HomeMy WebLinkAboutOrdinance_260_05/08/1978l
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ORDINANCE N0.
260
AN ORDINANCE AUTHORIZING THE REFUNDING OF PRE-
SENTLY OUTSTANDING REVENUE OBLIGATIONS OF THE
VILLAGE OF TEQUESTA, FLORIDA; PROVIDING FOR
THE ISSUANCE OF NOT EXCEEDING $5,000,000 WATER
REFUNDING REVENUE BONDS, SERIES 1978 OF THE
VILLAGE OF TEQUESTA TO BE APPLIED TO REFUND
THE PRINCIPAL, INTEREST AND REDEMPTION PREMIUMS,
MANDATORY OR OTHERWISE, IF ANY, IN RESPECT TO
SUCH PRESENTLY OUTSTANDING~OBLIGATIONS; PRO-
VIDING FOR THE PAYMENT OF THE REFUNDING BONDS
FROM THE NET REVENUES OF THE WATER SYSTEP~ AND
CERTAIN INVESTMENT INCOME; AND MAKING CERTAIN
COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH.
BE IT ORDAINED BY THE VILLAGE COUNCIL OF THE VILLAGE OF
TEQUESTA, FLORIDA:
SECTION 1. AUTHORITY FOR THIS ORDINANCE. This ordinance
(hereinafter called "Instrument") is enacted pursuant to 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 for alr~ purposes
of this Instrument have the meanings herein specified. 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.
8. "Act" shall mean Chapter 166, Part II, Florida
Statutes, and other applicable provisions of law.
C. "1978 Bonds" shall mean the Water Refunding Revenue
Bonds, Series 1978 herein authorized to be issued, together with any
additional parity obligations hereinafter issued under the terms,
conditions and limitations contained herein.
D. "Additional Parity Obligations" shall mean additional
obligations issued in compliance with the terms, conditions and
limitations contained herein and which shall have an equal lien an
the revenues as herein defined, and rank equally in all respects
with the 1978 Bonds initially issued hereunder.
F. "Holder of 1978 Bonds" or "1978 Bondholders" or any
similar term shall mean any person who shall be the bearer or owner
of any outstanding 1978 Bonds registered to bearer. or not registered,
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or the registered owner of any such 1978 Bonds which shall at the
time be registered other than to bearer.
G. "System" shall mean the complete water system now
owned, operated and maintained by the Issuer, together with any and
all improvements, extensions and additions thereto hereafter constructed
or acquired.
H. "Gross Revenues" or "Revenues" shall mean all income
or earnings, including income from investments deposited into the
Revenue Fund, derived by the Issuer from the operation of the
System.
I. "Cost of Operation and Maintenance" of the System
shall mean the current expenses, paid or accrued, of operation,
maintenance and repair of the System, as calculated in accordance
with sound accounting practice, but shall not include any reserve
for renewals and replacements, extraordinary repairs or any allowance
for depreciation.
J. "Net Revenues" of the System shall mean the revenues
or gross revenues, as defined in Subsection H above, after deduction
of the Cost of Operation and Maintenance, as defined in Subsection
I above.
K. "Consulting Engineer" shall mean such qualified and
recognized independent consulting engineer, having favorable
repute or skill and experience, with respect to the acts and duties
to be provided to the Issuer, as employed or retained by the Issuer
to perform the acts and carry out the duties herein provided.
L. "Fiscal Year" shall mean the period commencing on
October 1 of each year and ending on the succeeding September 30.
M. "Refunded Bonds" means the outstanding Water Revenue
Certificates, dated July 1, 1967 and Water Revenue Certificates,
Series 1976A, dated July 1, 1976, of the Village.
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N. "Escrow Deposit Agreement" means that certain F,scrow
Deposit Agreement by and between the Issuer and a bank or trust
company to be selected and named by the Issuer prior to the delivery
of the 1978 Bonds, which agreement shall be in substantially the
form attached hereto as Exhibit A and incorporated herein by reference.
O. "1978A Bonds" shall mean the Special Obligation
Bonds, Series 1978A authorized to be issued pursuant to separate
instrument of the Issuer of even date herewith, and to be issued
simultaneously with the 1978 Bonds.
P. "Amortization Installment" with respect to any Term
Bonds of a series, shall mean an amount so designated which is
established for the Term Bonds of such series, provided that (i)
each such installment. shall be deemed to be due on such interest or
principal maturity date of each applicable year as is fixed by
subsequent resolution of the Issuer and shall be a multiple of
$5,000, and (ii) the aggregate of such installments for such series
shall equal the aggregate principal amount of Term. Bonds of such
series authenticated and delivered on original issuance.
Q. "Bond Service Requirement" for any Bond Year, as
applied to the 1978 Bonds of any series, shall. mean the sum of:
(1) The amount required to pay the interest becoming due
on the 1978 Bonds of such series during such Bond Year, except to
the extent that such interest shall have been provided by payments
into the Sinking Fund out of bond proceeds for a specified period
of time.
(2) The amount required to pay the principal of Serial
Bonds of such series maturing in such Bond Year.
(3) The Amortization Installment for the Term Bonds of
such series for such Bond Year. In computing the Bond Service
Requirement for any Bond Year for 1978 Bonds of any series, the
Issuer shall assume that an amount of the Term Bonds of such series
equal to the Amortization Installment for the Term Bonds of such
series for such Bond Year will be retired by purchase or redemption
in such Bond Year or.that payment of such amount of Term Bonds at
maturity will be fully provided for in such Band Year. When determining
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the amount of principal of and interest on the 1977 Bonds which
mature in any year, for purposes of this Instrument or the issuance
of any Additional Parity Obligations, the stated maturity date of
Term Bonds shall be disregarded, and the Amortization. Installment,
if any, applicable to Term Bonds in such year shall be deemed to
mature in such year. If the resolution mentioned in the second
paragraph of Section 15 B(2) hereof shall require that moneys in a
special account in the Bond Amortization Fund be used to purchase
investments, then the income received or to be received on such
investments from the date of acquisition thereof to the date of
maturity thereof, shall be taken into consideration in calculating
the payments which will be required to be made into the Sinking
Fund and Bond Amortization Fund.
R. "Maximum Bond Service Requirement" shall mean, as of
any particular date of calculation, the greatest amount of aggregate
Bond Service Requirements for the then current or any future Bond
Year.
S. "Serial Bonds" shall mean the Bonds of a Series
which shall be stated to mature in annual installments.
T. "Term Bonds" shall mean the Bonds of a series all of
which shall be stated to mature on one date and which shall be
subject to retirement by operation of the Bond Amortization Fund.
U. "Bond Year" shall mean the annual period ending on a
principal maturity date.
V. "Federal Securities" shall mean direct obligations
of the United States of America and obligations the principal of
and interest on which are fully guaranteed by the United States of
America, none of which permit redemption prior to maturity at the
option of the obligor.
SECTION 3. FINDINGS.
It is hereby ascertained, determined
and declared that:
A. The Issuer now owns, operates and maintains the
System and derives Revenues from rates, fees, rentals and other
charges made and collected for the services of the System.
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B. The Issuer has previously issued the Refunded Bonds,
of which the sum of $4,011,000 principal amount is outstanding and
unpaid as of April 1, 1978.
C. The Issuer deems it necessary and in its best interest
to provide for the refunding of the Refunded Bonds. The refunding
program herein described will be advantageous to the. Issuer, by
(1) effecting an overall reduction in net interest cost applicable
to bonded indebtedness issued to finance the System, (2) making
the Issuer's annual debt service payments more equal throughout
the life of the outstanding indebtedness, and (3) liberalizing the
conditions pursuant to which deposits to renewal and replacement
funds are required to be made.
D. The estimated cost of such refunding as above described
is the sum of not exceeding $10,000,000. Such cost shall be paid
from the proceeds derived from the sale of the 1978 Bonds and the
1978A Bonds, to be issued simultaneously, together with certain
other funds available to the Issuer.
(1) An amount sufficient to effect the refunding will
be deposited in an irrevocable escrow account established ,for the
holders of the Refunded Bonds, and invested in certain direct obliga-
tions of, or obligations guaranteed as to principal and interest by,
the United States of America (the "Federal Securities"). The
principal amounts of such Federal Securities will be sufficient to
make timely payments of all presently outstanding principal, interest
and redemption premiums, if any, in respect to the Refunded Bonds.
The interest earnings from such Federal Securities will be sufficient
to make timely payments of all principal and interest on the 1978A
Bonds and all costs associated with the acquisition and subsequent
management of such Federal Securities.
(2) Such costs shall be deemed in the case of the refunding,.
to include legal expenses, fiscal expenses, expenses for estimates
of costs and of revenues, administrative expenses, accrued interest,
provisions for reserve, and such other expenses as may be necessary
or incidental for the financing authorized by this Instrument.
E. The Issuer derives revenues from the operation of the
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System, which revenues are not pledged or encumbered in any manner
except for the payment of the principal and interest on the Refunded
Bonds, which pledge and encumbrance shall be defeased pursuant to
the refunding herein authorized.
F. The principal of and interest on the 1978 Bonds and
all required sinking fund, reserve and other payments shall be
payable solely from the Net Revenues derived from the operation of
the System as herein provided. The Issuer shall never be required
to levy ad valorem taxes on any real property therein to pay the
principal of and interest on the 1978 Bonds, herein authorized, or
to make any other payments provided for herein. The 1978 Bonds
shall not constitute a lien upon any properties owned by or located
within the boundaries of the Issuer.
G. The estimated Net Revenues to be derived from the
operation of the System will be sufficient to pay all principal of
and interest on the 1978 Bonds to be issued hereunder, as the same
become due, and to make all required sinking fund, reserve or other
payments required by this Instrument.
