HomeMy WebLinkAboutOrdinance_261_05/08/1978M
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ORDINANCE N0. 261
AN ORDINANCE AUTHORIZING THE REFUNDING OF
CERTAIN PRESENTLY OUTSTANDING REVENUE OBLI-
GATIONS OF THE VILLAGE OF TEQUESTA, FLORIDA;
PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING
$5,000,000 SPECIAL OBLIGATION BONDS., SERIES
1978A, OF THE VILLAGE TO BE APPLIED TO
REFUND THE PRINCIPAL, INTEREST AND REDEMPTION
PREMIUMS, MANDATORY OR OTHERWISE, IF ANY,
IN RESPECT TO SUCH PRESENTLY OUTSTANDING
OBLIGATIONS, PROVIDING FOR THE PAYMENT OF
THE REFUNDING BONDS FROM ESCROW DEPOSIT
INCOME AS DEFINED HEREIIQ; AND MAKING CERTAIN
COVENANTS AND AGREEMENTS IN CONNECTION THERE-
WITH.
BE IT ORDAINED BY THE VILLAGE COUNCIL OF TEQUESTA, FLORIDA:
SECTION 1. AUTHORITY FOR THIS ORDINANCE. This ordinance is
enacted pursuant to the provisions of Chapter 166, Part II, Florida
Statutes, and other applicable provisions of law.
SECTION 2. DEFINITIONS. Unless the context otherwise requires,
the terms defined in this section shall have the meanings specified.
in this section. Words importing singular number shall include the
plural number in each case and vice versa, and words importing persons
shall include firms and corporations.
A. "Issuer" shall mean the Village of Tequesta, Florida.
B. "Act" shall mean Chapter 166, Part II, Florida Statutes, and
other applicable provisions of law.
C. "1978A Bonds" shall mean the Special Obligation Bonds,
Series 1978A herein authorized to be issued. under the terms, con-
ditions and limitations contained herein.
D. "Holder of 1978A Bonds" or "1978A Bondholders" or any simi-
tar term shall mean any person who shall be the bearer or owner of
any outstanding 1978A Bonds or Bonds registered to bearer or not
registered, or the registered owner of any such 1978A Bonds or Bonds
which shall at the time be registered other than to bearer.
E. "Refunded Bonds" means the outstanding bonds of an issue
of Water Revenue Certificates, dated July 1, 1967, and an issue of
Water Revenue Certificates, Series 1976A, dated July 1, 1976.
F. "1978 Bonds" shall mean the issue of Water Refunding
Revenue Bonds, Series 1978, authorized to be issued pursuant to
separate instrument of the Issuer of even date herewith, (the "1978
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Instrument"), which are to be issued simultaneously with the 1978A
Bonds.
G• "Escrow Deposit Agreement" means that certain Escrow De osi
Agreement by and between the Issuer and a bank or trust com an tp
selected and named by the Issuer prior to the deliver of p Y ° be
Y_ the 1978
and 1978A Bonds, which agreement shall be in substantially the form
attached as Exhibit A to the 1978 Instrument and incorporated herein
by reference.
H• "Escrow Deposit Income" shall mean all interest and other
income derived from the investment of funds under and pursuant to t
Escrow Deposit Agreement and after a he
' ~ p yment of the Total Debt Service
(as defined in the Escrow Deposit Agreement) on the Refunded Bonds.
any excess cash and an
principal of Federal Securities held in the Prin-
cipal Account created under and pursuant to the Escrow Deposit A re -
ment, g e
I• "Fiscal Year" shall mean the period commencing on October l
of each year and ending on the succeeding September 30 or such other
annual period as may be prescribed by law from time to time for the
Issuer.
J• "Federal Securities" shall mean direct obligations of the
United States of America and obligations the principal of and interes
on which are full t
y guaranteed by the United States of America, none
or which permit redemption prior to maturity at the option of the
obligor.
K• "Instrument" shall mean this ordinance.
SECTION 3. FINDINGS. The Issuer hereby readopts .and incorpo-
rates herein by reference the findings made in Paragraphs B, C, and
D of Section 3 of the 1978 Instrument of the Issuer. It is further
found, determined and declared as follows, that:
A. The Issuer will derive income from the. investment of moneys
to be dePasited in escrow pursuant to the Escrow Deposit Agreement.
Such moneys and the .income therefrom, as defined herein as "Escrow
Deposit Income", are not now pledged or encumbered in any manner.
B• The principal of and interest, on the 1978A Bands and all
other payments provided for will be payable solely from the Escrow
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Deposit Income, as herein defined and provided, and such Escrow De-
posit Income will be sufficient for such purposes.
C. The Issuer will never be required by the holders of the
1978A Bonds to levy ad valorem taxes on any property within the
Issuer to pay the principal of or interest on the 1978A Bonds or to
make any of the reserve, sinking fund or other payments provided for
in this Instrument, and the 1978A Bonds shall not constitute a lien
upon any of the properties of the Issuer, except upon the Escrow De-
posit Income in the manner provided herein.
SECTION 4. INSTRUMENT TO CONSTITUTE CONTRACT. In consideration
of the acceptance of the 1978A Bonds authorized to be issued here-
under by those who shall hold the same from time to time, this Instru-
ment 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
1978A Bonds and the coupons attached thereto, all of which shall be
of equal rank and without preference, priority or distinction of any
of the 1978A Bonds or coupons over any other thereof, except as
expressly provided therein and herein.
SECTION 5.~ AUTHORIZATION OF REFUNDING. The refunding of the
Refunded Bonds is hereby authorized in accordance with applicable
law and the provisions of this Instrument.
SECTION 6. AUTHORIZATION OF BONDS. For the purpose of financ-
ing part of the cost of the refunding herein authorized, and subject
and pursuant to the provisions of this Instrument, obligations of tine
Issuer to be known as "Special Obligation Bonds, Series 1978A" are
hereby authorized to be issued in the aggregate principal amount of
not exceeding Five Million Dollars ($5,000,000).
SECTION 7. DESCRIPTION OF BONDS. The 1978A Bonds shall be
numbered consecutively from one upward; shall be in the denomination
of $5,000 each; shall be dated; shall bear interest at not exceeding
the maximum rate authorized by the Act, payable semiannually; and
shall mature annually or semiannually in such years, and in such
amounts, all as are fixed by subsequent resolution of the Issuer
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adopted prior to the delivery of the 1978A Bonds.
Such 1978A Bonds shall be issued in coupon form; shall be pay-
able with respect to both principal and interest at such bank or
banks to be determined by the Issuer prior to the delivery of such
1978A Bonds; shall be payable in lat~ful money of the United States of
America; and shall bear irtersst from such date, but not earlier thar.
the date of the 1978A Bonds., as is fixed by resolution of the Issuer
adopted prior to the delivery of the 1978A Bonds, payable in accord-
ance with and upon surrender of the appurtenant interest -coupons as
they severally mature.
SECTION 8. EXECUTION OF 1978A BOi~3DS A'~ID COUPONS. The 1978A
Bonds shall be executed in the name of the Issuer by the Mayor
and attested and countersigned by the Village Clerk, and its corporate
seal or a facsimile thereof shall be affixed thereto or reproduced
thereon. The facsimile signatures of the Mayor or Village Clerk may
be imprinted or reproduced on the 1978A Bonds, provided that at
zeast one signature required to be placed thereon shall be manually
subscribed. In case any officer whose signature shall appear on
arty 1978A Bonds shall cease to be such officer before the delivery
of such 1978A 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 1978A Bonds may be
signed and sealed on behalf of the Issuer by such person who at the
actual time of the executi.or~ of such 1978A Bonds shall hold the
proper office with. the Issuer, although at the date of adoption of
tY~is Instrument such person may not have held such office or may
dot have been so author~.zed.
The coupons attached to the 1978A Bonds shall be authenticated-
with the_facsimil,e signatures of any present or future Mayor
and Village Clerk of the Issuer, and shall be sealed by imprinting
thereon the word "(Seal)". The validation certificate on the 1978A
Bonds shall be executed with the facsimile signature of the Mayor.
The Issuer may adopt and use for such purposes the facsimile signatures
of any persons who shall have been such officers at any time on or
after the date of adoption of this Instrument notwithstanding that
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they may have ceased to be such officers at the time such 1978A
Bonds shall be actually delivered.
SECTION 9. NEGOTIABILITY AND REGISTRATION. The 1978A Bonds
issued hereunder shall be, and shall have alI of the qualities and
incidents of negotiable instruments under the law merchant and the
laws of the State of Florida, and each successive holder, in accepting
any of-the 1978A Bonds or the coupons appertaining thereto, shall be
conclusively deemed to have agreed that such 1978A Bonds 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.
