Loading...
HomeMy WebLinkAboutResolution_09-78/79_06/12/1979 RESOLUTION NO. -7/ 79 A RESOLUTION PROVIDING FOR THE REFUNDING OF CERTAIN OUTSTANDING OBLIGATIONS OF THE VILLAGE OF TEQUESTA, FLORIDA, AND THE ACQUISITION AND CONSTRUCTION OF DRAINAGE AND STREET IMPROVEMENTS IN SAID VILLAGE; AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $1, 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; AND MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS. BE IT ORDAINED BY THE VILLAGE COUNCIL OF THE VILLAGE OF TEQUESTA, FLORIDA: ARTICLE I SECTION 1.01. AUTHORITY FOR THIS RESOLUTION. This Resolu- tion is enacted pursuant to the provisions of Chapter 166, Part II, Florida Statutes, as amended and supplemented, and other applicable provisions of law. SECTION 1.02. DEFINITIONS. The following terms shall have the following meanings herein, unless the context otherwise expressly requires: A. "Issuer" or "Village" shall mean the Village of Tequesta, Florida. B. "Act" shall mean Chapter 166, Part II, Florida Statutes, and other applicable provisions of law. C. "Resolution" shall mean this Resolution. D. "Obligations" shall mean the $1,300,000 Improvement Revenue Bonds, Series 1979, herein authorized to be issued, together with any Additional Parity Obligations hereafter issued under the terms, conditions, and limitations contained herein. E. "Holder of Obligations" or Obligation holders" or any similar term shall mean any person who shall be the bearer or owner of any outstanding Obligation or Obligations registered to bearer or not registered, or the registered owner of any such Obligation or Obligations which shall at the time be registered other than to bearer. F. "Additional Parity Obligations" shall mean addi- tional Obligations issued in compliance with the terms, con- ditions and limitations contained herein which have an equal lien on the Pledged Funds, as herein defined, and rank equally in all respects with such Obligations initially issued hereunder. G. "Refunded Obligations" shall mean the outstanding Excise Tax Revenue Bonds, dated October 1, 1964, of the Issuer. H. "Guaranteed Entitlement Funds" shall mean the Guaranteed Entitlement portion of the State Revenue Sharing Trust Funds, as defined in and as payable to the Issuer under Chapter 218, Part II, Florida Statutes. I. "Public Service Tax" shall mean such tax as levied and collected by the Issuer, pursuant to Ordinance No. 12, enacted on July 8, 1958, as amended by Ordinance No. 180, enacted on December 15, 1970, on every purchase of electricity, bottled gas, and local telephone service within the corporate limits of the Issuer, under the authority of Section 166.231 (formerly 167.431), Florida Statutes. J. "Franchise Fees" shall mean the fees collected by the Issuer pursuant to ordinances granting the following franchi- ses, including any renewals or extensions thereof, or any franchises granted in substitution therefor: (1) the gas franchise granted to Flo -Gas Corporation by Ordinance No. 13, enacted July 8, 1958; (2) the gas franchise granted to Florida Public Utilities Company by Ordinance No. 14, enacted July 8, 1958; (3) the telephone franchise granted to Southern Bell Telephone and Telegraph Company by Ordinance No. 20, enacted May 18, 1959; (4) the electric franchise granted to Florida Power and Light Company by Ordinance No. 33, enacted August 9, 1960, and (5) the cable television service franchise granted to Palm Beach Cable Television Company by Ordinance No. 1.55, enacted October 21, 1969. K. "Occupational License Taxes" shall mean the taxes levied and collected by the Issuer upon businesses, professions -2- and occupations within the boundaries of the Issuer pursuant to Ordinance No. 201, enacted August 15, 1972, as amended. L. "Excise Taxes" shall mean collectively the proceeds of the Public Service Tax, the Franchise Fees, and the Occupa- tional License Taxes, as defined in paragraphs (I),(J),and (K) hereof. M. "Pledged Funds" shall mean collectively, the pro- ceeds of the Guaranteed Entitlement Funds, as defined in paragraph (H) hereof, together with the Excise Taxes, as defined in paragraph (L) hereof. N. "Municipal Improvements" shall mean the drainage improvement and street improvement projects as described in plans, specifications, and estimates prepared by Gee & Jenson, Engineers- Architects - Planners, Inc., the Issuer's Consulting Engineers, now on file or to be filed with the Village Clerk, at an estimated total cost of $ 0. "Authorized Investments" shall mean any of the following, if and to the extent that the same are legal under the laws of Florida for the investment of the proceeds of the obliga- tions and the Pledged Funds: (i) direct obligations of, or obli- gations the principal of and interest on which are uncon- ditionally guaranteed by, the United States of America; (ii) bonds, debentures, notes or participation certificates issued by the Federal Banks for Cooperatives, the Federal Intermediate Credit Banks, the Federal Home Loan Banks, the Export- Import Bank of the United States, the Federal Land Banks, the Federal National Mortgage Association, the Government National Mortgage Association, and direct and general obligations of any agency or instrumentality of the United States of America not included in the foregoing listing; (iii) Public Housing Bonds and Project Notes fully secured by contracts with the United States; (iv) full faith and credit direct general obligations of any state, or unlimited tax direct obligations of any political subdivision thereof, to the payment of which the full faith and credit of such political subdivision is pledged, provided that at the time -3- of purchase such obligations are rated in either of the two highest rating categories by a nationally recognized bond rating agency; and (v) negotiable or non - negotiable certificates of deposit or time deposits issued by any bank, trust company or national banking association which is a member of the Federal Reserve System, provided that (a) such certificates of deposit or time deposits shall continuously be collaterally secured by investments listed under clauses (i) through (iv) above having a market value (exclusive of accrued interest) at all times at least equal to such certificates of deposit or time deposits and such investments securing such certificates of deposit or time deposits shall be deposited with the chief financial officer of the Issuer, or other officer of the Issuer designated by the City Manager, or with such other public officer or public or private institution as shall be provided for the deposit of security for the deposit of public moneys under the laws of the State of Florida, or (b) the amount of such certificates of deposit or time deposits purchased or obtained from any bank, trust company or national association shall not exceed twenty -five percent (25 %) of its capital and surplus. P. "Fiscal Year" shall mean the period commencing on October 1 of each year and ending on the succeeding September 30. Q. Words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations. SECTION 1.03. FINDINGS. It is hereby ascertained, determined and declared that: A. It is necessary, desirable, and in the best interests of the inhabitants of the Issuer that the Municipal Improvements be acquired and constructed in order to preserve and protect the public health, safety and welfare of the Issuer and its inhabitants. B. The Issuer currently levies, collects and receives the Excise Taxes in the manner provided in Section 1.02(I),(J) and (K) of this Ordinance. -4- C. The Issuer currently receives the Guaranteed Entitlement Funds as provided in Section 1.02(G) of this Ordinance. D. The Issuer is authorized to pledge the Pledged Funds, as hereinbefore defined, to the payment of the principal of and interest on the Obligations herein authorized to be issued. E. The Pledged Funds are not pledged or encumbered in any manner, except that a portion thereof - - consisting of the cigerette tax portion of the Guaranteed Entitlement Funds, the proceeds of the Public.Service Tax, and the Franchise Fees, except the fees derived from the franchise granted to Palm Beach Cable Television Company - - is pledged for the payment of the prin- cipal of and interest on the Refunded Obligations, which pledge and encumbrance shall be defeased and released pursuant to the refunding authorized herein. F. The Issuer deems it necessary and in its best interest to provide for the refunding of the Refunded Obligations (hereinafter called the "Refunding "). The Refunding will be advantageous to the Issuer by releasing the pledge of certain of the Pledged Funds to the Refunded Obligations and, thereby, making such funds available for the payment, on a prior lien bases, of the Obligations herein authorized to be issued. G. The estimated cost of the Refunding and of the Muni- cipal Improvements is the sum of not exceeding $ The cost of such Municipal Improvements and Refunding, in addition to the items set forth in the plans and specifications of the con- sulting engineers, may include, but need not be limited to, the acquisition of any lands or interest therein or any other proper- ties deemed necessary or convenient therefor; engineering, legal, and financing expenses; expenses for estimates of costs and of revenues; expenses for plans, specifications and surveys; the fees of fiscal agents, financial advisors or consultants; admi- nistrative expenses relating solely to the construction and acquisition of the Municipal Improvements; interest on the Obli- -5- gations for a reasonable period following delivery of the Obligations; the creation and establishment of reasonable reseves for debt service; municipal bond insurance, if any; discount upon the sale of the Obligations, if any; and such other costs and expenses as may be necessary or incidental to the financing herein authorized, the construction and acquisition of the Municipal Improvements and the placing of same in operation, and the Refunding. Such cost shall be paid from the proceeds derived from the sale of the Obligations herein authorized to be issued, together with certain other funds available to the Issuer. H. The principal of and interest on the Obligations and all required sinking fund, reserve and other payments shall be payable solely from the Pledged Funds as herein provided. The Issuer shall never be required to levy ad valorem taxes on any real property located within its boundaries to pay the principal of and interest on the Obligations herein authorized, or to make any other payments provided herein. The Obligations shall not constitute a lien upon any properties owned by or located within the,boundaries of the Issuer. I. It is estimated that the Pledged Funds will be suf- ficient to pay all principal of and interest on the Obligations authorized to be issued herein, as the same become due, and to make all required sinking fund, reserve or other-payments required by this Ordinance. SECTION 1.04. ORDINANCE TO CONSTITUTE CONTRACT. In consideration of the acceptance of the Obligations authorized to be issued hereunder by those who shall hold the same from time to time, this Ordinance shall be deemed to be and shall constitute a contract between the Issuer and such holders. 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 holders of any and all of such Obligations and Additional Parity Obligations hereinafter issued under the terms and conditions specified herein, and of the coupons attached thereto, all of which shall be of equal rank and without preference, priority or -6- distinction of any of the Obligations or coupons over any other thereof. -7- ARTICLE II SECTION 2.01. AUTHORIZATION OF CONSTRUCTION AND ACQUISITION OF MUNICIPAL IMPROVEMENTS AND OF REFUNDING. There is hereby authorized the construction and acquisition of the Munici- pal Improvements and the Refunding, at an estimated cost not to exceed $ , payable in part from the proceeds of the Obli- gations herein authorized to be issued. SECTION 2.02. AUTHORIZATION OF OBLIGATIONS. Subject and pursuant to the provisions hereof, Obligations of the Issuer to be known as "Improvement Revenue Bonds, Series 1979 ", herein sometimes referred to a.s "Obligations ", are authorized to be issued in the aggregate principal amount of not exceeding One Million Three Hundred Thousand Dollars ($1,300,000). SECTION 2.03. DESCRIPTION OF OBLIGATIONS. The Obliga- tions shall be dated April 1, 1979; shall be numbered con- secutively 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 serially in numerical order, lowest numbers first, on April 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 2.04. EXECUTION OF OBLIGATIONS AND COUPONS. -8- The Obligations shall be executed in the name of the Issuer by the Mayor, and its corporate seal or a facsimile thereof shall be affixed thereto or reproduced thereon and countersigned and attested to by the Village Clerk. The facsimile signatures of the Mayor or the Village Clerk may be imprinted or reproduced on the Obligations provided that at least one signature required to be placed thereon shall be manually subscribed. In case any officer whose signature shall appear on any Obligations shall cease to be such officer before the delivery of such Obligations, such signature or facsimile shall nevertheless be valid and suf- ficient for all purposes the same as if he had remained in office until such delivery. Any Obligation may be signed and sealed on behalf of the Issuer by such person who at the actual time of the execution of such Obligations shall hold the proper office with the Issuer, although at the date of such Obligations such person may not have held such office or may not have been so authorized. The coupons attached to the Obligations shall be authenticated with the facsimile signatures of any present or future Mayor and Village Clerk of the Issuer, and the validation certificate on the Obligations shall be executed with the fac- simile signature of the Mayor. The Issuer may adopt and use for such purposes the facsimile signatures of any persons who shall have been such Mayor and Village Clerk at any time on or after the date of the Obligations notwithstanding that they may have ceased to be such officers at the time such Obligations shall be actually delivered. SECTION 2.05 NEGOTIABILITY AND REGISTRATION. The Obli- gations issued hereunder shall be, and shall have all of the qualities and incidents of negotiable instruments under the law merchant and the Laws of the State of Florida, and each suc- cessive holder, in accepting any of such Obligations or the coupons appertaining thereto, shall be conclusively deemed to have agreed that such Obligations shall be and have all of the qualities and incidents of negotiable instruments under the law merchant and the Laws of the State of Florida. -9- The Obligations may be registered at the option of the holder as to principal only, or as to both principal and interest, at the office of the Village Clerk, as Registrar, or such other Registrar as may hereafter be duly appointed, such registration to be noted on the back of said Obligations in the space provided therefor. After such registration as to principal only, or both principal and interest, no transfer of the Obliga- tions shall be valid unless made at said office by the registered owner, or by his duly authorized agent or represen- tative and similarly noted on the Obligations, but the Obliga- tions may be discharged,from registration by being in like manner transferred to bearer and thereupon transferability by delivery shall be restored. At the option of the holder, the Obligations may thereafter again from time to time be registered or trans- ferred to bearer as before. Such registration as to principal only shall not affect the negotiability of the coupons which shall continue to pass by delivery. The Issuer shall pay all costs of the first conversion or exchange of the Obligations from coupon form to fully registered and vice versa, but all costs of such subsequent conversions or exchanges shall be paid by the holder requesting the same. SECTION 2.06 OBLIGATIONS MUTILATED, DESTROYED, STOLEN OR LOST. In case any Obligations shall become mutilated, or be destroyed, stolen or lost, the Issuer may in its discretion issue and deliver a new Obligation with all unmatured coupons attached, if any, of like tenor as the Obligation and attached coupons, if any, so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Obligation, upon surrender and cancellation of such mutilated Obligation and attached coupons, if any, or in lieu of and substitution for the Obligation and attached coupons, if any, 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 regultions and conditions as the Issuer may prescribe and paying such expenses as the Issuer may incur. All Obligations and -10- coupons so surrendered shall be cancelled by the Village Clerk of the Issuer. If any such Obligations of coupons shall have matured or be about to mature, instead of issuing a substitute Obligation or coupon, the Issuer may pay the same, upon being indemnified as aforesaid, and if such Obligation or coupon be lost, stolen or destroyed, without surrender thereof. Any such duplicate Obligations and coupons issued pur- suant to this section shall constitute original, additional contractual obligations on the part of the Issuer whether or not the lost, stolen or destroyed Obligations or coupons be at any time found by anyone, and such duplicate Obligations and coupons shall be entitled to equal and proportionate benefits and rights as to lien on and source and security for payment from the Pledged Funds, to the same extent as all other Obligations and coupons issued hereunder. SECTION 2.07 PROVISIONS FOR REDEMPTION. The Obliga- tions may be made redeemable prior to their respective stated dates of maturity at such prices and under such terms and con- ditions as shall be determined by subsequent resolution of the Issuer adopted prior to the issuance of the Obligations. Notice of such redemption (i) shall be published at least thirty (30) days prior to the redemption date in a finan- cial journal published in the Borough of Manhattan, City and State of New York, (ii) shall be filed with the paying agents, and (iii) shall be mailed, postage prepaid, to all registered owners of Obligations to be redeemed at their addresses as they appear on the registration books hereinbefore provided for. Interest shall cease to accrue on any Obligations duly called for prior redemption on