SECTION 4. AUTHORIZATION OF REFUNDING OF REFUNDED BONDS.
There is hereby authorized the refunding of the Refunded Bands in
accordance with applicable law and the provisions of this Instrument.
SECTION 5. THIS INSTRU~+IENT TO CONSTITUTE CONTRACT. In.
consideration of the acceptance of the 1978 Bonds authorized to be
issued hereunder by those who shall hold the same. from time to time,
this Instrument 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 the 1978 Bonds and the coupons attached thereto, all of which shall
be of equal rank and without preference, priority or distinction of
any of the 1978 Bonds or coupons over any other thereof, except as
expressly provided therein and herein.
SECTION 6. AUTHORIZATIONd OF OBLIGATIONS. Subject and
pursuant to the provisions hereof, obligations of the Issuer to be
known as "Water Refunding Revenue Bonds, Series 1978", herein defined
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as the "1978 Bonds", are authorized to be issued in the aggregate
principal amount of not exceeding Five Million Dollars ($5,000,000).
SECTION 7. DESCRIPTION OF OBLIGATIONS. The 1978 Bonds
shall be dated as of a date to be fixed by subsequent resolution
of the Issuer, but not later than the date of issuance; shall be
numbered consecutively, from one upward; shall be in the denomination
of $5,000 each or integral multiples thereof; shall bear interest
at such rate or rates not exceeding the legal rate, such interest
to be payable semiannually on such dates as are fixed by resolution
of the Issuer to be adopted prior to the delivery of the 1978 Bonds;
and shall mature serially in numerical order, lowest numbers first,
on such dates and in such years, not exceeding 30 years from the
date thereof, and such amounts as are fixed by resolution of the
Issuer to be adopted prior to the delivery of the 1978 Bonds.
Such 1978 Bonds shall be issued in coupon form; shall be
payable with respect to both principal and interest at a bank or
banks to be subsequently determined by the Issuer prior to the
delivery of the 1978 Bonds; shall be payable in lawful money of the
United States of America; and shall bear interest from such date,
but not earlier than the date of the 1978 Bonds, as is fixed by
subsequent resolution of the Issuer, payable in accordance with and
upon surrender of the appurtenant interest coupons as they severally
mature.
SECTION 8. EXECUTION OF 1978 BONDS AND COUPONS. The
1978 Bonds shall be executed in the name of the Issuer by its Mayor
and attested and countersigned by its Village Clerk, and its corporate
seal or a facsimile thereof shall be affixed thereto or reproduced
thereon. The facsimile signatures of the Mayor and Village Clerk
may be imprinted or reproduced on the 1978 Bonds, 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
1978 Bonds shall cease to be such officer before the delivery of
such 1978 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 1978 Bonds may be signed and
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sealed on behalf of the Issuer by such person who at the actual time
of the execution of such 1978 Bonds shall hold the proper office
with the Issuer, although at the date of adoption of this Instrument
such person may not have held such office or may not have been so
authorized.
The coupons attached to the 1978 Bonds shall be authenticated
with the facsimile 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 1978
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
they may have ceased to be such officers at the time such 1978 Bonds
shall be actually delivered.
SECTION 9. NEGOTIABILITY AND REGISTRATION. The 1978
Bonds 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. successive holder, in
accepting any of the 1978 Bonds or the coupons appertaining thereto,
shall be conclusively deemed to have agreed that such 1978 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 1978 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 duly appointed, such registration to be noted on
the back of said 1978 Bonds in the space provided therefor. After
such registration as to principal only, or both principal and
interest, no transfer of the 1978 Bonds shall be valid unless made
at said office by the registered owner, or by his duly authorized
agent or representative and similarly noted on the 1978 Bonds, but.
the 1978 Bonds may be discharged from registration by being in like
manner transferred to bearer and thereupon transferability by delivery
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shall be restored. At the option of the holder, the 1978 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 negotiability of the coupons which shall continue to pass
by delivery.
SECTION 10. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In
case any 1978 Bond shall become mutilated, or be destroyed, stolen
or lost, the Issuer may in its discretion issue and deliver a new
1978 Bond with all unmatured coupons attached of Like tenor as the
T978 Bonds and attached coupons, if any, so mutilated, destroyed,
stolen or lost, in exchange and substitution for such mutilated 1978
Bond upon surrender and cancellation of such mutilated 1978 Bond and
attached coupons, if any, or in lieu of and substitution for the
1978 Bond 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 regulations and conditions as the Issuer may prescribe and
paying such expenses as the Issuer may incur. All. 1978 Bonds and
coupons so surrendered shall be cancelled by the Issuer. If any of
the 1978 Bonds or coupons shall have matured or be about to mature,
instead of issuing a substitute 1978 Bond or coupon, the Issuer may
pay the same, upon being indemnified as aforesaid, and if such 1978
Bond or coupon be lost, stolen or destroyed, without surrender
thereof.
Any such duplicate. 1978 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 1978 Bonds or coupons be at any time found by
anyone, and such duplicate 1978 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 1978 Bonds and coupons
issued hereunder.
SECTION 11. •PROVISIONS FOR REDEMPTION. The 1978 Bonds
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shall be redeemable, by operation of the Bond Amortization Fund or
at the option of the Issuer, as provided by subsequent resolution
of the Issuer adopted prior to the delivery of the 1978 Bonds.
Notice of such redemption (i) shall be published at least
thirty (30) days prior to the redemption date in a financial 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 herein-
before provided for. Interest shall cease to accrue on any 1978 Bond
duly called for prior redemption on the redemption date, if payment
thereof has been duly provided.
SECTION 12. FORM OF BONDS AND COUPONS. The text of the
1978 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 resolution adopted prior to the issuance thereof:
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No.
$5,000
UNITED STATES OF AMERICA
STATE OF FLORIDA
VILLAGE OF TEQUESTA
WATER REFUNDING REVENUE BOND, SERIES 1978
KNOW ALL MEN BY THESE PRESENTS, that the Village of Tequesta
Florida (hereinafter called "Village"), for value received, hereby
promises to pay to the bearer hereof or, if this Bond be registered,
to the registered holder, as herein provided, on the 1st day of
__, from the revenues hereinafter mentioned the
principal sum of
FIVE THOUSAND DOLLARS
with interest thereon from
at the rate of
.per centum per annum ( ~), payable on
and semi-annually thereafter on
1
and 1 of 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 the
or at
the option of the holder, at
(Insert redemption provisions)
Notice of such redemption shall be given in the manner
required by the ordinance hereinafter mentioned.
This Bond is one of an authorized issue of bonds in the
aggregate principal amount of not exceeding $5,000,000 of like
date, tenor and effect, except as to number, maturity (unless all
bonds mature on the same date) and interest rate, issued to finance
a part of the cost of refunding the outstanding Water. Revenue
Certificates, dated July 1, 1967 and Water Revenue Certificates, Series
1976A, dated Jul 1 1976 0
y ~ the Village, pursuant to 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 an
ordinance duly enacted by the Village on
r 1973,
as supplemented (hereinafter collectively called "Ordinance
") , and
is subject to all the terms and conditions of such Ordinance.
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This Bond and the coupons appertaining thereto are payable
solely from and secured by a prior lien upon and pledge of the net
revenues derived by the Village from the operation of its water system
(the "System") 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 indebtedness evidenced thereby
shall not constitute a lien upon the System, or any part thereof,
or on any other property of or in the Village, but shall constitute a
lien only on the net revenues derived from the operation of the
System, in the manner provided in the Ordinance.
In and by the Ordinance, the Village has covenanted and
agreed with the holders of the Bonds of this issue that it will
fix, establish, revise from time to time whenever necessary, maintain
and collect always, such fees, rates, rentals and other charges for
the use of the product, services and facilities of the System which
will always provide revenues in each year sufficient to pay, and
out of such funds pay, 100s of all costs of operation and maintenance
of the System in such year and all reserve and other payments
provided for in such Ordinance and 1250 of the bond service require-
ments due in such year on the Bonds of this issue, and on all other
obligations payable on a parity therewith, and that such rates,
fees, rentals and other charges shall not be reduced so as to be
insufficient to provide adequate revenues for such purposes. 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
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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
laws and Constitution of the State of Florida applicable thereto,
and that the issuance of the Bonds of this issue does not violate
any constitutional or statutory limitations or provisions.
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
principal and interest in accordance with the provisions endorsed
hereon.
IN WITNESS WHEREOF, the Village of Tequesta, F=,~rida,
has issued this Bond and has caused the same to be executed by the
manual or facsimile. signature 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 COUPON
No. ~ $
Unless the Bond to which this coupon is attached is callable
and shall have been previously duly called for prior redemption acid
payment thereof duly made or provided for, an the _ -day of
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the Village of Tequesta, Florida will pay to
the bearer at
holder, at
or, at the option of the
solely 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 Water Refunding Revenue Bond, Series 1978, dated
No.
{SEAL)
ATTESTED AND COUNTERSIGNED:
Village Clerk
VILLAGE OF TEQUESTA, FLORIDA
Mayor
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
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
rincipal 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
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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 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.
Date of In Whose Name Manner of Signature of
Registration Registered Registration Registrar
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SECTION 13. APPLICATION OF BOND PROCEEDS. The proceeds,
including accrued interest and premium, if any, received from the
sale of any or all of the 1978 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
Sinking Fund herein created and shall be used only for the purpose
of paying interest becoming due on the 1978 Bonds.