The 1978A Bonds may be registered, at the option of the holder, as
to principal only, or as to both principal and interest, at the office
of the Village Clerk, as Registrar, or such other Registrar as shall
be hereafter appointed, such registration to be noted on the back of
said 1978A Bonds in the space provided therefor. After such regis-
tration as to principal only, or both principal and interest, no
transfer of the 1978A Bonds shall be valid unless made at said office
by the zegistered owner, or by his duly authorized agent or repre-
sentative and similarly noted on the 1978A Bonds, but the Bonds may
be discharged from registration by being in like manner transferred
to bearer and thereupon transferability by delivery shall be restored.
~,t the option of the holder, the 1978A Bonds may thereafter again
from time to time be registered or transferred to bearer as before.
Such registration as to principal only shall not affect the negotia-
bility of the. coupons which shall, continue to pass by delivery.
SECTION 10. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In
case any 1978A Bond shall become mutilated, or be destroyed, stolen
or lost, the Issuer may in ~:ts discretion issue and deliver a new
1978A Bond with all unmatured coupons attached of like tenor as the
1978A Bond and attached coupons, if any, so mutilated, destroyed,
stolen or lost, in exchange and substitution for such mutilated 1978A
Bond upon surrender and cancellation of such mutilated 1978A Bond and
attached coupons, if any, or in lieu of and substitution for the
1978A Bonc1 and attached coupons, if any, destroyed, stolen or lost,
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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. A11 1978A Bonds
and coupons so surrendered shall be cancelled. If any of the 1978A
Bonds or coupons shall 'nave matured or be about to mature, instead
of issuing a substitute 1978A Bond or coupon, the Issuer may pay
the same, upon being indemnified as aforesaid, and if such 1978A
Bond or coupon be lost, stolen or destroyed, without surrender
thereof.
Any such duplicate 1978A Bonds and coupons 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 1978A Bonds or coupons be at any time found by anyone,
and such duplicate 1978A Bonds and coupons shall be entitled to equal
and proportionate benefits and rights as to lien on and source and
security for payment from the funds, as hereinafter pledged, to the
same extent as all other 1978A Bonds and coupons issued hereunder.
SECTION 11. PROVISIONS FpR REDEMPTION. The 1978A Bonds shall
not be subject to redemption prior to their maturity.
SECTION 12. FORM Or^ BONDS AND COUPONS. The text of the 1978A
Bonds, the interest coupons 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 and
permitted by this Instrument or by any subsequent ordinance or res-
olution enacted prior to the issuance thereof:
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No.
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF PALM BEACH
VILLAGE OF TEQUESTA
SPECIAL OBLIGATION BOND, SERIES I978A
$5,000
KNOW ALL MEN BY THESE PRESENTS, that the Village of Tequesta,
Florida (hereinafter called "Village"), for value received, hereby
promises to pay the bearer hereof or, if this Bond be registered,
to the registered holder, as herein provided, on the 1st day of
from the special funds. hereinafter mentioned the prin-
cipal surn of
FIVE THOUSAND DOLLARS
with interest thereon from , at the rate of
per centum per annum ( ~), payable on
and semiannually thereafter an 1 and.
l of each year, upon the ps:esentation and :surrender of
the annexed coupons as they•severally fall due. Both principal of ana
interest on this Bond are payable in lawful money of the United
States of America at the ,
or at the option of the holder, at _
This Bond is one of an authorized issue of bonds in the aggre-
gate principal amount of not exceeding $5,000,000 of like date,
tenor and effect, except as to number, maturity and interest rate,
issued to finance a part of the cost of refunding the outstanding
certificates of an issue of Water Revenue Certificates, dated July
1, 1967, and an issue of Water Revenue Certificates, Series 1y76A,
dated July 1, 1976, pursuant to the authority of and in full. compliance
with the Constitution and Statutes of the State of FJ_orida, including
particularly Chapter 166, Part II, Florida Statutes, and other _
applicable provisions of law,-and an ordinance duly enacted by the
Village on , 1978, as supplemented, (hereinafter
called "Ordinance"), and is subject to all the terms and conditions
of such Ordinance.
• This Bond and the coupons appertaining thereto are payable
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solely from and secured by a pledge of and a first lien upon certain
escrow deposit income in the manner described in the Ordinance and
'the Escrow Deposit Agreement between the Village of Tequesta and
dated as of the delivery of the Bonds. Refer-
ence is made to the Ordinance and the Escrow Deposit Agreement for
the provisions, among others, relating to the terms, lien and secu-
rity for the Bonds, the custody and application of the proceeds of
the Bonds, the rights and remedies of the holders of the Bonds and
the rights, duties and obligations of the Village.
This Bond does not constitute a general indebtedness of the
Village within the meaning of any constitutional or statutory
provision or limitation, and it is expressly agreed by the holders
of this Bond and of the coupons appertaining thereto that such
holders shall never have the right, directly or indirectly, to
require or compel the exercise of the ad valorem taxing power of
the Village for the payment of the principal of and interest an
this Bond or the making of any sinking fund, reserve or other
payments provided for in the Ordinance authorizing this issue of
Bonds.
It is further agreed between the Village and the holder of this
Bond that this, Bond and the obligation evidenced thereby shall not .
constitute alien upon the Village or on any property of the Village,
but shall constitute a lien only on the escrow deposit income in
the manner provided in the Ordinance.
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.
The Village has entered into certain further covenants with the
holders of the Bonds of this issue for the terms of which reference
is made to the Ordinance.
It is hereby certified and recited that all acts, conditions and
things required to exist, to happen and to be performed precedent to
and in the issuance of this Bond, exist, have happened and have been
performed in regular and due form and time as required by the Con-
stitution of the State of Florida and the laws and regulations of
such State and of the United States of America, applicable thereto
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and that the issuance of this Bond and of the issue of Bonds of which
this Bond is one, does not violate any constitutional or statutory
limitation.
This Bond may be registered as to principal only or as to prin-
cipal 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 executed by the manual
or facsimile signatures of its Mayor, and its corporate seal or a
facsimile thereof to be affixed, impressed, imprinted, lithographed
or reproduced hereon and attested and countersigned by the manual
or facsimile signature of its Village Clerk and has caused the
interest .coupons hereto attached to be executed with the facsimile
signatures of such officers, all as of the first day of ,
1978.
VILLAGE OF TEQUESTA, FLORIDA
(SEAL) Mayor
ATTESTED AND COUNTERSIGNED:
Village Clerk
FORM OF COUPONS
No. $
On the first day of 19 the Village of
Tequesta, Florida promises to pay to bearer at the
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 interest then due upon its
Special Obligation Bond, Series 1978A, dated
(SEAL)
ATTESTED AND COUNTERSIGNED:
No.
VILLAGE OF TEQUESTA, FLORIDA
Mayor
Village Clerk
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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 the day of 1978.
Mayor
PROVISION FOR REGISTRATION
This Bond may be registered in the name of the holder on the
books to be kept by the Village Clerk of the Village, as Registrar,
or such other Registrar as may hereafter be duly appointed, as to
principal only, such registration being noted hereon by such Registrar
in the registration blank below, after which no transfer shall. be
valid unless made on said books by the registered holder or attorney
duly authorized and similarly noted in the registration blank
below, but it 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
F~~?c1d is registered as to interest as well as principal, and there-
after the interest will be remitted by mail to the 'registered
holder. With the consent of the holder and of the Village of
Tequesta, this Bond, when converted into a Bond registered as to
both principal and interest, may be reconverted into a coupon Bond
and again converted into a Bond registered as to both principal and
interest as hereinabove provided. Upon reconversion of this Bond,
when registered as to principal and interest into a coupon Bond,
coupons representing the interest to accrue upon this Bond to date
of maturity shall be attached hereto by the Registrar and the
Registrar shall note in the. registration blank below whether this
Bond is registered as to principal only or payable to bearer.
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Date of In Whose Name Manner of Signature of
Registration Registered Registration Re istrar
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SECTION 13. BONDS NOT TO BE INDEBTEDNESS OF ISSUER. Neither the
1978A Bonds nor coupons shall be or constitute a general indebtedness
of the Issuer within the meaning of any constitutional or statutory
limitation of indebtedness, but shall be payable solely from the
Escrow Deposit Income as herein provided. No holder or holders of
any 1978A Bonds or of any coupons appertaining thereto shall ever
have the right to compel, directly or indirectly, the exercise of the
ad valorem taxing power of the Issuer or taxation in any form of any
real property in the Issuer to pay such 1978A Bonds or the interest
thereon or to enforce payment of such principal and interest from any
other funds of the Issuer except the Escrow Deposit Income.