the redemption date, if payment thereof has been duly provided. SECTION 2.O8 FORM OF OBLIGATIONS AND COUPONS. The Obligations, the interest coupons to be attached thereto, and the certificate of validation shall be in substantially the following form, with such omissions, insertions and variations as may be necessary and desirable and authorized or permitted by this Ordi- -11- nance or in any subsequent ordinance or resolution adopted prior to the issuance thereof: -12- No. $5,000 UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF PALM BEACH VILLAGE OF TEQUESTA IMPROVEMENT REVENUE BOND, SERIES 1979 K14OW ALL MEN BY THESE PRESENTS, that the Village of Tequesta, Florida (hereinafter called "Village "), for value received, hereby promises to pay to the bearer, or if this bond be registered, to the registered holder as herein provided, on the first day of April, 19 , from the special funds hereinafter mentioned, the principal sum of FIVE THOUSAND DOLLARS and to pay solely from such special funds, interest thereon from the date hereof at the rate of per centum ( %) per annum until payment of the principal sum, such interest to the maturity hereof being payable semi- annually on the first day of April and the first day of October in each year upon the presentation and surrender of the annexed coupons as they severally fall due. Both principal of and interest on this bond are payable in lawful money of the United States of America at or at the option of the holder at This bond is one of an authorized issue of bonds in the aggregate principal amount of $1,300,000 of like date, tenor and effect, except as to number (interest rate) and date of maturity, issued to finance the cost of the construction and acquisition of municipal improvements within the Village and the refunding of certain outstanding obligations of the Village, under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 166, Part II, Florida Statutes, and other applicable provisions of law, and Ordinance No. duly enacted by the City on the day of 1979, as supplemented, (hereinafter collectively called "Ordinance "), and is subject to all the terms -13- and conditions of such Ordinance. This bond, and the coupons appertaining thereto, are payable solely from and secured by a first lien upon and pledge of the proceeds of the Guaranteed Entitlement portion of the State Revenue Sharing Trust Funds (the "Guaranteed Entitlement Funds ") received by the Village pursuant to the provisions of Chapter 218, Part II, Florida Statutes, the proceeds of the Public Service Tax levied and collected by the Village on the purchase of certain utilities services within its corporate limits, under the authority of Section 166.231 (formerly Section 167.431), Florida Statutes, the proceeds of the Occupational License Taxes levied and collected by the Village on certain occupations, business, and professions within its corporate limits, and the proceeds of certain Franchise Fees received by the Village pursuant to the provisions of ordinances enacted by the Village granting certain franchises (all such funds, taxes and fees above described, being hereafter collectively referred to as the "pledged funds "), all in the manner provided in said Ordinance. This bond does not constitute an indebtedness of the Village within the meaning of any constitutional, statutory or charter provision or limitation, and it is expressly agreed by the holder of this bond and the coupons appertaining thereto that such holder shall never have the right to require or compel the exercise of the ad valorem taxing power of the Village for the payment of the principal of and interest on this bond or the making of any sinking fund, reserve or other payments provided for in the Ordinance. It is further agreed between the Village and the holder of this bond that this bond and the obligation evidenced thereby shall not constitute a lien upon the municipal improvements or any part thereof, or on any other property of or in the Village, but shall constitute a lien only on the pledged funds in the manner provided in the Ordinance. The Village, in such Ordinance, has covenanted and -14- agreed with the holders of the bonds of this issue to levy and collect the Public Service Tax and Occupational License Taxes at such rates, up to the maximum rates permitted by law, and to collect such Franchise Fees to the maximum rates permitted by the ordinances granting such franchises, to the full extent necessary, as will always.provide funds which, together with the Guaranteed Entitlement Funds, will be at least equal to 125% of the largest amount of principal and interest becoming due in any ensuing year on the bonds of this issue, and on all other obliga- tions payuable on a parity therewith, and 1000 of all reserve, sinking fund, or other ,payments provided for in the Ordinance, and that the rates of such taxes shall not be reduced so as to be insuffieient to provide funds for such purposes. It is hereby certified and recited that all acts, con- ditions and things required to exist, to happen and to be per- formed 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 limita- tions or provisions. This bond, and the coupons appertaining thereto, are and have all the qualities and incidents of a negotiable instrument under the law merchant and the Laws of the State of Florida. This bond may be registered as to principal only or as to both principal and interest in accordance with the provisions endorsed hereon. IN WITNESS WHEREOF, the Village of Tequesta, Florida, has issued this bond and has caused the same to be signed buy its Mayor and countersigned by its Village Clerk, either manually or with their facsimile signatures, and the corporate seal of said Village or a facsimile thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon and attested by the Village Clerk, and the interest coupons hereto attached to be executed with the facsimile signatures of such officers all as of -15- the lst day of April, 1979. VILLAGE OF TEQUESTA, FLORIDA Mayor (SEAL) ATTESTED AND COUNTERSIGNED: Village Clerk FORM OF COUPON No. $ Unless the bond to which this coupon is attached is callable and shall have been