B. Unless provided from other funds of the Issuer on
the date of issuance of the 1978 Bonds, a sum equal to the Maximum
Bond. Service Requirement on the 1978 Bonds for one (1) year shall
be deposited in the Reserve Account, herein created and established,
and shall be used only for the purposes provided therefor.
C. Unless paid or reimbursed by the original purchasers
of the 1978 Bonds, the Issuer-shall pay all costs and expenses in
connection with the preparation, issuance and sale of the 1978
Bonds.
D. A sum specified in the Escrow Deposit Agreement
which (1) together with the net proceeds of the sale of the 1978A
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 principal of and interest and redemption
premiums, mandatory or otherwise, if any, on the Refunded Bonds as
the same shall become due and which sum (2) together with the net
proceeds of the sale of the 1978A Bonds and the other funds, if any,
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, shall be
deposited into the Principal and Income Accounts established under
the. Escrow Deposit Agreement.
Such funds shall be kept separate and apart from all
other funds of the Issuer and the moneys on deposit therein shall
be withdrawn used and applied by the Issuer solely for the purposes
set forth herein and in the Escrow Deposit Agreement. All such
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proceeds shall be and constitute trust funds for such purposes and
there is hereby created a lien in favor of the holders of the 1978
Bonds upon such money until so applied.
Simultaneously with the delivery of the 1978 Bonds to the
purchaser thereof, the Issuer shall enter into the Escrow Deposit
Agreement in substantially the form attached hereto 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 alI of
the payments described in clauses (1) and (2) of Section 13D of
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.
SECTION 14. SPECIAL OBLIGATIONS OF ISSUER. Neither the
1978 Bonds nor coupons shall
or indebtedness of the Issue
Constitution of Florida, but
secured by a lien upon and a
provided.
The payment of the
be or constitute general obligations
r as "bonds" within the meaning of the
shall be payable solely from and
pledge of the Net Revenues as herein
principal of and interest on the 1978
Bonds shall be secured forthwith equally and ratably by an irrevocable
lien on the Net Revenues, as defined herein, derived from the
operation of the System prior and superior to all other liens or
encumbrances on such Net Revenues, and the Issuer does hereby
irrevocably pledge such Net Revenues from the System to the payment
of the principal of and interest on the 1978 Bonds, for the reserves
therefor and for all other required payments.
SECTION 15. COVENANTS OF THE ISSUER. For as long as any
of the principal of and interest on any of the 1978 Bonds shall be
outstanding and unpaid or until there shall have been set apart in
the Sinking Fund, herein established, including the Reserve Account
therein, and in the Bond Amortization Fund, herein established, a
sum sufficient to pay when due the entire principal of the 1978
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•
Bonds remaining unpaid, together with interest accrued and to
accrue thereon, the Issuer covenants with the holders of any and
all 1978 Bonds as follows:
A. REVENUE FUND. The entire Gross Revenues, except the
income from investments (hereinafter provided for), derived from
the operation of the System shall upon receipt thereof be deposited
in the "Village of Tequesta Water Revenue Fund" (hereinafter called
the "Revenue Fund"), hereby created and established. Such Revenue
Fund, shall constitute a trust fund for the purposes herein provided,
and shall be kept separate and distinct from all other funds of the
Issuer and used only for the purposes and in the manner herein
provided.
B. DISPOSITION OF REVENUES. All Revenues at any time
remaining on deposit in the Revenue Fund shall be disposed of on or
before the fifteenth day of each month, commencing in the month
immediately following the delivery of the 1978 Bonds only in the
following manner and in the following-order of priority:
(1) Revenues shall first be used to deposit in the "Village
of Tequesta Water System Operation and Maintenance Fund" (hereinafter
called the "Operation and Maintenance Fund"), which is hereby
established, such sums as are necessary for the Cost of Operation
and Maintenance, as hereinabove defined, for the next ensuing month.
(2) From the moneys remaining in the Revenue Fund, the
Issuer shall next deposit into a separate fund, which is hereby
created and designated "Village of Tequesta Water Refunding
Revenue Bonds Sinking Fund" (hereinafter called "Sinking Fund"),
such sums as will be sufficient to pay (a) one-sixth (1/6) of all
interest becoming due on the 1978 Bonds on the next semiannual
interest payment date; (b) commencing in the first month which is
either six (6) months or twelve (12) months prior to the first
maturity date of any 1978 Serial Bonds, one sixth (1/6) or one-
twelfth (1/12) of the amount of 1978 Serial Bonds which will become
due and payable on the next principal maturity date and (c) one-
twelfth (1/12) of the•Amortization Installment required to be made
on the next annual payment date or one-sixth (1/6) of the Amortiza-
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•
tion Installment required to be made on the next semiannual payment
date into a "Bond Amortization Fund", which is hereby created and
established in said Sinking Fund. Such payments shall be credited
to a separate special account for each series of Term Bands out-
standing, and i.f there shall be more than one stated maturity for
Term Bonds of a series, then into a separate special account in the
Bond Amortization Fund for each such separate maturity of Term
Bonds. The funds and investments in each such separate account
shall be pledged solely to the payment of principal of the Term
Bonds of the series or maturity within a series for which it is
established and shall not be available for payment, purchase or
redemption of Term Bonds of any other series or within a series,
or for transfer to the Sinking Fund to make up any deficiencies
in required payments therein. The Amortization Installments may
be due either annually or semiannually, but in any event, the
required payments as set forth above shall be made monthly commencing
in the first month which is six (6) months or twelve (12) months,
as the case may be, prior to the date on which the Amortization
Installment is required to be made pursuant to (c) above.
Upon the sale of any series of 1978 Term Bonds, the Issuer
shall, by resolution, establish the amounts and maturities of such
Amortization Installments for each series, and if there shall be
more than one maturity of Term Bonds within a series, the Amortiza-
tion installments for the Term Bonds of each maturity. In the event
the moneys deposited for retirement of a maturity of Term Bonds
are required to be invested, in the manner provided below, then the
Amortization Installments may be stated in terms of either. the
principal amount of the investments to be purchased on, or the
cumulative amounts of the principal amount of investments required
to have been purchased by, the payment date of such Amortization
Installment.
l~soneys on deposit in each of the separate special accounts
in the Bond Amortization Fund shall be used for the open market
purchase or the redemption of Term Bonds of the series or maturity.
of Term Bonds within a series for which such separate special account
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i t •
is established or may remain in said separate special account and
be invested until the stated date of maturity of the Term Bands.
The resolution establishing the Amortization Installments for any
series or maturity of Term Bonds may limit the use of moneys to any
one or more of the uses set forth in the preceding sentence.
(3) Moneys remaining in the Revenue Fund shall next be
applied by the Issuer to maintain in a Reserve Account in the
Sinking Fund, which Reserve Account is hereby created and estab-
lished, a sum equal to the Maximum Bond Service Requirement on the
1978 Bonds which sum shall initially be deposited therein from the
proceeds of sale of the 1978 Bonds and other funds of the Issuer.
Any withdrawals from the. Reserve Account shall be subse-
quently restored from the first moneys available in the Revenue
Fund after all required current payments for the Operation and
Maintenance Fund, Sinking Fund and Bond Amortization Fund (includ-
ing all deficiencies in prior payments to those Funds) have been
made in full.
Moneys in the Reserve Account shall be used only far the
purpose of the payment of maturing principal of or interest on the
1978 Bonds, or maturing Amortization Installments, if any, when the
other moneys in the Sinking Fund and Bond Amortization Fund are
insufficient therefor, and for no other purpose.
(4) Upon the issuance of any Additional Parity Obligations
under the terms, limitations and conditions as are herein provided,
the payments into the several accounts in the Sinking Fund and, if
Term Bonds are issued, into the Bond Amortization Fund, shall be
increased in such amounts as shall be necessary to make the payments
for the principal of, interest on and reserves for such Additional
Parity Obligations and, if Term Bonds are issued, the Amortization
Installments, on the same basis as hereinabove provided with respect
to the 1978 Bonds initially issued under this Instrument.
The Issuer shall not be required to make any further pay-
ments into the Sinking Fund, Bond Amortization Fund or into the
Reserve Account in the~Sinking Fund when the aggregate amount of
money in both the Bond Amortization Fund and the Sinking Fund (and
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...:a:. ~ . ...__~.~-_
•
the Reserve Account therein) are at least equal to the total Bond
Service Requirement of the 1978 Bords then outstanding, plus the
amount of redemption premium, mandatory or otherwise, if any, then
due and thereafter to become due on such 1978 Bonds then outstanding
by operation of the Bond Amortization Fund.
(5) The Issuer shall next apply and deposit the moneys
in the Revenue Fund into a special account to be known as the "Village
of Tequesta Water System Renewal and Replacement Fund" (hereinafter
called the "Renewal and Replacement Fund"), which fund is hereby
created and established. The Issuer shall deposit into said Renewal
and Replacement Fund an amount equal to one-twelfth (1/12) of the
estimated annual cost of extensions, additions to, enlargements and
replacement of capital assets of the System and emergency repairs
thereto, for the current Fiscal Year, such cost to be established
by recommendation of the Consulting Engineer. The moneys in the
Renewal and Replacement Fund shall be used only for the purpose of
paying the cost of extensions, enlargements or additions to, or the
replacement of capital assets of the System and emergency repairs
thereto. Such moneys on deposit in such Fund shall also be used to
supplement the Reserve Account if necessary, in order to prevent a
default in the payment of the principal of, interest on, or Amortization
Installments with respect to, the 1978 Bonds. The moneys on deposit
in such fund shall he withdrawn only upon the authorization of the
governing body of the Issuer.
(6) The balance of any moneys remaining in the Revenue
Fund after the above required payments have been made may be used by
the Issuer for any lawful purpose.