SECTION 14. SECURITY FOR 1978A BOi~TDS. Payment of the principal
of and interest on all of the 1978A Bonds shall be secured. forthwith
equally and ratably by an irrevocable first lien on and pledge of the
Escrow Deposit Income in the manner provided herein. The Issuer does
hereby irrevocably pledge the Escrow Deposit Income to the payment of
the principal of and interest on the 1978A Bonds as the same become
due.
SECTION 15. COVENANTS OF THE ISSUER. So long as any of the
1978A Bonds or interest thereon shall be outstanding and unpaid. or
until there shall have been set apart in the Income Account created
under the Escrow Deposit Agreement a sum sufficient to pay at
maturity the entire principal of the 1978A Bonds remaining unpaid
together with all interest accrued or to accrue thereon or until pro-
vision for payment of the 1978A Bonds shall have been made in accord-
ance with this Instrument, the Issuer covenants with the holders .of
any and all of the 1978A Bonds as follows, that:
A. DEPOSITS OF ESCROW DEPOSIT INCOME. The Escrow Deposit
Income shall be deposited in the Income Account created and estab-
lished pursuant to the Escrow Deposit Agreement (hereinafter called
the "Income Account"). Such Income Account shall be and constitute a
trust fund for the .purposes provided in this Instrument, shall. be
kept separate and distinct from all other funds of the Issuer and
shall be used only for the purposes and in the manner provided in
this Instrument.
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B. DISPOSITION OF ESCR06+1 DEPOSIT INCO.~+IE. All Escrow Deposit
Income at any time remaining on deposit in the Income Account shall
be disposed of by the Escrow Holder on or prior to each interest
payment date only in the following manner and in the following order
of priority:
(1) There shall be paid to the paying agents a sum equal
to the amount of interest which will become due and payable on the
1978A Bonds on the next interest payment date, and a sum equal to the
amount of principal on the 1978A Bonds, if any, which will become due
and payable on such date. Such payments in addition shall also
include all handling charges of the paying agents to the extent that
such handling charges are described as "Expenses" in the Escrow
Deposit Agreement.
(2) If, on any interest payment date, the Escrow Deposit
Income is insufficient to make the payments above provided, the
deficiencies shall be made up on subsequent payment dates in addition
to the payments which would otherwise be required to be made from the
Income Account on the subsequent payment dates.
_ (3) Thereafter, any moneys remaining on deposit in the
Income Account, after all required payments provided above have been
made in full, shall be used First for the payment of "Expenses" as
defined and in the manner provided in the Escrow Deposit Agreement,
and shall thereafter be paid to the Issuer, commingled with other
funds of the Issuer, and used for any lawful purpose of the Issuer.
(;4) Such special accounts and funds hereinabove provided,
and all other funds created and established pursuant to this Instru-
ment shall constitute trust funds for the purposes provided herein.
All of such accounts and funds shall be continuously secured in the
same manner as deposits of municipal funds are required to be ,secured
by the laws of the State of Florida; provided, however, that the
obligations securing such accounts and funds shall be at all times
equal in market value to the amount of moneys in such accounts and
funds.
Moneys on deposit in the Income Account shall be invested only
as provided in the Escrow Deposit Agreement.
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C. REMEDIES. Any holder of 1978A Bonds or of any coupons
appertaining thereto, issued under the provisions of this Instrument
or any trustees acting for the holders of such 1978A Bonds 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, including the right to the appointment of a receiver, existing
under the laws of the State of Florida, of the United States of
America or granted and contained in this resolution and may enforce
and compel the performance of all duties required by this instrument
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
holder of such 1978A Bonds any lien on any properties of the Issuer.
D. ISSUANCE OF ADDITIONAL OBLIGATIONS PAYABLE FROM ESCROW
DEPOSIT INCOME. The Issuer will not issue any other obligations pay-
able from the Escrow Deposit Income nor voluntari?.y create or cause
to be created any debt, lien, pledge, assignment, encumbrance or
other charge upon the Escrow Deposit Income.
E. USE OF LEGALLY AVAILABLE FUNDS. Nothing herein contained
shall preclude the Issuer from using, to the extent permitted by law,
any available funds, in addition to the Escrow Deposit Income, which
may come into its possession for the purpose of making any of the
payments provided for in this Instrument. Nothing in this subsec-
tion, however, shall be construed or deemed to confer, directly or
~.ndirectly, upon any holder of 1978A Bonds the right to compel the
exercise of the ad valorem taxing power of the Issuer or taxation in
any form of any property in the Issuer.
SECTION 16. APPLICATION OF BOND PROCEEDS. The proceeds, in-
eluding accrued interest and premium, if any, received from the sale
of any or all of the 1978A Bonds shall be applied by the Issuer
simultaneously with the delivery of such 1978A Bonds to the purchaser
thereof, as follows:
A. The accrued interest shall be deposited in the Income
Account herein created and shall be used only for the purpose of
paying interest becoming due on the 1978A Bonds.
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B. To the extent not paid or reimbursed therefor by the orig-
final purchaser of the 1978A Bonds, the Issuer shall pay all costs and
expenses in connection with the preparation, issuance and sale of the
1978A Bonds.
C. The remainder of the proceeds, which-shall be at least a
sum specified in the Escrow Deposit Agreement which (1) together with
the net proceeds of the sale of the 1978 Bonds and 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 prin-
cipal of, interest on, and redemption premiums, mandatory or otherwise,
if any, in respect to the Refunded Bonds as the same shall became
due and payable or are redeemed as provided in the 1978 Instrument,
and which sum (2) together with the net proceeds of the sale of the
1978 Bonds and the other funds described in the Escrow Deposit
Agreement to be deposited in escrow, and together with the Escrow
Deposit Income, will be sufficient to make the payments. described.
above and to pay the principal of and interest on the 1978A Bonds
as the same shall become due, and the Expenses, if any, set fartli
in the Escrow Deposit Agreement, shall be deposited into the Principal.
Account and the Income Account established in the Escrow Deposit
Agreement, in the respective amounts sufficient for such purposes,
and shall be held and applied by the Escrow Holder pursuant to the
Escrow Deposit Agreement.
Such Accounts shall be kept separate and apart from all other
funds of the Issuer and the moneys on deposit therein shall be with-
drawn, used and applied by the Escrow Holder solely far the purposes
set forth in the Escrow Deposit Agreement.
D. Simultaneously with the delivery of the 1978A Bonds to the
purchaser thereof, the Issuer shall enter into the Escrow Deposit
Agreement in substantially the form attached to the 1978 Instrurent
as Exhibit A with a bank or trust company approved by the Issuer.,
which shall provide for the deposit of sums into the Principal and
Income Accounts 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 subparagraphs (1) and (2) of Section 16C of
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this Instrument. At the time of execution of the Escrow Deposit
Agreement, the Issuer shall furnish to the Escrow Holder named
therein appropriate documentation to demonstrate that the sums being
deposited and the investments to be made will be sufficient for such
purposes.
No use will be made of the proceeds of the 1978A Bonds which, if
reasonably expected on the date of issuance of the 1978A Bonds, 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
1978A Bonds and interest thereon 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 there-
under.
SECTION 17. SALE OF 1978A BONDS. The 1978A Bonds shall be
issued and sold at one time and at such price or prices consistent
with the provisions of the Act and the requirements of this Tnstru-
meat as the Issuer shall hereafter determine by resolution. The
1978A Bonds shall be sold and delivered only if a sufficient prin-
cipal amount of the 1978 Bonds are sold and delivered at the same
time to effect the complete refunding program described in Section 3
of this Instrument and in the 1978 Instrument.
SECTION 1$. MODIFICATION OR AMENDMENT. No material modifica-
tion or amendment of this Instrument or of any resolution or ordi-
nance amendatory hereof or supplemental hereto, may be made without
the consent in writing of the holders of two-thirds or more in prin-
cipal amount of the 1978A Bonds then outstanding, provided, however,
that no modification or amendment shall permit a change in the
maturity of such 1978A Bonds 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 collect the Escrow Deposit
Income as herein provided, or to pay the principal of and interest on
the 1978A Bonds as the same shall become due from the Escrow Deposit
Income or reduce such percentage of holders of such 1978A Bonds,
required above, for•such modifications or amendments, without the
consent of all of the holders of such 1978A Bonds.
