination of both Serial Bonds and Term Bonds; and WHEREAS, it is necessary that said Resolution be amended in several respects to accomplish such purpose, now, therefore, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF TEQUESTA, FLORIDA: SECTION 1. Section 1.02 of Resolution No. 10- 78/79, adopted on July 24, 1979, and referred to by title in the title hereof (hereinafter called the "Resolution "), be and the same is hereby amended by adding thereto new subsections P to T, to read as follows: "SECTION 1.02 DEFINITIONS. P. "Serial Obligations" shall mean the Obligations of a series which shall mature in annual installments. -1- Q. "Term Obligations" shall mean the Obligations 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. R. "Amortization Installment ", with respect to any Term Obligations of a series, shall mean an amount or amounts so designated which is or are established for the Term Obligations of such series, provided that the aggregate of such installments for each maturity of Term Obligations of such series shall equal the aggregate principal amount of each maturity of Term Obligations of such series delivered on original issuance. S. "Bond Service Requirement" for any Fiscal Year, as applied to the Obligations of any series, shall mean the sum of: (1) The amount required to pay the interest becoming due on Obligations of such series during such Fiscal Year; (2) The amount required to pay the principal of Serial Obligations maturing during the Fiscal Year; and (3) The amount of Amortization Installments for Term Obligations required to be deposited in the Bond Amortization Account during the Fiscal Year. In computing annual. Bond Service Requirements in any year, the Term Obligations maturing in any year in which Term Obligations mature shall be excluded, and the annual Amortization Installments for Term Obligations shall be deemed to be serial maturities. T. "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." SECTION 2. Section 2.03 of said Resolution be and the -2- same hereby amended to read as follows: "SECTION 2.03 DESCRIPTION OF OBLIGATIONS. The Obligations shall be issued as Serial Obligations, Term Obligations or a combination of both; shall be dated October 1, 1979; shall be numbered consecutively from one upward; shall be in the denomination of $5,000 each; shall bear interest, payable semiannually on April 1 and October 1 of each year, at such rate or rates not exceeding the maximum legal rate, the actual rate or rates to be determined by the governing body of the Issuer upon the sale of the Obligations; and shall mature in numerical order, lowest numbers first, on October 1, in such years, not to exceed twenty -five (25) years from their date, and in such amounts as shall be determined by subsequent resolution of the Issuer adopted at or prior to the sale of the Obligations. Such Obligations shall be issued in coupon form; shall be payable to bearer unless registered as hereinafter provided; shall be payable with respect to both principal and interest at a bank or banks to be subsequently determined by resolution of the Issuer adopted prior to the delivery of the Obligations; shall be payable in lawful money of the United States of America; and shall bear interest from their date, payable in accordance with and upon surrender of the appurtenant interest coupons as they severally mature." SECTION 3. Subsection 3.03 B of said Resolution be and the same is hereby amended to read as follows: "SECTION 3.03... B. DISPOSITION OF PLEDGED FUNDS. All moneys at any time remaining on deposit in the Revenue Fund shall be disposed of not later than the fifteenth (15th) day of each month in each year, commencing in the month immediately following the delivery of the Obligations, -3- only in the following manner and order of priority: (1) Moneys in the Revenue Fund shall first be used for the deposit monthly into a separate fund, which is hereby created and designated "Improvement Bond 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 Obligations on the next semiannual interest payment date; (b) commencing in the first month which is twelve (12) months prior to the first maturity date of any Serial Obligations, one - twelfth (1/12) of the amount of Serial Obligations which will become due and payable on the next principal maturity date; and (c) commencing in the first month which is twelve (12) months prior to the first payment date of an Amortization Installment, one - twelfth (1/12) of the Amortization Installment required to be made on the next annual payment date into a "Bond Amortization Account ", which is hereby created and established in said Sinking Fund, plus one - twelfth of the amount of the premium, if any, on a principal amount of Term Obligations equal to the amount of such Amortization