(7) The Operation and Maintenance Fund, the Sinking Fund,
the Bond Amortization Fund, the Reserve Account, the Renewal and
Replacement, Fund, the Revenue Fund, and any other special funds
herein established and created shall constitute trust funds for the
purposes provided herein for such funds. All such funds shall be
continuously secured in the same manner as municipal deposits are
authorized to be secured by the laws of the State of Florida.
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• •
Moneys on deposit in the Revenue Fund, the Sinking Fund
(except the Reserve Account therein) the Bond Amortization Fund
may be invested and reinvested in the manner provided by law provided
such investments either mature or are redeemable at not less than
par at the option of the Issuer not later than the dates on which
the moneys on deposit therein will be needed for the purpose of
such fund. The moneys in the Renewal and Replacement Fund may be
invested and reinvested in the manner provided by law, provided
such investments mature not later than one year from their date yr
such earlier date as the funds may be needed. The moneys in the
Reserve Account may be invested and reinvested in the manner pro-
vided by law, provided such investments mature within fifteen (15)
years after the date of such investment. All income on such investments
shall be deposited into the Revenue Fund, except however that
investment income earned in the Bond Amortization Fund may be retained
therein or be deposited into the Sinking Fund and used to pay
maturing principal and interest on the 1978 Bonds.
C.' OPERATION AND MAINTENANCE. The Issuer will maintain
the System and all parts thereof in good condition and will operate
the same in an efficient and economical manner making such expenditures
for equipment and for renewals, repairs and replacements as may be
proper for the economical operation and maintenance thereof.
The Issuer shall annually prepare and adopt at least
fifteen (15) days prior to the beginning of each of its Fiscal
Years, a detailed budget of the estimated expenditures for opera-
tion and maintenance of the System during such next succeeding
Fiscal Year. No expenditure for the operation and maintenance of
the System shall be made in any Fiscal Year in excess of the amount
provided therefor in such budget without a finding and recommenda-
tion by the duly authorized officer in charge thereof, or shall be
made until the governing body of the Issuer shall have approved
such finding and recommendation. No such increased expenditures in
excess of ten per centum (l00) of the amount provided therefor in
such budget shall in any event be made except upon the further
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•
certification of the Consulting Engineer that such increased
expenditures are necessary and essential to the continuance in
operation of the System, The Issuer shall mail copies of such
annual budgets and all ordinances and resolutions authorizing
increased expenditures for operation and maintenance to any holder
or holders of 1978 Bonds who shall file his address with the Issuer
and request in writing that copies of all such budgets and ordinances
and resolutions be furnished him and shall make available such
budgets and all ordinances and resolutions authorizing increased
expenditures for operation and maintenance of the System at all
reasonable times to any. holder or holders of 1978 Bonds or to
anyone acting for and on behalf of such holder or holders.
D. RATE ORDINANCE. The Issuer will enact a rate ordinance,
and the Issuer covenants to fix, establish, revise from time to
time whenever necessary, maintain and collect always such fees,
rates, rentals and other charges for the use of the product, services
and facilities of the System which will always provide revenues in
each year sufficient to pay, and out of such funds pay, 1000 of all
Costs of Operation and Maintenance of the System in such year and
all reserve or other payments herein required and 125% of the Bond
Service Requirement in such year on the outstanding 1978 Bonds and
on all outstanding Additional Parity Obligations. Such rates,
fees, rentals or other charges shall not be reduced so as to be
insufficient to provide Revenues for such purposes.
The Issuer further covenants and agrees that the Issuer
will annually within thirty (30) days after adoption of the budget
described in the preceding Subsection C revise such fees, rates,
rentals and other charges for the use of the product, services and
facilities of the System to the extent necessary for the estimated
Gross Revenues to be derived from the operation of the System
during the next succeeding Fiscal Year to increase over the amount
of actual Gross Revenues from the operation of the System for the
next preceding Fiscal Year by the amount that the estimated expen-
ditures for operation and maintenance of the System during such
-23-
..
next succeeding Fiscal Year shall exceed the actual expenditures
for operation and maintenance of the System during such next preceding
Fiscal Year.
E. BOOKS AND RECORDS. The Issuer shall also keep books
and records of the Net Revenuers of the System which shall be kept
separate and apart from all other books, records and accounts of the
Issuer, and the holders of not less than ten per centum (10~) of the
1978 Bonds shall have the right at all reasonable times to inspect
all records, accounts and data of the Issuer relating thereto.
F. ANrdUAL AUDIT. The Issuer shall also, at least once
a year, within 120 days after the close of its Fiscal Year, cause
the books, records and accounts relating to the System to be properly
audited by a recognized independent firm of certified public
accountants and shall make generally available the report of such
audits to any holder or holders of 1978 Bonds. Such audits shall
contain a complete report of operation of the System including, but
not limited to, a comparison with the current municipal budget and
with the operation of previous years, the balance sheet a schedule
of insurance in existence, a schedule of the application of all
Revenues of the System, a schedule of reserves and investments, a
schedule showing the number of customers connected with the System
at the end of the Fiscal Year, and a certificate by the auditors
stating no default on the part of the Issuer of any covenant herein
has been disclosed by reason of the audit. The auditors selected
shall be changed at any time by a written request signed by a
majority of the holders of the 1978 Bonds or their duly authorized
representatives. A copy of such annual audit shall regularly be
furnished to any holder of any 1978 Bonds who shall have requested
in writing that a copy of such reports be furnished him.
G. NO MORTGAGE OR SALE OF THE SYSTEM. The Issuer will
not sell, lease, mortgage, pledge or otherwise encumber the System,
or any substantial part thereof, or any revenues to be derived
therefrom, except as herein provided.
The foregoing provision notwithstanding, the Issuer shall
have and hereby reserves the right to sell, lease or otherwise
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' ~ •
dispose of any of the property comprising a part of the System which
the Issuer shall hereafter determine, in the manner provided herein,
to be no longer necessary, useful or profitable in the operation of
the System. Prior to any such sale, lease or other disposition of
said property, if the amount to be received therefor is not in excess
of $50,000, the Mayor of the Issuer or other duly authorized officer
in charge thereof shall make a finding in writing determining that
such property comprising a part of the System is no longer necessary,
useful or profitable in the operation thereof.
If the amount to be received from such sale, lease or
other disposition of said property shall be in excess of $50,000
but not in excess of $100,000 such Mayor or other officer shall
first make a finding in writing determining that such property
comprising a part of the System is no longer necessary, useful or
profitable in the operation thereof, and the governing body of the
Issuer shall, by resolution duly adopted, approve and concur in the
finding of such Mayor or other officer, and authorize such sale,
lease or other disposition of said property.
If the amount to be received from such sale, lease or
other disposition of said property shall be in excess of $100,000
but not in excess of 10~ of the value of fixed assets of the System
according to the most recent annual audit report, such Mayor
or other officer shall first make a finding in writing determining
that such property comprising a part of the System is no longer
necessary, useful or profitable in the operation thereof, and the
Consulting Engineer shall make a finding that it is in the best
interest of the System that such property be disposed of, and the
governing body of the Issuer shall by resolution, duly adopted,
approve and concur in the findings of such Mayor or other officer
and of the Consulting Engineer, and shall authorize such sale, lease
or other disposition of said property.
No sale or other disposition of said property for a sum
in excess of 10% of the value of the fixed assets of the facilities
according to the most ,recent annual audit and operating report shall
be made unless the Mayor and the Consulting Engineer shall make in
-25-
• •
writing the finding hereinabove referred to, and they shall further
find that the estimated Net Revenues to be derived by the Issuer
from the System in the five Fiscal Years immediately succeeding the
sale or other disposition of such property will be not less than the
amount required pursuant to Subsection D of this Section, and the
governing body of the Issuer shall by resolution duly adopted,
approve and concur in the finding of the Mayor and the Consulting
Engineer, and shall authorize such sale or other disposition of said
property.
Anything in this subparagraph I to the contrary not-
withstanding, nothing herein shall restrict the governing body of
the Issuer or, to the extent such authority ha.s been vested in him
by such governing body, the Mayor in the exercise of his discretion,
from authorizing the sale or other disposition of any of the property
comprising a part of the System, if the Consulting Engineer shall
certify that the Revenues of_the System will not be materially
adversely affected by reason of such sale or disposition.
The proceeds derived from any such sale or other disposition of
property shall be placed in the Renewal and Replacement Fund or
used for the retirement of outstanding 1978 Bonds, in such pro-
portions to be determined by the governing body of the Issuer upon
the recommendations of the Mayor. The payment of such proceeds
into the Renewal .and Replacement Fund shall not reduce the amounts
required to be paid into such Fund by other provisions herein.
H. INSURANCE. For so long as any of the 1978 Bonds are
outstanding, the Issuer will carry adequate fire and windstorm
insurance on all buildings and structures of the works and properties
of the System which are subject to loss through fire or windstorm,
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' ~ ~
and will otherwise carry insurance of all kinds and in the amounts
normally carried in the operation of similar facilities and properties
in Florida except public liability insurance for which the Issuer
may be a self-insurer in accordance with the laws of the State of
Florida. Any such insurance shall be carried for the benefit of
the holders of the 1978 Bonds. All moneys received for losses
under any of such insurance, except public liability, are hereby
pledged by the Issuer as security for the 1978 Bonds, until and
unless such proceeds are used to remedy the loss or damage for
which such proceeds are received, either by repairing the property
damaged or replacing the property destroyed as soon as practicable.