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w ...SOLUTION N0. 12-77/78 ~`
A RESOLUTION FIXING T1II: DATE, i~1ATURITIES,
MANDATORY AMORTIZATION INSTALLMENTS, INTEREST
RATES AND REDEMPTION PP.OVIS?ONS ~'OR $3,915,000
WATER REFUNDING REVENUE BONDS, SERIES 1978;
FIXING THE DATE, P•1ATURITIES AND INTEREST RATES
FOR $4,370,000 SPECIAL OBLIGATION BONDS, SERIES
1978A; CANCELLING THE UNSOLD PRINCIPAL AMOUNTS
OF SAID 1978 BONDS AND 1978~A BONDS, RATIFYING
PURCHASE CONTP,ACTS AND AWARD OF SAID 1978 AND
1978A BONDS; AUTHORIZING USE OF OFFICIAL STATE-
P4ENTS FOR SAID 1978 BONDS AND 1978A BONDS,
AUTHORIZING EXECUTION OF AN ESCROW DEPOSIT
AGREEMENT AND A TREASURY BOND PURCHASE AGREEivIENT
AND LETTER AGREEMENT RELATING THERETO; AND
NAMING ESCROW HOLDER, PAYING AGENTS AND SUPPLIER
UNDER TREASURY BOND PURCHASE AGREEMENT.
4dHEREAS, the Village Council of the Village of Tequesta
(the "Issuer") has heretofore, by Ordinances adopted on :~4ay 9,
1978, authorized the issuance of $5,000,000 Water Refunding Revenue
Bonds, Series 1978 (the "1978 Bonds") and $5,000,000 Special Obliga-
tion Bonds, Series 1978A (the "1978A Bonds"); and
WHEREAS, the Issuer deems it in its best interest that
$3,915,000 principal amount of said 1978 Bonds and $4,370,000
principal amount of said 1978A Bonds be issued; and
WHEREAS, it is necessary to fix the date, maturities,
Mandatory Amortization Installments, interest rates and redemption
provisions for said 1978 Bonds and the date, maturities and interest
rates for said 1978A Bonds; and
WHEREAS, it is necessary to cancel certain principal
amounts of said 1978 and 1978A Bonds; and
WHEREAS, William R. Hough & Co. (hereinafter called
"Purchaser"), has offered to purchase said Series 1978 Bonds at
the price of $3,797,550.00, equivalent to 97°s of par value, plus
accrued interest from April 1, 1978, to the date of delivery thereof,
bearing interest as hereinafter stated, and has offered to purchase
said Series 1978A Bonds at the price of $4,282,600.00, equivalent
to 98% of par value, plus accrued interest from July 1, 1978, to
the date of delivery thereof, bearing interest as hereinafter
stated; and
WHEREAS, the Issuer deems it in its best financial interest
that said Series 1978A Bonds and Series 1978B Bonds be sold at
•
•
private sale as above recited at the purchase prices above stated;
and
WHEREAS, it is necessary to designate the Escrow Holder
under the Escrow Deposit Agreement for the Series 1978 and Series
1978A Bonds and the paying agents for said Series 1978 and Series
1973~~ Bonds and. the supplier under a Treasury Bond Purchase Agreement;
and
L4HEREAS, it is necessary to authorize the execution of the
Escrow Deposit Agreement and also a Treasury Bond Purchase Agreement
and related letter agreement for the purchase of certain Federal
Securities from funds to be retained in a separate account in the
Eond Amortization Fund in the Sinking Fund for certain of the Series
1978 Bonds maturing April 1, 2007, now, therefore,
BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF
TEQUESTA, FLORIDA:
SECTION 1. $3,915,000 principal amount of the $5,000,000
Water Refunding Revenue Bonds, Series 1978, are hereby authorized
to be issued.
SECTION 2(a). The $3,915,000 Series 1978 Bonds shall be
dated April 1, 1978, shall bear interest (payable semiannually on
April 1 and October 1) at the rate of 6.75°s per annum and shall
mature as follows:
$2,010,000 on October 1, 2003;
$1,905,000 on April 1, 2007.
(b} Said Series 1978 Bonds maturing in the years 2003
and 2007 are designated as the Term Bonds of said Series 1978 Bonds.
(c) Mandatory Amortization Installments for the Series
1973 Tern Bonds maturing in the year 2003 shall be deposited into
a 2Q03 Term Bonds Account, which is hereby created and established
~n tre Bond Amortization Fund in the Sinking Fund, commencing on
October 1, 1993, in equal monthly amounts so that the following..
amounts wi1T be in such 2003 Term Bonds Account on the following
dates, less any principal amount of the 2003 Term Bonds theretofore
retired:
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• •
Semiannual Cumulative
Date Amount Amount
April 1, 1994 $ 70,000 $ 70,000
October 1, 1994 75,000 145,000
April 1, 1995 80,000 225,000
October 1, 1995 80,000 305,000
P.pri1 1, 1996 80,000 385,000
October 1, 1996 85,000 470,000
P.pril 1, 1997 90,000 560,000
October 1, 1997 90,000 650,000
April 1, 1998 95,000 745,000
October 1, 1998 95,000 840,000
April 1, 1999 100,000 940,000
Oc~ober 1, 1999 105,000 1,045,000
April 1, 2000 105,000 1,15G,000
October 1, 2000 ~ 110,000 1,2.60,000
April 1, 2001 115,000 1,375,000
October 1, 2001 120,000 1,495,000
April 1, 2002 120,000 1,615,000
October 1, 2002 130,000 1,745,000
April 1, 2003 130,000 1,875,000
October 1, 2003 135,000 2,010,000
Moneys on deposit in the 2003 Term Bonds Account may, at
the option of the Issuer, be used for the open market purchase or
the redemption of Term Bonds maturing in the year. 2003 at not greater
than the par value thereof, or retained in said 2003 Term Bonds
Account and invested until the stated date of maturity of said Term
Bonds in the year 2003. Income on any such investments may, at the
option of the Issuer, be retained in the 2003 Term Bonds Account or
deposited into the Sinking Fund and used to pay principal of and
interest on the Series 1978 Bonds.
(d) blandatory Amortization Installments for the Series
1978 Term Bonds maturing in the year 2007 shall be deposited into a
2007 Term Bonds Account, which is hereby created and established in
the Bond Amortization Fund in the Sinking Fund, commencing at the
date of delivery of the Series 1978 Bonds and continuing through
September, 1993, in such monthly amounts so that on each of the dates
set forth below, there will have been deposited in, and there will
be accumulated in, said 2007 Term Bonds Account funds sufficient to
purchase dirzct obligations of, or obligations guaranteed by, the
United States of America ("Government Obligations") in such principal
amounts that the aggregate principal of Government Obligations in
the 2007 Term Bonds Account after such purchase will be the amount
indicated on the following dates, less any principal amount of the
2007 Term Bonds theretofore retired:
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• •
Cumulative
Principal Amount Amortization
Date o~ Lur~has~~ to be Purchased Installments
October 1, 1978 $565,000 $ 565,000
April 1, 1979 25,000 590,000
October 1, 1979 25,000 615,000
April 1, 1980 25,000 640,000
October 1, 1980 25,000 665,000
April 1, 1981 30,000 0'95,000
October 1, 1981 30,000 725,000
April 1, 1932 30,000 755,000
October 1, 1982 30,000 785,000
April 1, 1983 35,000 820,000
October 1, 1983 30,000 850,000
April 1, 1984 35,000 885,000
October 1, 1984 40,000 925,000
April 1, 1985 35,000 960,000
October 1, 1985 40,000 1,000,000
April 1, 1986 40,000 1,040,000
October 1, 1986 45,000 1,085,000
April 1, 1987 45,000 1,130,000
October 1, 1987 45,000 1,175,000
April 1, 1988 50,000- 1,225,000
October 1, 1988 50,000 1,275,000
April 1, 1989 50,000 1,325,000
October 1, 1989 55,000 1,38.0,000
April 1, 1990 60,000 1,440,000
October 1, 1990 55,000 1,495,000
April 1, 1991 65,000 1,560,000
October 1, 1991 60,000 1,620,000
April 1, 1992 70,000 1,690,000
October 1, 1992 70,000 1,760,000
April 1, 1993 70,000 1,830,000
October 1, 1993 75,000 1,905,000
Investments on deposit in said 2007 Term Bonds Account
shall mature on or prior to April 1, 2007 and shall be valued at
their face value so that sufficient funds will be available to pay
the principal of the maturing 2007 Term Bonds.
The Government Obligations so purchased shall be held in
said 2007 Term Bonds Account and shall be used and applied solely
for the payment of principal of the 2007 Term Bonds or payment at
their stated maturity. The income on all investments in such ?_007
Term Bonds Account shall remain in such account and shall be used
for the purposes thereof until the Amortization Installment for
October 1, 1993 has been made, and thereafter may be deposited into
the Sinking Fund for payment of maturing principal of and interest
on the 1978 Bonds.