Installment which would be payable on the next maturity date if such principal amount of Term Obligations were to be redeemed prior to their maturity from money held in the Bond Amortization Account. Such payments shall be credited to a separate special account for each series of Term Obligations outstanding, and if there shall be more than one stated maturity for Term Obligations of a series, then into a separate special account in the Bond Amortization Account for each such separate maturity of Term Obligations. Amortization Installments may be due annually, but the required payments as set forth above -4- shall be made monthly commencing in the first month which is twelve (12) months prior to the date on which the Amortization Installment is required to be made pur- suant to this subsection (c). Upon the sale of any series of Term Obligations, the Issuer shall, by resolu- tion, establish the amounts and maturities of such Amortization Installments for each series, and if there shall be more than one maturity of Term Obligations within a series, the Amortization installments for the Term Obligations of each maturity. (d) In the event the period between the date of delivery of the Obligations and the first interest and principal or Amortization Installment date is less than a full six or twelve months, then the payments required in (a), (b) and (c) shall be increased propor- tionately to provide the required amount to pay the next maturing interest on and principal or Amortization Installment of the Obligations; further provided that interest on the Obligations for a period of twelve (12) months following the date of issuance thereof may be paid from monies in the Construction Trust Fund hereinafter established, in which event, no deposit shall be required to be made into said Sinking Fund for the purpose of paying interest on the Obligations until the thirteenth (13) month following the date of issuance of the Obligations. No further payments shall be required to be made into said Sinking Fund in any month in which there is on deposit therein a sum equal to the next maturing principal (including Amortization Installments) of and interest on the Obligations. (2) Moneys remaining in the Revenue Fund shall next be deposited monthly into a separate special account in the Sinking Fund to be known as the "Improve- ment Bond Sinking Fund Reserve Account" (hereinafter -5- sometimes called "Reserve Account "), which is hereby created and established, in an amount equal to one - twelfth (1/12) of twenty percent (200) of the Maximum Bond Service Requirement, as defined herein, on the Obligations; provided that no further deposits shall be required to be made into the Reserve Account when there shall have been deposited therein, and as long as there shall remain on deposit therein, an amount equal to the Maximum Bond Service Requirement, as defined herein, on the Obligations. 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 Obligations when the moneys in the Sinking Fund are insufficient therefor, and for no other purpose. Any withdrawals from the Reserve Account shall be sub- sequently restored from the first moneys in the Revenue Fund available after all required current payments under (1) above, including all deficiencies for prior payments, have been made in full. Whenever the amount on deposit in the Reserve Account exceeds the amount required by this subsection (2) to be on deposit therein, the excess may be withdrawn from the Reserve Account and deposited into the Sinking Fund. Upon the issuance by the Issuer of any Additional Parity Obligations under the terms, limitations and con- ditions provided in this Resolution, the payments into the Sinking Fund and Reserve Account shall be increased in such amounts as shall be necessary to make the payment for the principal (including Amortization Installments, if any) of, interest on, and reserves for such Additional Parity Obligations, on the same basis as hereinabove provided with respect to the Obligations -6- initially issued under this Resolution, and the amount required to be on deposit in said Reserve Account shall be the Maximum Bond Service Requirement on the Obliga- tions theretofore issued and outstanding, and the Additional Parity Obligations. The Issuer shall not be required to make any further payments into the Sinking Fund or the Reserve Account therein when the aggregate amount of moneys in such Sinking Fund and Reserve Account therein are at least equal to the aggregate principal amount of Obligations then outstanding, plus the amount of interest due or thereafter to become due on such Obligations then outstanding. (3) Thereafter, not later than the 15th of each month in each year, the balance of any moneys remaining in the Revenue Fund, after all of the above required