I. NO FREE SERVICE. The Issuer will not render or
cause to be rendered any free services of any nature by its System,
nor will any preferential rates be established for users of the
same class. Whenever the Issuer, including its departments, agencies
and instrumentalities, shall avail itself of the product, facilities
or services provided by the System, or any part thereof, the same
rates, fees or charges applicable to other customers receiving like
services under similar circumstances shall be charged to the Issuer
and any such department, agency or instrumentality. Such charges
shall be paid as they accrue, and the Issuer shall transfer from
its general funds to the Revenue Fund sufficient sums to pay such
charges. The revenues so received shall be deemed to be Revenues
derived from the operation of the System, and shall be deposited
and accounted for in the same manner as other Revenues derived from
such operation of the System.
J. MANDATORY CUT OFF. Upon failure of any user to pay
for services rendered by the System within sixty (60) days, the
Issuer shall shut off the connection of such user and shall not
furnish him or permit him to receive from the System further
service until all obligations owed by him to the Issuer on account
of services shall have been paid in full. This covenant shall not,
however, prevent the Issuer from causing the System connection to
be shut off sooner.
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• •
K. ENFORCEMENT OF COLLECTIONS. The Issuer will diligently
enforce and collect the rates, fees and other charges for the ser-
vices and facilities of the System herein pledged; will take all
steps, actions and proceedings for the enforcement and collection of
such rates, charges and fees as shall become delinquent to the full
extent permitted or authorized by law; and will maintain accurate
records with respect thereof. All such fees, rates, charges and
revenues herein pledged shall, as collected, be held in trust to be
applied as herein provided and not otherwise.
L. REMEDIES. Any holder of 1978 Bonds or any coupons
appertaining thereto, issued under the provision hereof or any
trustee acting for the holders of such 1978 Bands, may either at
law or in equity, by suit, action, mandamus or other proceedings in
any court of competent jurisdiction, protect and enforce any and
all rights, including the right to the appointment of a receiver,
existing under the laws of the State of Florida, or granted and
contained herein, and may enforce and compel the performance of all
duties required herein 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 the 1978 Bonds any lien on any real property of the
Issuer.
M. CONSULTING ENGINEER. The Consulting Engineer shall
provide the Issuer with competent counsel affecting the economical
and efficient operation of the System and in connection with the
making of capital improvements and renewals and replacements to the
System. The Issuer shall biannually cause to be prepared by the
Consulting Engineer a report or survey of the System, with respect
to the management of the properties thereof, the sufficiency of the
rates and charges for services, the proper maintenance of the
properties of the System, and the necessity for capital improvements
and recommendations therefor. Such a report or survey shall also
show any failure of the Issuer to perform or comply with the covenants
herein contained.
If any such report or survey of the Consulting Engineer
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-, • i
shall set forth that the provisions hereof or any reasonable recom-
mendations of such Consulting Engineer have not been complied with,
the Issuer shall immediately take such reasonable steps as are
necessary to comply with such requirements and recommendations.
Copies of each report or survey shall be placed on file with the
Village Clerk of the Issuer and shall be open to the inspection of
any holder of 1978 Bonds or other interested parties.
N. NO COMPETING SYSTEM. To the full extent permitted by
law, the Issuer will not grant, or cause, consent to, or allow the
granting of, any franchise or permit to any person, firm, corporation
or body, or agency or instrumentality whatsoever, for the furnishing
of water services to or within the boundaries of the Issuer..
O. ISSUANCE OF OTHER OBLIGATIONS. The Issuer will not
issue any other obligations payable from the Revenues of the System,
nor voluntarily create or cause to be created any debt, lien, pledge,
assignment, encumbrance or other charge having priority to or being
on a parity with the lien of the 1978 Bonds issued pursuant to this
Instrument and the interest thereon, upon said Revenues except under
the conditions and in the manner provided herein. Any obligations
issued by the Issuer other than the 1978 Bonds herein authorized and
Additional Parity Obligations provided for in Subsection P below,
payable from such Revenues, shall contain an express statement that
such obligations are junior and subordinate in all respects to the
1978 Bonds herein authorized, as to lien on and source and security
for payment from such Revenues.
P. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS. No
Additional Parity Obligations, payable on a parity from the Net
Revenues of the System with the 1978 Bonds shall be issued after
the issuance of any 1978 Bonds, except for the construction and
acquisition of additions, extensions and improvements to the System,
and except upon the following conditions and in the manner herein
provided:
(1) 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
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and records of the Issuer relating to the collection and receipt of
Revenues derived from the operation of the System pledged for the
1978 Bonds have been examined by him; (b) setting forth the amount
of Net Revenues, as defined herein, of the System received by the
Issuer for either the Fiscal Year or any twelve (12) of the fifteen
(15) complete calendar months immediately preceding the date of
sale of such Additional Parity Obligations with respect to which
such statement is made; (c) stating that such Net Revenues of the
System for such preceding Fiscal Year or twelve (12) month period
will equal at least 1.25 times the Maximum Bond Service Requirement
on (i) all 1978 Bonds and all Additional Parity Obligations, if
any, then outstanding and (ii) the Additional Parity Obligations
with respect to which such statement is made.
(2) If desirable, the Net Revenues for such preceding
twelve (12) months may be adjusted by the Engineer as follows: {a)
to reflect for such period changes made in the rates, fees, rentals
or other charges from the operation of the System during such
period; (b) to reflect any change in such. Net Revenues caused by
any new projects of the System having been placed into use and
operation subsequent to the date of commencement of such period and
prior to the date of such statement provided for in paragraph (1)
above; and (c) to include 1008 of the Net Revenues to be derived
from the operation of the project to be acquired or constructed out
of the proceeds of such Additional Parity Obligations for the twelve
month period following the completion thereof.
(3) Each ordinance authorizing the issuance of Additional
Parity Obligations will recite that all of the covenants herein con-
tained will be applicable to such Additional Parity Obligations.
(4) The Issuer shall not be in default in performing any
of the covenants and obligations assumed hereunder, and all payments
herein required to have been made into the accounts and funds, as
provided hereunder, shall have been made to the full extent required.
SECTION 16. SALE OF 1978 BONDS. The 1978 Bonds shall be
issued and sold at public or private sale at one time and at such
price or prices consistent with the provisions of the Act and the
requirements of this Instrument as the Issuer shall 'hereafter
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determine by resolution. The 1978 Bonds shall be sold and delivered
only if the 1978A Bonds are sold and delivered at the same time, so
as to effect the complete refunding program described in Section 3
of this Instrument.
SECTION 17. MODIFICATION OR AMENDMENT. No material
modification or amendment of this Instrument 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 1978 Bonds then outstanding, provided,
however, that no modification or amendment shall permit a change in
the maturity of such 1978 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 pay the principal.
of and interest on the 1978 Bonds as the same shall come due from.
the Net Revenues of the System or reduce the percentage of the
holders of the 1978 Bonds required to consent to any material
modification or amendment hereof without the consent in writing of
the holder or holders of all such 1978 Bonds; provided, however that
no such modification or amendment shall allow or permit any acceleration
of the payment of principal of or interest on the 1978 Bonds upon
any default in the payment thereof whether or not the holders of the
Bonds consent thereto.
SECTION 18. 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 1978 Bonds, then, and in that event, the pledge of and lien on
the Net Revenues in favor of the holders of the 1978 Bonds shall be
no longer in effect. For purposes of the preceding sentence,
deposit of Federal Securities or bank certificates of deposit fully
secured as to principal and interest by Federal Securities (or
deposit of any other securities or investments which may be authorized
by law from time to time and sufficient under such law to effect
such a defeasance) in irrevocable trust with a banking institution
or trust company, for the sole benefit of the 1978 Bondholders, ii:
respect to which such Federal Securities or certificates of deposit,
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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 1978 Bonds, shall
be considered "provision for payment". Nothing herein shall be
deemed to require the Issuer to call any of the outstanding 1978
Bonds for redemption prior to maturity pursuant to any applicable
optional redemption provisions, or to impair the discretion of the
Issuer in determining whether to exercise any such option for early
redemption.
SECTION 19. PUBLICATION OF NOTICE OF REFUNDING. Within
thirty (30) days after the delivery of the 1978 Bonds and the 1978A
Bonds, the Issuer shall cause to be published one time in a newspaper
in general circulation in the Village of Tequesta, Florida, and
a financial journal in general circulation in the Borough of Manhattan,
City and State of New York, a notice of the advance refu~~ding of
the Refunded Bonds.
SECTION 20. ARBITRAGE. No use will be made of the
proceeds of the 1978 Bonds which, if reasonably expected on the
date of issuance. of the 1978 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 1978 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 thereunder.
SECTION 21. SEVERABILITY. If any one or more of the
covenants, agreements or provisions of this Instrument should be
held contrary to any express provision of law or contrary to the
policy of express law, though not expressly prohibited, or against
public policy, or shal]_ for any reason whatsoever be held invalid,
then such covenants, agreements or provisions shall be null and
void and shall be deemed separate from the remaining covenants,
agreements or provisions of this Instrument or of the 1978 Bands
or coupons issued thereunder.
SECTION 22. VALIDATION AUTHORIZED. The Village Attorney is
hereby authorized and directed to institute appropriate proceedings
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•
in the Circuit Court of the Fifteenth Circuit of Florida, in and
for Palm Beach County, Florida, for the validation of such 1978 Bonds,
and the proper officers of the Issuer are hereby authorized to
verify on behalf of the Issuer any pleadings in such proceedings.
SECTION 23. REPEAL OF INCONSISTENT INSTRUMENTS. All
ordinances and resolutions or parts thereof in conflict herewith
are hereby repealed to the extent of such conflict.