SECTION 3. The redemption provisions for said Series
1978 Bonds shall read as follows:
"The Bonds of this issue may be redeemed prior to their
respective maturity dates, at the option of the Village, from any
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• •
moneys available therefor, either in whole on October 1, 1988 or
any date thereafter or in part, on October 1, 1988 or nn any i__^.ter~st
payment date thereafter (and. if in part, in inverse order of maturity,
and by lot within a maturity) at par plus accrued interest to the
date fixed for redemption, plus a premium of 30 of the par value
tiZereof if redeemed in 1988. Such premium shall decrease by 1/4 of
1° on each October 1 thereafter. idotwithstanding the foregoing, the
1978 Bonds maturing October 1, 2003-shall be redeemable from moneys
deposited in the 2003 Term Bonds Account in the Bond Amortization
Fund on April 1, 1994 and thereafter without prremium."
SECTION 4(a). $4,370,000 principal amount of the $5,000,000
~' Series 1978A Bonds are hereby authorized to be issued.
(b) The $4,370,000 Series 1978A Bonds shall be dated Jul;.- 1,
1978, shall bear interest, payable semiannually on January 1 and
July 1, at such rates per annum and shall mature on January I and
July 1 in the years and amounts as follows:
INTEREST INTEPEST
DATE A_NIOUNT RATE. DATE AMOUNT RATE
Jan., 1979 $125,400 4,10 July, 1991 $ 90,000 5.30%
July, 1979 160,000 4.10% Jan., 1992 90,000 5.35%
Jan., 1980 155,000 4.25s July, 1992 85,000 5.35%
July, 1980 150,000 4.25°s Jan., 1993 80,000 S.~Oo
Jan., 1981 155,000 4.400 July, 1993 80,000 5.40%
July, 1981 150,000 4.400 Jan., 1994 75,000 5,15%
Jan., 1982 145,000 4,55% July, 1994 70,000 5.45%
July, 1982 145,000 4.550 Jan., 1995 65,000 5.55%
Jan., 1983 145,000 4.700 July, 1995 65,000 5.55%
July, 1983 135,000 4.70% Jan., 1996 60,000 5.60%
Jan., 1934 130,000 4.800 July, 1996 55,000 5.60%
July, 1984 125,000 4.800 Jan., 1997 50,000 5.650
Jan., 1985 125,000 4.900 July, 1997 50,000 5.65%
July, 1985 125,000 4.90% Jan., 1998 40,000 5.700
Jan., 1986 120,000 5.00% July, 1993 45,000 5.700
July, 1986 115,000 5.00% Jan., 1999 40,000 5.75%
Jan., 1987 115,000 S.lOa July, 1999 40,000 5.75s
July, 1987 115,000 5.10% Jan., 2000 30,000 5.75%
Jan., 1988 110,000 5.15% July, 2000 30,000 5.75%
July, 1988 110,000 5.150 Jan., 2001 2,000 5.80
Jan., 1989 105,000 5.20a July, 2001 20,000 5.30%
July, 1989 100,000 5.20% Jan., 2002 15,000 5.80%
J-an., 1990 100,000 5.25% July, 2002 15,000 5.800
July, 1990 100,000 .5.25% July, 2003 5,000 5.85%
Jan., 1991 90,000 5.300
SECTIOPd 5, The authorization for $1,085,000 principal
amount of the Series 1978 Bonds be and the same is hereby cancelled
and rescinded and the authorization for $630,000 principal amount
.•
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of the Series 1978A Bonds be and the same is hereby cancelled and
rescinded.
SECTION 6. The sale of the Series 1978 Bonds to the
Purchaser be and the same is hereby ratified and confirmed..
SECTION 7. The sale of the Series 1978A Bonds to the
Purchaser be and the same is hereby ratified and confirmed.
SECTION 8. The distribution of the Prelimirar1. Official
Statements by the Purchaser is hereby ratified and confirmed and
the proper officers of the Issuer be and they are hereby authorized
to execute Final Official Statements and to deliver same to said
Purchasers for use by them in connection with the sale and distribu-
tion of the Series 1978 Bonds and the Series 1978A Bonds.
SECTION 9. The proper officers of the Issuer be and they
are hereby authorized and directed to execute said Series 1978 Bonds
and Series 1978A Bonds when prepared,- and to deliver same to said
Purchaser upon payment of the pruchase prices without further authority
from the Issuer. The Mayor, Village Pdanager, Village Clerk and
Village Attorney are hereby. authorized to act for the Issuer and to
sign any documents necessary to effectuate delivery of the Bonds.
SECTION 10. Both the Series 1978 Bonds and the Series
1978A Bonds shall be payable as to principal and interest at the
Jacksonville National Bank, Jacksonville, Florida and said Jacksonville
National Bank is also designated as the Escrow Holder under the
Escrow Deposit Agreement referred to in Section 12 hereof.
SECTION 11. The Issuer agrzes to pay to the Jacksonville
National Bank a fee for acting as paying agent for the Series 1973
Bonds, in the amount of $300.00 per year to be payable at the rate of
$150.00 on each April 1 and October 1, commencing October i, 1978.
SECTION 12. The Escrow Deposit Agreement, in substantially
the form attached to the Resolution authorizing the Series 1978 Bonds,
with such insertions, deletions and modifications as shall be approved
by the riayor, Village Manager and Village Attorney with the advice
of bond counsel, is hereby authorized to be executed by the proper
officers of the Village, and the Village seal shall be affixed thereto.
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SECTION 13. Pursuant to the ordinance authorizing the
issuance of the Series 1978 Bonds, the Issuer hereby elects to
retain the funds deposited into the Bond Amortization Fund in the
Sinking Fund, in the 2007 Term Bonds Account. therein, until the
stated maturity date of the 2007 Term Bonds on April I, 2007. A
Treasury Bond Purchase Agreement for the purchase of Government
Obligations, with related Letter Agreement in substantially the
forms attached hereto are hereby authorized to be entered into with
the Jacksonville National Bank, Jacksonville, Florida and the proper
officers of the Village be and they are hereby authorized and directed.
to execute, affix the Village seal to, and deliver same.
SECTION 14. This resolution shall take effect immediately
upon its passage.
THE FOREGOING RESOLUTION was offered by Councilmember
Mapes who moved its adoption.. The Resolution
was seconded by Councilmember Ryan and upon being
put to a vote, the vote was as follows:
FOR ADOPTION.
AGAINST ADOPTION
declared the Resolution duly passed
and adopted this
25th day of July , A.D., 1978
MAYOR OF TEQUESTA
. ' ~~ ~ ~C~ / .//
Howard F. Bro n
ATTEST:
i
Vill qe Clerk
-7-
TREASURY BOND PURCHASE AGREEi~IEN^1
AGREEMENT dated as of August 1, 1973, bete;een the Village of
Tequesta, Florida, (the "Issuer") and Jacksonville National Bank,
Jacksonville, Florida a banking association organized under the.
laws of the United States of America (t'^e "Bank"}.
6~IHEREAS, the Issuer by Ordinance enacted on '•iay 9, 1978, as
supplemented (the "Ordinance"), authorized the issuance of $5,000,000
[v'ater Refunding Revenue Bonds, Series 1978 (the "Bonds"), for the
purpose of providing monies to refund certain outstanding revenue
obligations of the Issuer; and
I~HEP.EAS, the Issuer pursuant to the. Ordinance is to establish
a fund to be known as the 2007 Term Bonds Account in the Bond
Amortization Fund in the Sinking Fund into which the Issuer is to
deposit from Revenues (as defined in the Ordinance) monies sufficient
to provide for the payment of $1,905,000 Term Bonds maturing on
April 1, 2007; and
bv~iEP.EAS, the Issuer wishes to invest said monies deposited in
the 2007 Term Bonds Account in 7-5/8% United States Treasury Bonds
maturing on February 15, 2007 (the "Treasury Bonds"), in specified
amounts at the price hereinafter stated; and
t~FHEREAS, the Bank wishes to sell the Treasury Bor_ds to the Issuer
as provided in this Agreement.
Accordingly, the parties hereto agree as follows:
(1) In consideration of the Issuer's payment to the Bank of Ten
Dollars ($10.00), the Bank hereby agrees to sell to the Issuer and
the Issuer hereby agrees to purchase, from the Bank the Treasury Bonds
on the dates, in the principal amounts and at the prices as set forth
on Appendix A hereto.
(2} The Bank shall have no obligation hereunder other-than to
deliver Treasury Bonds to the Issuer on the dates and in the amounts
set forth on Appendix A hereto, against payment therefor by or on
behalf of the Issuer of the. price determined as set forth on Appendix
A, in funds immediately available. A11 expenses in connection with
delivery to the Issuer shall be borne by the Bank.