previously duly called for prior redemption and payment thereof duly made or provided for, on the lst day of , 19 the Village of Tequesta, Florida, will pay to the bearer at or, at the option of the holder, at from the special funds described in the bond to which this coupon is attached, the amount shown hereon in lawful money of the United States of America, upon presentation and surrender of this coupon, being six months' interest then due on its Improvement Revenue Bond, Series 1979, dated April 1, 1979, No. VILLAGE OF TEQUESTA, FLORIDA Mayor (SEAL) ATTESTED AND COUNTERSIGNED: Village Clerk VALIDATION CERTIFICATE This bond is one of a series of bonds which were vali- dated and confirmed by judgment of the Circuit Court for Palm Beach County, Florida, rendered on the _ day of 1979. -16- Mayor PROVISIONS FOR REGISTRATION This Bond may be registered in the name of the holder on the books to be kept by the Village Clerk, as Registrar, or such other Registrar as may hereafter be duly appointed, as to prin- cipal only, such registration being noted hereon by such Registrar in the registration blank below after which no transfer shall be valid unless made on said books by the registered holder or attorney duly authorized and similarly noted in the registra- tion blank below, but i may be discharged from registration by being transferred to bearer after which it shall be transferable by delivery but it may be again registered as before. The registration of this Bond as to principal shall not restrain the negotiability of the coupons by delivery merely but the coupons may be surrendered and the interest made payable only to the registered holder, in which event the Registrar shall note in the registration blank below that this Bond is registered as to interest as well as principal and thereafter the interest will be remitted by mail to the registered holder. With the consent of the holder and of the Village of Tequesta, this Bond, when con- verted into a Bond registered as to both principal and interest, may be reconverted into a coupon Bond and again converted into a Bond registered as to both principal and interest as hereinabove provided. Upon reconversion of this Bond coupons representing the interest to accrue upon the Bond to date of maturity shall be attached hereto by the Registrar and the Bond is registered as to principal only or payable to bearer. DATE OF IN WHOSE NAME MANNER OF SIGNATURE OF REGISTRATION REGISTERED REGISTRATION REGISTRAR -17- ARTICLE III SECTION 3.01 OBLIGATIONS NOT DEBT OF ISSUER. Neither the Obligations nor coupons shall be nor constitute general obli- gations or indebtedness of the Issuer as "bonds" within the meaning of the Constitution of Florida, but shall be payable solely from and secured by a lien upon and a pledge of the Pledged Funds as provided herein. No holder or holders of any Obligations issued hereunder or of any coupons appertaining thereto shall ever 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 Obligations 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 Funds as herein provided. SECTION 3.02 OBLIGATIONS SECURED BY PLEDGED FUNDS. The payment of the principal of and interest on the Obligations shall be secured forthwith equally and ratably by a first lien upon and pledge of the Pledged Funds, and the Issuer does hereby irrevocably pledge such Pledged Funds to the payment of the principal of and interest on the Obligations, for reserves therefor, and for all other required payments. SECTION 3.03(A) REVENUE FUND. For as long as any of the principal of and interest on any of the Obligations shall be outstanding and unpaid, or until there shall have been set apart in the Sinking Fund or the Reserve Account therein, herein established, a sum sufficient to pay, when due, the entire prin- cipal of the Obligations remaining unpaid, together with interest accrued or to accrue thereon, the Issuer covenants with the holders of any and all of the Obligations issued pursuant to this Ordinance that it will, immediately upon receipt thereof, deposit all of the proceeds of the Pledged Funds into a separable special fund to be known as the "Improvement Bond Revenue Fund" (hereinafter sometimes called "Revenue Fund ") which is hereby created and established. Such fund shall constitute a trust fund for the purposes provided in this Ordinance and shall be kept -18- separate and distinct from all other funds of the Village and used only for the purposes and in the manner provided in this Ordinance. 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, 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 fund to be known as the "Improvement Bond Sinking Fund" (hereinafter sometimes called the "Sinking Fund "), which is hereby created and established, of an amount equal to one -sixth of the amount of interest which will mature and become due on all the then outstanding Obligations on the next succeeding interest payment date and, commencing in the month which is twelve (12) months prior to the first maturity date of the Obligations, an amount equal to one - twelfth (1/12) of the amount of principal which will mature and become due on the Obligations on the next succeeding principal maturity date; pro- vided, however, that if any period is less than a full six or twelve months, then such payments shall be increased propor- tionately to provide the required amount to pay the next maturing interest on and principal 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 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 "Improvement Bond Sinking Fund Reserve Account" (hereinafter sometimes called "Reserve Account "), which is hereby created and established, in an amount equal to one - twelfth (1/12) of twenty percent (20 %) of the maximum amount of principal of and interest which will mature and become due on the Obligations in any ensuing Fiscal Year. No further deposits -19- 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 amount of principal and interest maturing and becoming due on the Obli- gations in any ensuing Fiscal Year. Moneys in the Reserve Account shall be used only for the purpose of the payment of maturing principal of or interest