Upon the issuance of the 1978 Bonds herein authorized, the
$1,040,000 authorized but unissued principal amount of the Water
Revenue Certificates, Series 1976, shall stand cancelled and rescinded
without further action of the Issuer.
SECTION 24. EFFECTIVE DATE. This Instrument shall become
effective immediately upon its passage pursuant to law.
THE FOREGOING ORDINANCE was offered by Councilmember Mapes ,
who moved its adoption. The Ordinance was seconded by Councilmember Cook
and upon being put to a vote, the vote on iaas as_follows:
FOR ADOPTION
W. Harvey Mapes, Jr.
Leslie A. Cook
Howard F. Brown
AGAINST ADOPTION
The Mayor thereupon declared the Ordinance duly passed and adopted
this 9th day of May A.D., 1978.
ATTr,~7i
/; /f f,~
(~ ,~ / -
Villa~,e Clerk
MAYOR TEQUESTA
~ :~ ~ / ~~'
Howard F. Brown
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EXHIBIT A
ESCROW DEPOSIT AGREEMENT
THIS ESCROW DEPOSIT AGREEMENT, dated as of
1978, by and between the VILLAGE OF TEQUESTA, FLORIDA (the "Issuer"),
and
a banking corporation organized under the laws of the
as Escrow Holder (the "Escrow Holder");
W I T N E S S E T H
WHEREAS, the Issuer has previously authorized and issued
obligations of the issues as hereinafter set forth defined as the
"Refunded Bonds," as to which the current Total Debt Service (as
hereinafter defined) is set forth on Schedule A; and
WHEREAS, the Issuer has determined to provide for payment
of the current Total Debt Service of the Refunded Bonds by depositing
with the .Escrow Holder cash at least equal to such sum; and
WHEREAS, in order to obtain the funds needed for such
purpose, the Issuer has authorized and is, concurrently with the
delivery of this Agreement, issuing certain Revenue Bonds and Special
Bonds more fully described herein; and
WHEREAS, the Issuer has determined that the Escrow De-
posit Income, as defined herein, to be earned pursuant to this
Agreement will be sufficient to pay the Total Debt Service of the
Special Bonds;
Now Therefore, in consideration of the mutual covenants
and agreements herein contained, the Issuer and the Escrow Holder
agree as follows:
Section 1. Definitions. As used herein, the following
terms mean:
(a) "Agreement" means this Escrow Deposit Agreement.
(b) "Issuer" means the Village of Tequesta, Florida.
(c) "Escrow Holder" means
(d) "Refunded Bonds" means the outstandinQ~~
Certificates, dated July I, 1967, and Water Revenuo~Z~rti~°~ °,. ~~
Series 1976A, dated July 1, 1976, of the Village... ~'~- ."•=,
Fy: .,
4„~ ' . ~.
•
(e) "Special Bonds" means the Special Obligation Bonds,
Series 1978A of the Issuer, authorized by the 1978A Instrument.
(f) "Revenue Bonds" means the Water Refunding Revenue
Bonds, Series 1978 of the Issuer authorized by the 1978 Instrument.
(g) "1978A Instrument" means the resolution adopted by
the governing body of the Issuer on
as
amended and supplemented from time to time, authorizing issuance of
the Special Bonds.
(h) "1978 Instrument "means the resolution adopted by
the governing body of the Issuer on
as
amended and supplemented from time to time, authorizing issuance of
the Revenue Bonds.
(i) "Principal Account" means the account established and
held by the Escrow Holder pursuant to this Agreement, in which cash
and investments will be held for payment of 'the Refunded Bonds.
(j) "Income Account" means the account established and
held by the Escrow Holder pursuant to this Agreement, in which Escrow
Deposit Income, as herein defined, will be held for payment of the
Special Bonds and the Expenses.
(k) "Escrow Deposit Income" means all interest and other
income derived from the investment of funds under and pursuant to
this Agreement and, after provision for payment of the Total Debt
Service on the Refunded Bonds, any excess cash and principal of
Federal Securities held in the Principal Account.
(1) "Expenses" means the expenses set forth on Schedule C
attached hereto and hereby made a part hereof.
(m) "Annual Debt Service" means in any year: (1) as to
the Refunded Bonds, the principal of and interest on the Refunded
Bonds coming due in such year, and the principal of and redemption
premiums with respect to the Refunded Bonds, mandatory or otherwise,
if any, called for redemption in such year as shown on Schedule A
attached hereto and hereby made a part hereof, and (2) as to the
Special Bonds, the principal of and interest on the Special Bonds
coming due in such year, as shown on Schedule B.
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(n) "Total Debt Service" means, as of any date, the sum
of the Annual Debt Service then remaining unpaid with respect to
the Refunded Bonds or the Special Bonds, as appropriate.
(o) "Escrow Requirement" means, as of any date of calcu-
lation, the sum of (1) an amount in cash and principal amount of
Federal Securities in the Principal Account sufficient to pay the
Total Debt Service on the Refunded Bonds; and (2) an amount in
cash in the Income Account which, together with all interest due
on the Federal Securities, will be sufficient to pay the Total Debt
Service on the Special Bonds and to pay when due all Expenses then
unpaid.
(p) "Federal Securities" means direct. obligations of
the United States of America and obligations the principal of and
interest on which are fully guaranteed by the United States of
America, none of which permit redemption prior to maturity at the
option of the obligor.
(q) "Call Date" means
the date on
which a portion of the then outstanding Refunded Bonds will be
called for redemption prior to maturity.
(r) "Redemption Resolution" means a resolution adopted
by the governing body of the Issuer which provides for redemption
of certain issues or portions thereof, of the Refunded Bonds on
their certain Call Dates, irrevocably instructs the Escrow Holder
to give notice of such redemption, and directs the paying agents of
such issues of the Refunded Bonds to pay the Refunded Bonds and the
interest thereon upon surrender thereof at maturity or their Call
Dates, whichever is earlier, including, in the case of payment on a
Call Date, the surrender of all unmatured coupons appertaining
thereto.
Section 2. Deposit of Funds. The Issuer hereby deposits
S
with the Escrow Holder in immediately available
funds, to be held in irrevocable escrow by the Escrow Holder and
applied solely as provided in this Agreement. The Issuer represents
that:
(a) Such funds are derived as follows:
(1) $_ from the net proceeds of the
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Special Bonds; and
(2) $ from the net proceeds of the Revenue
Bonds; and
(b) Such funds are at least equal to the Escrow Require-
ment as of the date of such deposit.
Section 3. Use and Investment of Funds. The Escrow Holder
acknowledges receipt of the sum described in Section 2, and agrees
(a) to hold the funds in irrevocable escrow during the
term of this Agreement,
(b) to immediately invest $ of such funds
by the purchase of the Federal Securities set forth on Schedule D
attached hereto,
(c) to deposit the sum of $ in cash in the
Income Account,
(d) to pay to the Underwriter the sum of $
representing costs and expenses allocable to establishment and
maintenance of the Escrow as shown on Schedule C attached,
(e) to deposit, as received, all receipts of maturing
principal of and Federal Securities in the Principal Account and
all receipts of interest and other income in the Income Account.
(f) to transfer to the Income Account, on each interest
payment date for the Special Bonds, any cash and principal of Federal
Securities then held in the Principal Account which is then in
excess of the amount which will be required to provide for payment
of the Total Debt Service on the Refunded Bonds.
Section 4. Payment of Bonds and Ex enses.
(a) Refunded Bonds. On each interest payment date for
the Refunded Bonds, the Escrow Holder shall pay to the paying agents
for each issue of the Refunded Bonds, from the cash on hand in the
Principal Account, a sum sufficient to pay that portion of the
Annual Debt Service for the Refunded Bonds coming due on such date,
as shown on Schedule A.
(b) Special Bonds. On each interest payment date for
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the Special Bonds, the Escrow Holder shall pay to the paying agent
for the Special .Bonds, from cash on hand in the Income Account, a
sum sufficient to pay that portion of the Annual Debt Service for
the Special Bonds coming due on such date, as shown on Schedule B.
(c) Expenses. On each of the due dates as shown on
Schedule C, the Escrow Holder shall pay the portion or payees designated
on Schedule C or designated by separate certificate of the Issuer.
(d) Surplus. On each interest payment date for the
Special Bonds, after making the payments from the Income Account
described in Subsections 4(b) and (c}, the Escrow Holder shall pay
to the Issuer any remaining cash in the Income Account in excess
of the Escrow Requirement. The Issuer will apply such payments in
the manner provided in the i978A Instrument, but the Escrow Holder
shall have no responsibility or duty to ensure that the Issuer does
so.
(e) Priority of Payments. The holders ~f the Refunded
Bonds shall have an express first lien on the funds and Federal
Securities in the Principal Account until such funds and Federal
Securities are used and applied as provided in this Agreement. The
holders of the Special Bonds shall have an express first lien on
the funds and on the Federal Securities, if any, in the Income
Account, and on the income to be received from all of the Federal
Securities, until such funds and Federal Securities, if any, and
income are received, used and applied as provided in this Agree-
ment. If the cash on hand in the Income Account is ever insuffi-
cient to make the payments required under Subsections 4{b) and (c),
all of the payments required under Subsection 4(b) shall be made
when due before any payments shall be made under Subsection 4(c).
The holders of the Refunded Bonds shall never have any right to
require or compel the Escrow Holder to apply any of the Escrow
Deposit Income to pay any portions of the Annual Debt Service of
the Refunded Bonds.
Section 5. Redemption of Refunded Bonds. The Escrow
Holder acknowledges receipt of the Redemption Resolution. The
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Esc_ow ;-folder agrees to perfor:~ the duties set fort.` in the Rede:-:c-
tion Resolution.