(3) If the Issuer shall fail to pay to the Bank on any Purchase
Date (as hereinafter defined in Appendix A hereto) the price set.
forth on Appendix A for the Treasury Bonds to be delivered by the
Bank on that Delivery Date, and such failure shall continue for 5
days:
•
(a) The Bank shall have t:~e right to resell all or part of
the Treasury Bonds so purchased or held by the Bank pursuant to this
Agreement and listed in Appendix A which have not theretofore been
delivered to the Issuer to any other purchaser, and the Issuer shall
pay to the Bank on demand damages in an amount equal to: (i) the'
difference between the price set forth on Appendix A and the price
which the Bank shall receive on resale; and (ii) incidental costs and
expenses (including legal fees) incurred by the Bank in connection
with the resale and the making of such a demand on the Issuer; and
(b) The Bank shall have the right to terminate this
Agreement by giving notice to the Issuer.
{g) If the Bank shall fail to tender to the Issuer on any
Purchase Date the full amount of Treasury Bonds required to be de-
livered by the Bank, and such failure shall continue for ~ days:
(a) The Issuer shall have the right to purchase from any
seller the same principal amount of Treasury Bonds ("Substitute
Bongs"). The Bank shall pay to the Issuer on demand damages in an
amount equal to: (i) the difference between the price which the
Issuer shall have paid to purchase the Substitute Bonds; and (ii)
incidental costs and expenses (including legal fees) incurred by the
Issuer in connection with the purchase of the Substitute Bonds and
the making of such a demand on the Bark; and
(b) The Issuer shall have tze right tQ continue or termi-
nate this Agreement by giving notice to the Bank.
(S) If (a) any representation or warranty of the Issuer con-
tained in this Agreement shall prove to have been incorrect, false or
misleading in any material respect as of the date on which made; or
(b) the Issuer shall file a petition in bankruptcy, or shall be
adjudicated a bankrupt or insolvent, or shall file a petition seeking
any reorganization, arrangement, composition, adjustment, liquida-
tion, dissolution or similar relief under any present or future
statute, Iaw or regulation, or shall file an answer admitting or not
contesting the material allegations of a petition filed against it in
any such proceeding, or shall seek or consent to or acquiesce in the
appointment of any trustee, receiver or liquidator for itself or of
any part thereof or of any substantial part of any of its properties
or assets; then, and in such event, the Bank shall have no obligation
thereafter to sell Treasury Bonds to the Issuer and this Agreement
may be terminated on notice from the Bank to the Issuer and the Bank
shall be entitled to receive damages from the Issuer calculated in
the manner provided in paragraph (3) hereof.
(6) No failure or delay on the part of the Sank or the Issuer
in exercising any right or remedy hereunder shall operate as waiver
thereof; nor shall any single or partial exercise of any such right
or remedy preclude any other or further exercise thereof or the
.exercise of any other right or remedy. The rights and remedies of
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•
the 3anK or the Issuer hereunder are cumulative and are not exclusive
of any rights or remedies provided by law or in any other contract
between the Issuer and the Bank. None of the terms or provisions of
this Agreement may be waived, modified or amended except in a writing
duly signed by the Bank and the Issuer.
(7) This Agreement shall be binding upon the Issuer and the
Ban; and upon their successors, transferees and assigns.
(8) The Issuer represents and warrants to the Bank that this
Agreement constitutes a valid and legally binding agreement for the
Issuer to purchase the Treasury Bonds on the terms stated herein; and
that the execution and delivery of this Agreement and the performance
of the obligations of the Issuer under this Agreement are not and
will not violate any provisions of the Constitution, laws or regula-
tions of the State of Florida, are not and will not be in conflict
with any provisions of the czarter or any ordinance or resolution of
the Issuer and do not and will not cause- any default by the Issuer
under any other agreement to which the Issuer is a party. The Issuer
further represents and warrants that it is duly organized and is in
good standing and that it will use its best efforts to cause to be
done any and all actions necessary for the complete and timely
performance of this Agreement.
{9) The Bank represents and warrants tc the Issuer that this
Agreement constitutes a valid and binding Agreement of the Bank and
that neither the execution and delivery of this Agreement nor the
performance of the obligations of the Bank under this Agreement will
violate any Federal or State Iaw or any order, decree, license,
permits, or the like which is applicable to the Bank or will cause
any default by the Bank under any other agreement to which the Bank
is a party.
(10) The Bank consents to be named in the Official Statement re-
lating to the Bonds as a party to this Agreement. The Issuer hereby
acknowledges that the Bank has assumed no responsibility for, and
shall not be held responsible for, the validity of the Bonds or for
the adequacy, accuracy or completeness of any statement made in such
Official Statement.
(11) All notices pursuant to this Agreement shall be in writing
.and shall be sufficient if delivered or mailed by First Class P~Iail,
postage prepaid to the attention of the persons listed below and to
the party intended as the recipient thereof at the address of such
party set forth below, or at such other address or to the attention of
such other person as such party shall have designated for such purpose
in a written notice complying as to delivery with the terms of this
paragraph..
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The Bank: Jacksonville National Bank
51 tdest Forsyth S~reet
Jacksonville, Florida 32202
Attention: James A. Irwin
The. Issuer: The Village of '~equesta, Florida
Village Flall
Tequesta, Florida
Attention: Robert Harp,
Village Manage=
(12) Nothing expressed or implied Herein is intended or shall be
construed to confer upon any person, ai=m or corporation other than
the parties hereto any right, remedy or claim by reason of this
Agreement or any term hereof, and all terms contained herein shall be
for the sole and exclusive benefit of to parties hereto or their
successors and their assigns.
(13) This Agreement shall be governed by and construed in
accordance with the laws of the State o= rr^lorida.
(14) This Agreement may be executed in one or more counterparts
and when each party hereto has executed at least one counterpart,
this Agreement shall become binding oa all partied and such counter-
parts shall be deemed to be one and the same document.
(15) If one or more provisions of phis Agree~.ent or the applica-
tion of any such provisions to any sew of circumstances shall be
determined to be invalid or ineffective for any reason, such deter-
mination shall not affect the validity1 and enforceability of the
remaining provisions or the application of the same provisions or any
of the remaining provisions to other circumstances..
(16) Notwithstanding any other pro-rision herein, if the Issuer
shall not issue, deliver and receive pa~.~ment for the Bonds on or
about August 1, 1978, this Agreement shall terminate without penalty
to either party, including such penalties provided in section 3
hereof, and the Bank shall retain as its fee $10.00 as provided in
section 1 hereof.
(17) The Issuer's obligations under this Agr°ement, and any
liability incurred by the Issuer with respect to any breach of any of
such obligations, shall not constitute a general indebtedness of the
Issuer within the meaning of any constitutional, statutory or charter
prouisons or limitations, nor shall the Bank have the right to re-
quire or compel the exercise of the ad valorem taxing power of the
Issuer for the payment due hereunder. The Issuer shall be obligated
-4-
to make payments hereunder solely from the
Term Bonds Account in the Bond Amortization
Fund established by the Ordinance.
•
funds on hand in the 2007
Fund in the Sinking
{13) The Bank shall not be required to own any of the Treasury
Bonds at the time of execution of this agreement or at any time prior
to the Purchase Dates, but the Bank s:~all own, or cause others to
deliver, Treasury Bonds on the Purchase Dates and in sufficient
amounts tc perform fully its obligatio::s under this Agreement. Prior
to the Purchase Dates with respect to the principal amounts of the
Treasury Bonds not yet purchased by tae Issuer, the Treasury Bonds
shall, even if purchased by the Bank, be the sole property of the
Bank.