on the Obligations when the moneys in the Sinking Fund are insuf- fieient therefor, and for no other purpose. Any withdrawals from the Reserve Account shall be subsequently restored from the first moneys in the Revenue Fund available after all required prior payments, including all deficiencies for prior payments, have i been made in full. Whenever the amount on deposit in the Reserve Account exceeds the amount required by this subsection (2) to be on depo- sit therein, the excess may be withdrawn from the Reserve Account and deposited into the Sinking Fund. Upon the issuance by the Village of any Additional Parity Obligations under the terms, limitations and conditions provided in this Ordinance, 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 of, interest on, and reserves for such Additional Parity Obligations, on the same basis hereinabove provided with respect to the Obligations initially issued under this Ordinance, and the amount required to be on deposit in said Reserve Account shall be the maximum amount of principal and interest maturing and becoming due on the Obli- gations theretofore issued and outstanding, and the Additional Parity Obligations, in any ensuing Fiscal Year. 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 prin- cipal amount of Obligations then outstanding, plus the amount of interest due or thereafter to become due on such Obligations then -20- outstanding. (3) Thereafter, on the 15th day 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 have been made, may be used by the Issuer for any lawful purpose; pro- vided, however, that none of said moneys shall ever be used for any purposes 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 Ordinance. C. APPLICATION OF FUNDS AND SECURITY FOR AND INVESTMENT THEREOF. (1) Moneys in the Sinking Fund shall be used only for the payment of maturing principal of and interest on the Obliga- tions and Additional Parity Obligations. Moneys in the Reserve Account shall be used only for the purpose of the payment of maturing principal of or interest on the Obligations and Additional Parity Obligations when the moneys in the Sinking Fund are insufficient therefor, and for no other purpose. (2) Moneys held in the Improvement Bond Revenue Fund, and in the Sinking Fund (except the Reserve Account therein) may be invested by the City in Authorized Investments which will mature not later than one (1) day prior to the date upon which such moneys will be needed for the purposes of such Funds. (3) Moneys held in the Reserve Account may be invested by the City in Authorized Investments maturing not later than the final maturity date of the Obligations. (4) All income from the investment of moneys in the Improvement Bond Revenue Fund and the Sinking Fund shall be deposited into the Sinking fund and used within thirteen (13) months of the date of such deposit for the payment of principal and interest on the Obligations and the amounts so deposited shall reduce the amounts required to be deposited into the Sinking Fund pursuant to Section 3.03(B) hereof. (5) All income from the investment of moneys in the Reserve Account in the Sinking Fund may, at the discretion of the -21- City, either remain in the Reserve Account until the maximum required amount is on deposit therein, or may be used by the City for any lawful purpose. (6) Honeys on deposit in the Funds and accounts above mentioned may be commingled for investment purposes. The designation and establishment of the various Funds and accounts in and by this Ordinance shall not be construed to require the establishment of any completely independent, self - balancing funds as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an ear- marking of the Pledged Funds for certain purposes and to establish certain priorities for application of such Pledged Funds as herein provided. 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 ordi- nance, resolution or other proceedings of the governing body of the Issuer or by any subsequent act of the Legislature of Florida. The,Issuer shall be unconditionally and irrevocably 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 proceeds of the Guaranteed Entitlement Funds, will be at least equal to 125% of the principal of and interest on the Obligations maturing and becoming due in such Fiscal Year, 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 prevent reasonable revisions of the rates of such Excise Taxes so long as the proceeds of such Excise Taxes to be -22- collected by the Issuer in each fiscal year thereafter will be sufficient to meet the above requirements. SECTION 3.05 ENFORCEMENT OF COLLECTIONS. The Issuer will diligently enforce and collect the Excise Taxes herein pledged; will take steps, actions and proceedings for the enfor- cement and collection of such Excise Taxes as shall become delinquent to the full extent permitted or authorized by law; and will maintain accurate records with respect thereof. All such Excise Taxes herein pledged shall, as collected, be held in trust to be applied as herein provided and not otherwise. SECTION 3.06 SUBSTITUTION OF FRANCHISE FEES. The Issuer hereby covenants with the holders of the Obligations that in the event it shall acquire the properties and facilities of the franchisees named in Section 1.02(J), or any of them, located within the boundaries of Issuer, or in the event it shall acquire, construct or operate publicly -owned facilities or provide ser- vices within its boundaries in place of or in substitution for the present facilities privately operated and services privately provided under the franchises named in said Section 1.02(J), and the Franchise Fees or a portion thereof shall no longer be available to the Issuer to make the payments required pursuant to the provisions hereof, the Issuer will make payment, from the net revenues first available to it from the providing of such ser- vices or the operation of any such facilities or service so owned, acquired, or constructed by it, into the Revenue Fund in . the amounts and in the manner herein required in lieu of the payments from said Franchise Taxes or portion thereof. SECTION 3.07 NO IMPAIRMENT OF GUARANTEED