Section 6. Rei:.vest~e.^.t
(aj Eacept as provided in Section 3 and In t:•.; s Section,
the Escro:J Holder shall have no power or duty to invest any funds
held under this Agreement or to sell, trans+er or other:aise disposz
Of Or m3Ke Sili'~StitL't:_On5 Oi the Federal Securities held hereunder.. ..
(b) At the recuest of the Issuer and uaon co:*i~lianc~ r~=t:.
file CC~.dltiOriS hereinafter Stated, the ESCrO:J Folder shall Sell,
transfer, other:•rise dispose of or request the rede.:,ption of any o°
the Federal Securities accuired hereunder and shall eit:~ler purchase
Refunded Bonds or Special Bor.ds or substitute otter Federal Securities
for such Federal Securities. The Issuer will not request the Escro:a
Holder to e::erc~se any t :e ers d d
oL . porn escribe in the preceding sen-
tenCe .n 3nV manne~ Wh1C if SllCh 2YerCise.had been reasonably
e~:: eCt.d Or. to^.e date OL 1sS:lanCe Of tt:e Revenue BOndS anG file Special
BOndS, WOUId have Cal:Sed elt:ler 1SSL'e t0 be "ar~itrage bOn^..S" Wit:':in
t ~^ .:,eani ny O~ SeCtlOn 103 (C) Of ti'•ie Int°rn31 Reve.^.ue CGGe OL 19~~,
as a,:.eaded, and the Rec•`:.ations thereunder in e=_ect on the date
of
SL1C h rE?CL'°_St and aDDl;_C:.ble t0 obligations issued On the issue data
O:. t%e .Ze'ienL'e and SDeC.al Bonds. The tranSaC`' Or.S maV be efrSC`°'~
Only if (1) ar, lnd°_~2^.d°.^.t Cyr ~iiled DL'•'J1iC aCCOU~lt3at Silall Ce~ :' ~'/
that tale C35i1 and pr1nC;.^? l a.'?lOL:nt ' $~ sr
_ oL Fed~'"a_ c` ides reT~a:.n_~c
on hand after the transactions are ccr.:pleted will be not I
less th a n
the ~scro:•r Requir°:r.er.t, and (ii) the Escrow F.o1d.._ o
' °~' shah r..ceive an
urc;;aiified opinion fro: a nationally recognized bond counsel to
the e~fect that the transactions, if they had been reasonably ex-
pected on the issue date of the Revenue and Special Bonds, would
not have caused such Bo:.ds to be "arbitrage bonds" within the me~n-
ing of Section 103 (c) of the Internal Revenue Code of I9~4, as
amended, and the regulations thereunder in effect on the date of the
transactions and applicable to obligations issued on such date.
Section 7. D1o Redemption or Acceleration of maturity.
The Issuer will not accelerate the maturity of, or exercise any
option to redeem before maturity, any Refunded Bonds; except for the
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reda:~~t_on provided for in the ned~.;,p tip:: Resolution, and will ro`
acc~ier~te the maturity of any Special Bonds.
$ectiOn 8. I,nCe:'lnit" The ISSL1er hereby aSSU::,°_S liab'
__-
for, and hereby agrees (whether or not any of the transactio;.s c~n-
terplated hereby are consu.:~ated) to indemnify, protect, save and
keen har:~less tze Escrow Holder and its respective succesjors,
assigns, agents and servants, from and against any and all lia~i'_i=
ties, obligations, losses, damages, penalties, clams, actions,
Sul..J, cosh , expenses and disbursements (including legal fees and
disbursements) of whatsoever ki:.d and nature whi ctn. may be imposed on,
incurred by, or asserted against at any tir.,e, the EscrerJi;older
(whet her or nOt al SO lide::lnifled against the Same by the Issuer Or
any ot~:er person. L'::Ger anjl Ot;:er agreement Or 1:75t~L:;,e.^.t) and in a.^.'I
Way! relating t0 Or ar 151n7 Out OL the execution and d21_i: er,J Of t.^.i 3
Acreement, the eStGbliS ^:C''nt Of file Pr1nCi~31 ACCOUnt Or the I.^.C^,^:
Account, establis~:ed hereu:.der, the acceptance o= the funds and
S2C::r1Lle5 de_ osited thereii:, the Dt1rC aSe O'" t%°_ 'aeYal `_'
t+ e retention of t're Fecara? Securities or the proceeds thereof and
a.^.V pal~,le_^.t, tr3n5=Sr Or Ot~':er a~ ~11Cation Oi fL'nGS Or Se^:lrltieS b`!
the L.SCrO:•J Holder In aCC:,rdanCe `rllt:. the `'JrCV1Sl0?:S Of th i S ACree-
me P.~.; prOVided, hoc•rever, t. at the Issuer Si all nOt be re ~L:ired t0
irde::,ni =_ the Escrow ro'_de= t
agalns its own negl~.;ence or miscond~c~.
In no event shall the IsS~er be liable to an': person by reason o~
the transactlon5 COi.te."1^.1 :fed hereby Ot::er than t0 the ESCro:J HOL'.:r.r
as se*_ forth in tr.is Section. The indemnities contained in th'_s
section shall survive the ter:~ination of this Agreement.
Section 9. Responsibilities of Escre:a Holder. The Escro:a
Holder and its respective successors, assigns, agents and servants
shall not be held to any personal liability whatsoever, in tort, con-
tract, or other:aise, in connection with the execution and delivery
of this Agreement, the establishment of the Principal Account or
the Income Account, the acceptance of the funds deposited therein,
the pure::^.ase of the Federal Securities, the retention of the Federal
Securities or the proceeds thereof or any payment, transfer or other
application of moneys or securities by the Escrow Holder in accordance
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with the provisions of this Agreement or by reason of any non-
negligent act, omission or error of the Escrow Holder made in good
faitr. in the conduct of its duties. The Escrow Holder shall, however,
be liable to the Issuer for its negligent or wilful acts, omissions or
errors which violate or fail to comply with the terms of this Agreement.
The duties and obligations of the Escrow Holder shall be determined by
the express provisions of this Agreement. The Escrow Holder may consult
with counsel, who may or may not be counsel to the Issuer, and in re-
liance upon the opinion of such counsel shall have full and complete
authorization and protection in respect to any action taken, suffered or
omitted by it in good faith in accordance therewith. ~~Thenever the
Escrow :Molder shall deem it necessary or desirable that a matter be
proved or established prior to taking, suffering or omitting any action
under this Agreement, such matter may be deemed to be conclusively estab-
lished by a Certificate signed by an authorized officer of the Issuer.
_ Section 10. Resicnation of Escrow Holder. The Escrow Holder may
resign and thereby become discharged from the duties and obligations
hereby created, by notice in writing given to the Issuer and published
once in a newspaper of general circulation published in the territorial
limits of the Issuer, and in a daily newspaper of general circulation.
or a financial journal published in the Borough of Manhattan, City and
State of New York, not less than sixty (60) days before such resigna-
tion shall take effect. Such resignation shall take effect immediately
upon the appointment of a new Escrow Ho'_der hereunder, if such new
Escrow Holder shall be appointed before the time limited by such
notice and shall then accept the duties and obligations thereof.
Section 11. Removal of Escrow Holder.
(a) The Escrow Holder may be removed at any time by an
instrument or concurrent instruments in writing, executed by the
holders of not less than fifty-one per centum (5I~) in aggregate
principal amount of the Refunded Bonds then outstanding, and by
the holders of not less than fifty-one per centum (510) in aggre-
gate pri,~cipal amount of the Special Bonds then outstanding, such
instruments to be filed with the Issuer, and notice in writing given
by such holders to the original purchaser or purchasers of the Special
Bonds and published once in a newspaper of general circulation
8
~ ~
published in the territorial limits of the Issuer, and in a daily
newspaper of general circulation or a financial journal published
in the Borougr, of Manhattan, City and State of clew York, not less
than sixty (60} days before such removal is to take effect as stated
in said instrument or instruments. A photographic copy of any instru-
ment filed with the Issuer under the provisions of this paragraph
shall be delivered by the Issuer to the Escrow Holder.
(b) The Escrow Holder may be also be removed at any time for
any breach of trust or for acting or proceeding in violation of, or
for failing to act or proceed in accordance with, any provisions of
this Agreement with respect to the duties and obligations of the Escrow
Holder by any court of competent jurisdiction upon the application of
the Issuer or the holders of not less t::an five per centum (50) in
aggregate principal amount of the Special Bonds then outstanding, or
the holders of not less than five per centum (Sg) in aggregate prin-
cipal amount of the Refunded Bonds then outstanding.
(c) The Escrow Holder may also be removed at any time
without cause by the Issuer.
Section 12. Successor Escrow Holder.
(a} If at any time hereafter the Escrow Holder shall re-
sign, be removed, be dissolved or otherwise become incapable of act-
ing, or shall f:E taken over by any governmental official, agency,
department or board, the position of Escrow Holder shall thereupon
become-vacant. f the position of Escrow Holder shall become vacant
for any of the foregoing reasons or for any other reason, the Issuer
shall, but only with the written approval of the original purchaser
of the Special Bonds, or the corporate successor or successors of
the original purchaser, which approval shall not be unreasonably
withheld, appoint an Escrow Holder to fill such vacancy. The
Issuer shall jointly publish notice of any such appointment made by
them once in each week for four (4) successive weeks in a newspaper
of general circulation published in the territorial limits of the
Issuer and in a daily newspaper of general circulation or a financial
journal published in the Borough of Manhattan,. City and State of
New York, and, before tre second publication of such notice shall
mail a copy thereof to the original purchaser or purchasers of the
•
Special Bonds.