THE VILLAGE OF TEQUESTA, FLORIDA
(SEAL)
ATTEST:
(SEAL)
By
JACKSOV~lLLE NATIONAL BANK,
JACKSOi~IILLE, FLORIDA
ATTEST: By
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APPE\'DIX A
VILLAGE OF TEOL'ESTA, FLORIDA
PRINCIPAL P?~fOL~'T OF FEDERAL OBLIGATIONS TO BE PURCF.ASED
Extended Total
Purchase Principal Dollar Dollzr Accrued Trustee Purchase
Date Amount Price Price Interest Fee Price
9/29(18 $ 565,000 93.22 $ 526,693.00 $ 5,268.08 $ 300.00 $ 532,261.08
3/30/79 25,000 93.22 23,305.00 226.43 300.00 23,831.43
10/01/79 25,000 93.22 23,305.00 243.46 300.00 23,848.46
4/01180 25,000 93.22 23,305.00 240.90 300.00 23,845.90
10/01/80 25,000 93.22 23,305.00 243.46 300.00 23,848.46
4/01/81 30,000 93.22 27,966.00 284.36 300.00 28,550.36
10/01/81 30,000 93.22 27,966.00 292.15 300.00 28,558.15
4/01/82 30,000 93.22 .27,966.00 284.36 300.00 28,5.50.36
10/Ui/82 30,000 93.22 27,966.00 292.15 300.00 28,558.15
4/01/83 35,000 93.22 32,627.00 305.65 300.00 33,232.65
9/30/83 30,000 93.22 27,966.00 285.94 300.00 28,551.94
3/30/84 35,000 93.22 32,627.00 322.60 300.00 33,249.60
10/01/84 40,000 93.22 37,288.00 389.54 300.00 37,977.54
4/01/85 35,000 93.22 32,627.00 331.75 300.00 33,258.75
10/01/85 40,000 93.22 37;288.00 389.54 300.00 37,977.54
4/01/86 40,000 93.22 37,288.00 379.14 300.00 37,957.14
10/01/86 45,000 93.22 41,949.00 438.23 300.00 42,687.23
4/01/87 45,000 93.22 41,949.00 426.54 300.00 42,675.54
10101/87 45,000 93.22 41,949.00 438.23 300.00 42,687.23
4/01%88 50,000 93.22 46,010.00 481.80 300.00 47,391.80
9130/88 50,000 93.22 46,610.00 476.56 300.00 47,386.56
3/31%89 50,000 93.22 46,610.00 463.40 300.00 47,373.40
9129/89 55,000 93.22 51,271.00 512.82 300.00 52,083.82
3/30/90 60,.000 93.22 55,932.00 543.44 300.00 56,775.44
10/01/90 55,000 93.22 51,271.00 535.61 300.00 52,106.61
4/01/91 65,000 93.22 60,593.00 616.11 300.00 61,509.11
10/01,%91 60,000 93.22 55;932..00 584.31 300.00 56,816.31
4/01/92 70,000 93.22 65,254.00 674.52 300.00 66,228.52
10/01/92 70,000 93.22 "65,254.00 681.69 _
300.00 66,235.b9
4/01/93 70,000 93.22 65,254.00 663.50 300.00 66,217.50
10/01/93 75,030 93.22 b9,915.00 730.38 300.00 70,945.38
TOTAL $1,905,000 $1,775,841.00 $18,046.65 $9,300.00 $1,803,187.65
•
VILLAGE OF TEQ~~~~A
Tequesta, Floria
August 1, 1975
Jacksonville National Bank
Jacksonville, Florida
Re: Treasury Bond Purchase Agreement dated August 1,
1978 ("Bond Purchase Agreement") between the
undersigned and Jackson~~_lle Pational Bank
("Bank"), and other matt~Ys relating to $3,915,000
Water Refunding Revenue ponds, Series 1978
and $4,370,000 Special O~ligation Bonds, Series
1978A (the "Bonds").
Gentlemen:
The Village of Tequesta ha.s, on this dat=, entered into the Bond
Purchase Agreement pursuant to which Bay{ will acquire Treasury
Bonds for the account of the Village o= Tequesta, Florida (the
"City"). Bank will hold the Treasury Bcns purchased by it in
accordance with the Bond Purchase Agree~:ent, or otherwise appropriately
designate itself as trustee of such Treasury Bonds, to be held by
Bank, in trust, in accordance with the terms and conditions set
forth herein for the benefit of the ur_e=signed and the $1,905,000
Term Bonds payable from the 200? Term 3c-~ds Account (the "Term
Bonds") .
The capitalized terms not otherwise de=i:~ed in this letter shall have
the meanings ascribed to tizem in the Bor_ Purchase Agreement and
Escrow Deposit Agreement, both between wank and the City dated as
of the date hereof.
With respect to the Treasury Bonds: (1) you are instructed to
maintain for the account of the undersic~ed a 2007 Term Bonds
Account for the payment of the Term Bonds and hold and maintain all.
Treasury Bonds purchased by you for the account of the City, in or
for the benefit of that account for pay:~nt of the Term Bonds; (2)
you are further instructed to collect all interest accruing with
respect to the Treasury Bonds, to retain such interest in the 2007
Term Bonds Account until the Amortization Installment for October 1,
19.93 has been accumulated therein, and tzereafter to remit such
interest upon receipt directly to the City for deposit in the
Sinking Fund created under the Ordinance =Hereinafter discussed; (3)
the provisions of the Escrow Deposit Agreement are expressly adopted
as a part. hereof; (4) you shall have ro mower or duty to sell,
transfer or otherwise dispose of or ma e substitutions for the
Treasury Bonds held by you in trust her~.:nder; and (5) your fiduciary
• •
Jacksonville :3ational Bank
August 1, 1978
Page Ttao
obligations hereunder shall become ef~ective immediately and shall
terminate upon the payment of the Term Bonds in accordance with
the terms and provisions of the Bond P~rczase Agreement and the
Ordinance authorizing the Bonds as sucplemented and amended (the
"Ordinance"), copies of which have been delivered to you.
In addition to the foregoing duties aad obligations you nave also
agreed to be designated and are hereb_, appointed as secured party
of record for the benefit of the holders of the Bonds for the sole
purpose of perfecting their security interest in the Net Revenues
and other collateral described on the copy of the financing state-
ment which is attached hereto. Your du~ies and obligations as such
secured party of record shall be limited to your serving in that
capacity as a nominee of record for t::^.e purposes of perfecting the
security interest of the holders of the Bonds, to provide information
concerning the security interest and to continue the effective filing
of the financing statement by appropriae continuation statments
as may be required by law until you have been notified of the payment
in full of the Bonds.
In the performance of your duties hereu.-der you shall be required to
take and perform only those actions as are specifically provided
to be taken or performed by the express provisions hereof and you
shall have no implied actions or duties hereunderr
The Village Clerk of the undersigned was joined in the execution
hereof for the purposes of appointing y.~ou to assist in him carrying
out his fiduciary obligations under the Ordinance.
Please. sign this letter in the space provided below to evidence
your acceptance bf the trusts and obligations hereunder.
Sincerely yours,
(SEAL)
ATTEST:
VILLAGE Oz TEQUESTA, FLORIDA
By:
Mayor
Village Clerk
Jacksonville National Bank
August 1, 1978
Page Three
AGEEED TO AND ACCEPTED:
JACKSO:~~%-LLE ~~ATIONAL BANK
(SEAL)
ATTEST:
BV:
By:
~ ~
_~:.~~!~
se.,rro~e •anse uec-t STATE OF FLCRIDQ
UNIFORM COMMERCIAL. CODE -FINANCING STATEMENT -FORM UCC - 1
~?y `or:*s csea for fiirn; with the Cftite of Secretary of State Cursuant to the Uniform Commer= a: C•:e must be a;proveC Dy Secretary of State, State of Flarioa
INSTRUCTIONS: _
1. P~E.aE TY?E rh;s Form. Fold only along perforarron for mailing.
Z. Remove Secured ?arty and Debtor copies and aend other 3 copres wnh ;nterleaved ccr,n ^._per to the filing oiiicer. Enclose filing fee of f5~.00
~• if the spcte orovraed For eny ilemisl on the icrm is inaaeauore +.•e item;sl shoui:.e c;nrinued en eddiriancl sheet;, prefercbly 5" , g•' or a^^
such Gddthan of sheets reed be ore senfed fo the :~l:n ~~• D^.iy one CJC: 7'
'~aY Fe on env 9 orfrcer w:+c me liar ri•re ..,.es or the iina nc:rG sl a+emenr. Loa ,cheduies of ~~
sr,e pepermmrs canven:enrfer the seared party. Inaicare the m,,mber - 9 collctcr ai Indentures, e+_
' x:•r:onal sneers crccne~. Enclose hrrry tee ai 21.oJ far ca-n e.j, •:oa of shee•
1. .! CpII61lral :s Crops of goads wh;C f1 are or Ore f0 DeCOme fl acute s, give the le';al 'e aCf'ph an of rite real lSiCte arld name of rlWrO awnlr or rBCOfd le SSe9.
p• ~~en a cwy ai the security agreement rs used as a financing sra*ement, it is re__es•ea not it be accempan;ed 6y o campiered out unsigned set ei nese
farms. ..n cac:honal tee or 53.00 iz re aurred.
ti. Pieose s.qn Ynis form wits a ball paint pen. ~ignaru res mus! be iegib~e on oiphabenca a ~uaental copies.