ENTITLEMENT FUNDS. The Issuer will not take any action which will impair or adversely affect its right to receive the Guaranteed Entitlement Funds, as herein pledged, or impair or adversely affect in any manner the pledge of the Guaranteed Entitlement Funds made herein, or the rights of the holders of the Obligations issued pursuant to this Ordinance. The Issuer shall be unconditionally and irrevocably obligated, so long as any of the Obligations or -23- the interest thereon are outstanding and unpaid, to take all lawful action necessary or required to continue to entitle it to receive the Guaranteed Entitlement Funds in the same amounts and at the same rates as now provided by law to pay the principal of and interest on the Obligations and to make the other payments provided for herein. SECTION 3.08 ISSUANCE OF OTHER OBLIGATIONS PAYABLE OUT OF PLEDGED FUNDS. The Issuer will not hereafter issue any other obligations, except upon the conditions and in the manner hereinafter provided in Section 3.09 payable from the Pledged Funds, nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or any other charge having priority to or being on a parity with the lien of the Obliga- tions, and the interest thereon, upon any of the such funds pledged as security therefor in this Ordinance. Any other obli- gations issued by the .Issuer, in addition to the Obligations authorized by this Ordinance and any Additional Parity Obliga- tions hereafter issued as provided by this Ordinance, shall con- tain an express statement that such obligations are junior and subordinate in all respects to the Obligations issued pursuant to this Ordinance as to lien on and source and security for payment from the Pledged Funds. 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 pur- poses, and except upon the following conditions and in the manner herein provided: (a) There shall have been obtained and filed with the Issuer a statement of an independent certified public accountant of suitable experience and responsibility: (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 -24- 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 Obligations with respect to which such statement is made; (c) stating that such Pledged Funds received during such immediately preceding Fiscal Year is at least equal to 1.40 times the largest amount of principal of and interest which will mature and become due in any ensuing Fiscal Year on (i) all Obligations and all Additional Parity Obligations, if any, then outstanding, (ii) the Additional Parity Obligations with respect to which such statement is made, and (iii) any other obligations outstanding payable from such Pledged Funds or any portion thereof. (b) Each ordinance or resolution authorizing the issuance of Additional Parity Obligations will recite that all of the covenants herein contained will be applicable to such Addi- tional 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 3.10 COVENANTS OF THE ISSUER. So long as any of the principal of or interest on any of the Obligations shall be outstanding and unpaid the Issuer covenants as follows: (A) REMEDIES. Any holder of Obligations, or of any coupons pertaining thereto, issued under the provisions of this Ordinance, or any trustee acting for such holders in the manner hereinafter provided, may, either at law or in equity, by suit, action, mandamus or other proceeding in any court of competent jurisdiction, protect and enforce any and all rights under the laws of the State of Florida, or granted and contained in this Ordinance, and may enforce and compel the performance of all duties required by this Ordinance or by any applicable statutes to be performed by the Issuer or by any officer thereof, -25- • a including the fixing, charging, collecting and disbursing of the Pledged Funds. The holder or holders of Obligations in an aggregate principal amount of not less than twenty -five percent (25 %) of the Obligations issued pursuant to this Ordinance then outstanding may, by a duly executed certificate in writing, appoint a trustee for holders of Obligations issued pursuant to this Ordinance with authority to represent such holders in any legal proceeding for the enforcement and protection of the rights of such holders. Such certificate shall be executed by such holders or their duly authorized attorneys or representatives and shall be filed in the office of the Clerk of the Issuer. (B) BOOKS, RECORDS AND INSPECTION. The Issuer will keep books and records in which complete and correct entries shall be made in accordance with standard principles of accounting of all transactions relating to the collection and disbursement of the Pledged Funds and any holder of an Obligation or Obligations issued pursuant to this Ordinance shall have the right at all reasonable times to inspect said records, accounts and data of the Issuer relating thereto. (C) 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 Pledged Funds 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 holder or holders of Obligations. Such audits shall contain a complete report of the application of all Pledged Funds, a schedule of reserves and investments, and a cer- tificate by the auditors stating that no default on the part of the Issuer of any covenant herein has been disclosed by reason of such audit. The auditors selected shall be changed at any time by a written request signed by a majority of the holders of the Obligations or their duly authorized representatives. A copy of such annual audit shall regularly be made available to any holder of any Obligations who shall have requested in writing that a -26- copy of such reports be made available for his examination. (D) ARBITRAGE. No use will be made of the proceeds of the Obligations which, if reasonably expected on the date of issuance of the Obligations, would cause the same to be "arbitrage bonds" within the meaning of the Internal Revenue Code of 1954. The Issuer, at all times while the Obligations and interest thereon are outstanding, will comply with the require- ments of Section 103(c) of the Internal Revenue Code of 1954 and any valid and applicable rules and regulations promulgated thereunder. -27- a ° � • ARTICLE IV APPLICATION OF PROCEEDS OF OBLIGATIONS SECTION 4.01 APPLICATION OF PROCEEDS. All moneys received from the sale of the Obligations to be initially issued under the provisions of this Ordinance shall be disbursed and applied as hereinafter provided. (A) All accrued interest received upon the delivery of the Obligations shall be deposited in the Sinking Fund. (B) A sum shall be deposited with the paying agent for the Refunded Obligations, subject to such terms and conditions as shall be determined by resolution of the Issuer prior to the delivery of the Obligations, sufficient to pay the principal of such Refunded Obligations, the interest accrued and to accrue thereon to the date of redemption, the redemption premiums, if any, and the fees of the paying agent in conjunction with such redemption. The Issuer shall provide for the notice of redemp- tion of the Refunded Obligations in the manner required by the ordinance authorizing their issuance and shall deliver a copy of such notice to the paying agent for such Refunded Obligations. (C) The balance of the proceeds of sale of the Obliga- tions shall be deposited by the Issuer in a special fund in a bank or trust company and designated the "Construction Fund ", and shall only be used for and applied by the Issuer solely to the payment of the cost of the Municipal Improvements, as provided in this Ordinance, and for no other purpose. If for any reason the moneys in said Construction Fund, or any part thereof, are not necessary for, or are not applied to the purposes provided in this Ordinance, then such unapplied proceeds shall be deposited by the Issuer, upon certification by the consulting engineers that the Municipal Improvements have been completed and that such surplus proceeds are not needed for the payment of the cost thereof, in the Reserve Account established hereunder to the extent necessary to fund said Account to its maximum amount, and -28- thereafter any remaining balance shall be deposited into the Sinking Fund, and held therein and used solely for the purpose of said Fund. Pending their use in the manner provided, moneys in said Construction Fund may be temporarily invested by the Issuer in Authorized Investments maturing not later than the dates upon which such moneys will be needed but in no event later than 3 years from the date of delivery of the Obligations. The income from such investments shall remain in said Construction Fund. SECTION 4.02 HOLDERS NOT AFFECTED BY USE OF PROCEEDS. The holders of the Obli shall have no responsibility for the use of the proceeds thereof, and the use of such proceeds by the Issuer shall in no way affect the rights of such holders. The Issuer shall be irrevocably obligated to continue to levy and collect and receive the Pledged Funds as provided herein and to pay the principal of and interest on the Obligations and to make all reserve and other payments provided for herein from the Pledged Funds notwithstanding any failure of the Issuer to use and apply such proceeds in the manner provided herein. -29- ARTICLE V MISCELLANEOUS PROVISIONS SECTION 5.01 MODIFICATION OR AMENDMENT. No material modification or amendment of this Ordinance or of any ordinance or resolution.amendatory hereof or supplemental hereto, may be made without the consent in writing of the holders of two - thirds or more in principal amount of the Obligations then outstanding; provided, however, that no modification or amendment shall permit a change in the maturity of such Obligations or a reduction in the rate of interest thereon, or in the amount of the principal obligation or affecting. the unconditional promise of the Issuer to levy and collect the Pledged Funds, as herein provided, or to pay the principal of and interest on the Obligations as the same shall become due from the Pledged Funds, without the consent of the holders of all such Obligations. SECTION 5.02 SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions of this Ordinance shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or pro- visions, and in no way affect the validity of all the other pro- visions of this Ordinance or of the obligations or coupons issued . hereunder. SECTION 5.03 ISSUANCE AND SALE OF OBLIGATIONS. The Obligations authorized to be issued by this Ordinance shall be issued and sold in such manner and at such price or prices con- sistent with the provisions of this Ordinance, as the Issuer shall hereafter determine by resolution. SECTION 5.04 DEFEASANCE. 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 Obligations, then, and in that event, the pledge of and -30- lien on the Pledged Funds in favor of the holders of the Obligations shall be no longer in effect. For purposes of the preceding sentence, deposit of United States Government Securities or bank certificates of deposit fully secured as to principal and.interest by United States Government 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 holders of the Obligations, in respect to which such United States Government Secur-.ities or certificates of deposit, the principal of which, together with the income therefrom, will be sufficient to make timely payment of the principal, interest, and redemption premiums, if any, on the outstanding Obligations, shall be considered "provision for payment ". Nothing herein shall be deemed to require the Issuer to call any of the outstanding Obligations 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. SECTION 5.05 VALIDATION. The Village Attorney be and he is hereby authorized and directed to institute appropriate proceedings in the Circuit Court for Palm Beach County, Florida, for the validation of said Obligations, and the proper officers of the Issuer are hereby authorized to verify on behalf of the Issuer any pleadings in such proceedings. Upon the validation of the Obligations pursuant to such proceedings, there shall be printed upon each of such Obligations, prior to the delivery thereof and over the facsimile signature of the Mayor, a validation certificate in substantially the form hereinabove set forth. SECTION 5.06 TIME OF TAKING EFFECT. This Resolution shall take effect immediately upon its passage. -31-