current monthly payments, including deficien- cies for prior payments, have been made, may be used by the Issuer for any lawful purpose; provided, however, that none of said moneys shall ever be used for any pur- poses other than those hereinabove specified, unless all current payments, including any deficiencies for prior payments, have been made in full and unless the Issuer shall have complied fully with all the covenants and provisions of this Resolution." SECTION 4. Section 3.04 of said Resolution be and the same is hereby amended to read as follows: "SECTION 3.04 LEVY OF EXCISE TAXES. The issuer has full power to irrevocably pledge such Excise Taxes to the payment of the principal of and interest on the Obligations, and the pledging of such Excise Taxes in the manner provided herein shall not be subject to repeal or impairment by any subsequent ordinance, reso- lution or other proceedings of the governing body of the -7- Issuer or by any subsequent act of the Legislature of Florida. The Issuer shall be unconditionally and irre- vocably obligated, so long as any of the obligations herein,authorized or the interest thereon are outstanding and unpaid, to levy and collect said Excise Taxes, at such rates, up to the maximum rates permitted by law, or in the case of the Franchise Fees to the maximum rates permitted by the franchise ordinances, to the full extent necessary, as will always provide funds in each Fiscal Year in an amount which, together with the pro- ceeds of the Guaranteed Entitlement Funds, will be at least equal to 125% of the Maximum Bond Service Require- ment, as defined herein, on the Obligations and all additional obligations payable on a parity therewith, and 100% of all reserve and other payments provided for herein. This provision shall not be construed to pre- vent reasonable revisions of the rates of such Excise Taxes so long as the proceeds of such Excise Taxes to be collected by the Issuer in each Fiscal Year thereafter will be sufficient to meet the above requirements." SECTION 5. Section 2.08 of said Resolution containing the form of said Bonds, be and the same is hereby amended to con- form to the amendment contained in Section 4 above. SECTION 6. Section 3.09 of said Resolution be, and the same is hereby amended to read as follows: "SECTION 3.09 ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS. No Additional Parity Obligations, payable on a parity from the proceeds of the Pledged Funds with the Obligations, shall be issued after the issuance of any of the Obligations, except for the construction and acquisition of lawful capital improvements of the Issuer, or to refund any Obligations issued for such purposes, and except upon the following conditions and in the manner herein provided: -8- (a) There shall have been obtained and filed with the Issuer a statement of an independent certified public accountant of suitable experience and responsi- bility: (a) stating that the books and records of the Issuer relating to the collection and receipt of the Pledged Funds pledged for the Obligations have been examined by him; (b) setting forth the amount of Pledged Funds, as defined herein, actually received by the Issuer during the Fiscal Year immediately preceding the date of delivery of such Additional Parity Obliga- tions with respect to which such statement is made; (c) stating that such Pledged Funds received during such immediately preceding Fiscal Year are at least equal to 1.40 times the Maximum Bond Service Requirement, as defined herein, on (i) all Obligations and all Addi- tional Parity Obligations, if any, then outstanding, (ii) the Additional Parity Obligations with respect to which such statement is made, and (iii) any other obli- gations outstanding payable from such Pledged Funds or any portion thereof. (b) Each ordinance or resolution authorizing the issuance of Additional Parity Obligations shall recite that all of the covenants herein contained will be applicable to such Additional Parity Obligations. (c) 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 funds and accounts, as provided hereunder, shall have been made to the full extent required." SECTION 7. Article III of said Resolution be and the same is hereby amended by adding thereto a new Section 3.11 to read as follows: "SECTION 3.11 OPERATION OF BOND AMORTIZATION ACCOUNT. Money held for the credit of the Bond Amorti- -9- zation Account shall be applied to the retirement of Term Obligations as follows: (1) Subject to the provisions of Paragraph (3) below, the Issuer shall endeavor to purchase Term Obligations then outstanding at the most advantageous price obtainable with reasonable diligence, such price not to exceed the principal of such Term Obligations plus the amount of the premium, if any, which would be payable