__---_ ,f filing warn C:erg of Circuit Court consuir i:,haprer 2d, r. $„ or loom clerk for proper ~ea. sc.ar.ou .•.e+a ..irsviwe eo, rr.e - turn r
THIS FINANCING STATEMENT is Presented to a filing officer for filin - - -- ~ - _ `_ - ~ -- - ~ _ - - _ _ - - - - ~ ( ~ - - - ~ -~ -- - - - - ' -~- -
q Pur~uont to the Uniforr ~_on•nercial Code: 13. Molurif
t. i+ebtor•st !Last Nome First; and oddressi. ssy Y dote .;if anv•:
~ 2. Secured Party~cesl and adar•ss~asi + For flrinq Ott:ur •7ar•, T;ery, Nvmo•., ono FJIng Gigc•.
Village of Tequesta Jacksonville National Bank '
Villaae Ha11 51 ~~1est Forsyt^ Street
Tequesta, Florida (Jacksonville, Iorida 32202!`
-~ :: n nnanerng statement coven the following types for ;temsi of property:
See Exhibit "A" attached.
S. Assignw•,s; of Secured Party and Address. asl
a• ' ~' scc~'ea w•*vi U. rose sgnawe(s! oppeon oeb~, cares tsar me stomas rea~.red or Chaser 101. Florwo S._ _•n
_c ~ o.. a wo...,ss«y .~ervmenrs secur..•a hereb and ~ N ' ant. nave o.ri+
Y• be obced on any oaaaconot and nm,iar nstrument +*.~ na. ae w sxvr•o.
CF
Th;s statement is fi)ed without the debtor's signature to perfecto security interest in colloterol, Check ®if so)
Already subject to a security interest in another jurisdiction when it was brought into rtie state.
which is proceeds of the original collateral described above in which o securir interest
Y was perfected:
~~ •~-~•R,: Y rroceeds of Collateral an also covered, v products of Collateral are o'
so covered. No. of oddirional Sheets pretested:
Filed with: Department of State
Village of Tegruesta Jacksonville National Bank
- ey:
SignaNn;s) of Debtonsi ~ BY`
S;gnoturs(s) of Second Party(;es)
• STANDARD FORM -FORM UCC-1
J _ ~ -•• • ... ~ ~ -_ ~ • ~ • • ~ •-~ ~. aPPfOVed by Secretary of State, Stare of Florida
• •
Exhibit A to financing Sta~e~ent between
the Village of Tequesta, Flori~a, as Debtor, and
Jacksonville National Bank, as secured Party.
A. The Net Revenues, as defined in Ordiance T1o. 260 of Debtor
adopted May 9, 1978, as supplemer_~e (the "Ordinance")
relating to water Refunding Rever.~~ 3onds, Series 1978,
all in the manner provided in the 0-:finance.
B. All funds and interest received fro, investments of funds
established by the Ordinance, sped=ical7y including all
funds to be deposited in the Sinki^c Fund, Bond Amortization
Fund, Reserve Account, and 2007 Ter- Bonds Account.
RESOLUTION N0. 13-77/78
A RESOLUTION PROVIDING FOR THE REDEi~1PTION OF
CERTAIN OF ^1 HE OUTSTAYIDING WATER REVEidUE
CERTIFICATES, DATED JULY 1, 1967, OF THE
VILLAGE OF TEQUESTA, FLORIDA, ON CERTAIPJ
REDEMPTION DATES OF THE RESPECTIVE CERTIFI-
CATES.
BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF
TEQUESTA, FLORIDA:
SECTI0~1 1. It is hereby found, ascertained and determined
that.
A. The Village has heretofore issued t~7ater Revenue
Certificates, dated July 1, 1967 (hereinafter called the "Refunded
Bonds"), to finance the cost of the construction and acquisition of
additions, extensions and improvements to the existing 6Jater System
of the Village.
B. Certain of the Refunded Bonds are required to be
redeemed prior to their maturity, in inverse numerical order, at
par and accrued interest plus premiums equal to a per centage of
the par value thereof, on January 1 of each year, in accordance caith
the following schedule:
Redemption
Premium
January 1 of Principal Certificate (as a percentage
Year Amount Nos. (inclusive) of par value
1984 $23,000 1363-1385 3 1/4%
1985 23,000 1340-1362 3%
1986 23,000 1317-1339 2 3/4%
1937 23,000 1294-1316 2 1/20
1988 23,000 1271-1293 2 1/4%
1989 23,000 1248-1270 2%
1990 23,000 1225-1247 1 3/4%
1991 23,000 1202-1224 l 1/2%
1992 23,000 1179-1201 1 1/4%
1993 23,000 1156-1178 1%
1994 23,000 1133-1155 3/4 of la
1995 23,000 1110-1132 1/2 of 1%
1996 23,000 1087-1109 1/4 of 1%
C. The City has by ordinances adopted on P~Iay 9, 1978, as
supplemented. (herein called "Bond Resolutions"), authorized the
issuance of not exceeding $5,000,000 Water Refunding Revenue Bonds,
Series 1978 (herein called the "1978 Bonds") and not exceeding
$5,000,000 Special Obligation Bonds, Series 1978A (herein called the
"1978A Bonds"), for the purpose of refunding all of the Refunded
r
• •
Bonds and certain other issues of ourstanding bonds of the Village.
D. The Village has by such ~3ond Resolut~_ons determined
that all of the Refunded Bonds may be advantageously refunded with
benefit to the Village in saving of interest during the remaininc;
term of such Refunded Bonds by the issuance and sale of the 1978
Bonds and the 1978A Bands in the manner and subiect to the terms
and conditions of. the Bond Resolutions.
E. Section 2.01 of Ordinance No. 138 (hereinafter called
"1967 Ordinance") authorizing the issuance of the Refunded Bonds
(therein called the "Certificates") provides for notice of prior
redemption of the Refunded Bonds and such section reads in part as
follows:
"A notice of the prior redemption of any of said Certifi-
cater shall be published at least once at least thirty (30) days
prior Lo the date of redemption in a financial newspaper or journal
published in the City of New York, New York. Interest shall cease
upon ary of said Certificates duly called for prior redemption on
the redemption date if the Village has duly made provision for the
payment of the redemption price thereof."
SECTION 2. The Refunded Bonds nu.*nbered as set forth in
the Schedule appearing in Section 1B hereof
called for redemption prior to maturity, at
plus the respective redemption premiums, on
set forth in Section 1, Paragraph B hereof.
this resolution shall be referred to as the
the respective bonds.
are hereby irrevocably
par and accrued interest,
the respective dates
Such payment dates in
"redemption dates" of
SECTION 3. The Notices of Redemption of the Refunded
Bonds being redeemed prior to maturity shall be published not less
than thirty (30) days and not more than forty-five (45) days prior
to each respective redemption date listed in Section 1, Paragraph
B hereof and shall be in substantially the following form:
-2-
a •
SECTIOIJ ~. The Lscrow holder under the Escrow Deposit
Agreement for the Refunded Bonds and the Special Obligation Bonds
is hereby irrevocably instructed and directed not more than forty-
five (45) days nor less than thirty (30) days prior to each such
redemption date for the respective Refunded Bonds as set forth in
Section 1, Paragraph B hereof:
A. To call for redemption the Refunded Bonds by publishing
at least once on any business day of the wee}: in the name of the
Village a Notice of Redemption in the aforesaid form in a financial
newspaper or journal printed in the English language and published
in the City of Neca York, New York.
B. To file each Notice of Redemption with the paying agent,
referred to in said Plotice, and to mail a copy of such Notice of
Redemption, postage prepaid, to all registered owners of the Refunded
Bonds to be redeemed on the respective redemption dates, at their
last addresses as they appear on the registry books maintained for
such purposes, not less than thirty (30) days prior to the redemption
of their respective bonds.
SECTION 5. The paying agent of the Refunded Bonds is
hereby authorized and directed to pay all Refunded Bond coupons as
they mature and become due to and including their respective redemption
dates and the principal of the Refunded Bonds on their respective
redemption dates, upon the surrender thereof (with all unmatured
coupons attached), and thereafter to deliver to the Village ali
Refunded Bonds so paid for disposition.
SECTION 6. This resolution shall take effect immeidately
upon its adoption.
THE FOREGOING RESOLUTION was offered by Councilmember
Mapes
was seconded by Councilmember
who moved its adoption. The Resolution
Ryan and upon being
put to a vote, the vote was as follows:
~,_
• •
FOR ADOPTION
~.. / ~ - -
AGAINST ADOPTION
(~ TY~ Mayor thereupon declared the Resolution duly passed
and adopted this 25th day of July A.D. , 1978
ATTEST:
C.C'i~-Q-.__
Vill ~ e Clerk
MAYOR OF TEQUESTA
~r~
'~ ,.; i
oward F. Brown
-5-