on the next redemption date to the holders of such Term Obligations if such Term Bonds should be called for redemption on such date from moneys in the Bond Amortization Account. The Issuer shall pay the interest accrued on such Term Obligations to the date of delivery thereof from the Sinking Fund and the purchase price from the Bond Amortization Account therein, but no such purchase shall be made by the Issuer within the period of 45 days immediately preceding any interest payment date on which Term Obligations are subject to call for redemption, except from moneys in excess of the amounts set aside or deposited for the redemption of Term Obligations. (2) Subject to the provisions of Paragraph (3) below, whenever sufficient money is on deposit in the Bond Amortization Account to redeem $5,000 or more principal amount of Term Obligations, the Issuer shall call for redemption from money in the Bond Amortization Account such amount of Term Obligations then subject to redemption as, with the redemption premium, if any, will exhaust the money then held in the Bond Amortization Account as nearly as may be practicable. Prior to calling Term Obligations for redemption, the Issuer shall withdraw from the Sinking Fund and from the Bond Amortization Account therein and set aside in separate accounts or deposit with the paying agents the respec- -10- tive amounts required for paying the interest on and the principal of and redemption premium applicable to the Term Obligations so called for redemption. (3) Money in the Bond Amortization Account shall be applied by the Issuer in each Fiscal Year to the retirement of Term Obligations then outstanding in the following order: (a) The Term Obligations of each series of Obligations and Additional Parity Obligations, to the extent of the Amortization Installment, if any, for such Fiscal Year for the Term Obligations of each such series then outstanding, plus the applicable premium, if any, and if the amount available in such Fiscal Year shall not be sufficient therefor, then in proportion to the Amortization Installment, if any, for such Fiscal Year for the Term Obligations of each such series then outstanding, plus the applicable premium, if any; pro- vided, however, that if the Term Obligations of any such series shall not then be subject to redemption from moneys in the Bond Amortization Account and if the Issuer shall at any time be unable to exhaust the moneys applicable to the Term Obligations of such series under the provisions of this clause or in the purchase of such Term Bonds under the provisions of Paragraph (1) above, such money or the balance of such money, as the case may be, shall be retained in the Bond Amortization Account and, as soon as it is feasible, applied to the Term Obligations of such series; and (b) Any balance then remaining, other than money retained under the first clause of this Paragraph (3), shall be applied to the retirement of such Term Obligations and Additional Parity Obligations as the Issuer in its sole discretion shall determine, but only, in the case of the redemption of Term Obligations of any -11- Y series, in such amounts and on such terms as may be pro- vided in the resolution authorizing the issuance of the Obligations of such series. (4) The Issuer shall deposit into the Bond Amortization Account Amortization Installments for the amortization of the principal of the Term Obligations, together with any deficiencies for prior required depo- sits, such Amortization Installments to be in such amounts and to be due in such years as shall be deter- mined by resolution of the governing body of the Issuer prior to the delivery of the Obligations. The Issuer shall pay from the Sinking Fund all expenses in connection with any such purchase or redemp- tion." SECTION 8. It is found and determined that the amend- ments to the Resolution, hereinabove set forth, do not affect the rights of holders of, or the security for, the Bonds, but are made solely for the purpose of granting flexibility to the Village to issue the Bonds in the form of either Term Bonds or Serial Bonds, or both. SECTION 9. All of the remaining provisions of the Resolution shall remain in full force and effect and are hereby ratified and confirmed. SECTION 10. This amendatory resolution shall take effect immediately upon its passage. -12- THE FOREGOING RESOLUTION was offered by Council - member W. Harvey Mapes , who moved its adoption. The Resolution was seconded by Councilmember Joseph D. Yoder , and upon being put to a vote, the vote was as follows: FOR ADOPTION AGAINST ADOPTION Howard F. Bra'wn Leslie A. Cook W. Harvey Maples Joseph D. Yoder II The Mayor thereupon declared the Resolution duly passed and adopted this 10 day of March A.D., 1980. I MAYOR OF TEQUESTA I ATTEST: y llage Clerk -13-