(b) At any ti.,,e withir. one year after such vacancy shall
have occurred, the holders of a majority in principal amount of
Special Bonds then outstanding or the holders of a majority in prin-
cipal amount of the Refunded Bonds then outstanding, by an instru-
ment or concurrent instruments in writing, executed by either group
of such bondholders and filed with the governing body of the Issuer,
may appoint a successor Escrow Holder, which shall supersede any
Escrow Holder theretofore appointed by the Issuer. Photographic
copies of each such instru.;lent shall be delivered promptly by the
Issuer, to the predecessor Escrow Holder and to the Escrow Holder
so appointed by the bondholders. In tre case of conflicting appoint-
ments made by the two groups of bondholders under this paragraph,
the first effective appointment made during the one year period shall
govern.
(c) If no appointment of a successor Escrow Holder shall
be made pursuant to the foregoing provisions of this section, the
holder of any Special Bond or Refunded Bond then outstanding, or
any retiring Escrow Holder may apply to any court of competent juris-
diction to appoint a successor Escrow Holder. Such court may there-
upon, after such notice, if any, as such court may deem proper and
prescribe, appoint a successor Escrow Holder.
Section 13. Term. This Agreement shall commence upon its execu-
tion and delivery and shall terminate when the Refunded Bonds and the
Special Bonds and coupons applicable thereto have been paid and dis-
charged in accordance with the proceedings authorizing the Refunded
Bonds and the 1978A Instrument.
Section 14. Severability. If any one or more of the
convenants or agreements provided in this Agreement on the part of
the Issuer or the Escrow Holder to be performed should be determined
by a court of competent jurisdiction to be contrary to law, such
convenant or agreements herein contained and shall in no way affect
the validity of the remaining provisions of this Agreement.
Section 15. Counterparts. This Agreement may be executed in
several counterparts, all or any of which shall be regarded for all
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purposes as one original and shall constitute and be but one and the
same instrument.
Section 16. Governing Law. This Agreement shall be
construed under the laws of the State of Florida.
TN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers and their
corporate seals to be hereunto affixed and attested as of the date
first above written.
VILLAGE OF TEQUESTA, FLORIDA
(SEAL )
ATTEST:
Village Clerk
Mayor
as Escrow Holder
(SEAL)
ATTEST:
By
Trust Officer
Trust Officer
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A1; C(lT TTTT!\N T~T(- 1 7-77 ~7R
A RESOLUTION FIXING TI3I; DATE, MATURITIES,
MANDATORY AI`IORTIZATION INSTALLMENTS, INTEREST
RATES AND REDEMPTION PROVISIOtdS FOR $3,91.5,OJ0
WATER REFUNDJ_NG REVENUE BONDS, SERIES 1978;
FIXING THE DATE, i•IATURITIES AND INTEREST RATES
FOR $4,370,000 SPECIAL OBLIGATION BONDS, SERIES
1978A; CANCELLING THE UNSOLD PRINCIPAL A~^1OUNTS
OF SAID 1978 BONDS AND 1978A BONDS, RE'1TIF YICJG
PURCHASE CONTP.ACTS AND AWARD OF SAID 1978 AND
1978A BONDS; AUTHORIZING USE OF OFFICIAL STATE-
MENTS FOR SAID 1978 BONDS AND 1978A BONDS,
AUTHORIZING EXECUTION OF AN ESCROW DEPOSIT
AGREEMENT AND A TREASURY BOND PURCHASE AGREEMENT
AND LETTER AGREEMENT RELATING THERETO; AND
NAMING ESCROW HOLDER, PAYING AGEiJTS AND SUPPLIER
UNDER TREASURY BOP1D PURCHASE AGREEMENT.
WHEREAS,
(the "Issuer") has
1978, authorized t
Bonds, Series 1978
tion Bonds, Series
WHEREAS,
the Village Council of the Village of Tequesta
heretofore, by Ordinances adopted on :~7ay 9,
he issuance of $5,000,000 Water Refunding Revenue
(the "1978 Bonds") and $5,000,000 Special Obliga-
1978A (the "1978A Bonds"); and
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 970 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 98R of pa.r 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
1978A Bonds and the supplier under a Treasury Bond Purchase Agreement;
and
WHEREAS, 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
Bond Amortization Fund in the Sinking Fund for certain of the Series
1978 Bonds maturing April 1, 2007, nose, 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 per annum and shall
mature as follows:
$2,fl10,000 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
1978 Term Bonds maturing in the year 2003 shall be deposited into
a 2003 Term Bonds Account, which is hereby created and established
in the Bona Amortization Fund in the Sinking Fund, com,-~encing on
October 1, 1993, in equal monthly amounts so that the follo~•~ing
amounts will be in such 2003 Term Bonds Account on the following
dates, less any principal amount of the 2003 Term Bonds theretofore
retired:
_2_
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
April 1, 1996 80,000 385,000
October 1, 1996 85,000 470,000
April 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
October 1, 1999 105,000 1,045,000
April 1, 2000 105,000 1,150,000
October 1, 2000 ~ 110,000 1,260,000
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 ;nay, 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 TermFBonds Account or
deposited into the Sinking Fund and used to pay principal of and
interest on the Series 1978 Bonds.
(d) Mandatory 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 direct 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 of Purchase to b` 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 ° 30,000 695,000
October 1, 1981 30,000 725,000
April 1, 1982 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. 1,380,000
April I, 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 I, 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 valaed 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 2007
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.
SECTIOiJ 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 theref~~r, either in whole on October 1, I98~3 or
any date thereafter or in part, on Oct~bPr 1, 1988 or on any interest
payment date thereafter (and if in part, in inverse order of maturity,
and by lot within a maturity) at par plus ac.:rued interest to the
date fixed for redemption, plus a premium of 3% of the par value
thereof if redeemed in 1988. Such premium shall decrease by 1/4 of
1% on each October I thereafter. ~7otwithstanding the foregoing, tze
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 July 1,
1973, shall bear interest, payable semiannually on January 1 and
July 1, at such rates per annum and shall mature on January 1 and
July 1 in the years and amounts as follows:
INTEREST INTEREST
DATE A_NIOUNT RATE DATE AMOUNT RATE
Jan., 1979 $125,000 4.10% July, 1991-- $ 90,000 5.30%
July, 1979 160,000 4.10% Jan., 1992 90,000 5.35%
Jan., 1980 155,000 4.25% July, 1992 85,000 5.35%
July, 1980 150,000 4.25% Jana, 1993 80,000 5.400
Jan., 1981 155,000. 4.40% July, 1993 80,000 5.40
July, 1981 150,000 4.40% Jan., 1994 75,000 5.45%
Jan., 1982 145,000 4.55% July, 1994 70,000 5.45%
July, 1982 145,000 4.55% Jan., 1995 65,000 5.55%
Jan., 1983 145,000 4.70% July, 1995 65,000 5.55%
July, 1983 135,000 4.70% Jan., 1996 60,000 5.60%
Jan., 1934 130,000 4.80% July, 1996 55,000 5.60%
July, 1984 125,000 4.80% Jan., 1997 50,000 5.65%
Jan., 1985 125,000 4.900 July, 1997 50,000 5.65%
July, 1985 125,000 4.90% Jan., 1998 40,000 5.70%
Jan., 1986 120,000 5.00% July, 1998 45,000 5.70%
July, 1986 115,000 5.00% Jan., 1999 40,000 5.75%
Jan., 1987 115,000 5.10% July, 1999 40,000 5.75%
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 5.15% Jan., 2001 25,000 5.80%
Jan., 1989 105,000 5.20% July, 2001 20,000 5.80%
July, 1989 100,000 5.20% Jan., 2002 15,000 5.80%
Jan., 1990 100,000 5.25% July, 2002 15,000 5.80%
July, 1990 100,000 5.25% July, 2003 5,000 5.85%
Jan., 1991 90,000 5.30%
SECTIOc1 5. The authorization for $1,035,000 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 an
rescin~?ed.
SECTION o. The sale of the Series 1978 Bonds to the
Purchaser be and the same is hereby ratified and confirmed.
SECTIOti' 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 Preliminary Officia_
Statements by the Purchaser is hereby ratified and confirmed and
the proper officers of the Issuer be and they are hereby authoriz~~
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 th=v
are hereby authorized and directed to execute said Series 1978 Bo:.ds
and Series i978A Bonds when prepared, and to deliver same to said
Purchaser upon payment of the pruchase prices without further autority
from the Issuer. The Mayor, Village Manager, Village Clerk and
Village Attorney are hereby authorized to act for the Issuer and ~o
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 Jackso^ville
National Bank is also designated as the Escrow Holder under the
Escrow Deposit Agreement referred to in Section 12 hereof.
SECTION 11. The Issuer agrees to pay to the Jacksonville
National Bank a fee for acting as paying agent for the Series 197.3
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 1, 1978.
SECTIOIT 1.2. 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 Piayor, 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 Bands, 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 1, 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:
AGAINST ADOPTION
declared the Resolution duly passed
and adopted this
25th day of July A. D . , 1978
MAYOR OF TEQUESTA
- nn~ ~ y
~jv~/~~ ~/ t\/ / ~isC~/f
Howard F. Brown
ATTEST:
Vill ge Clerk
-7-
FOR ADOPTION
• •
TREASURY BOND PUP.CHASI AGREE:~H,,NT
AG3EE`~IENT dated as of August 1, 1973, bet;aeen the Village of
Tequesta, Florida, (the "Issuer") and Jacksonville National Bank,
Jacksonville, Florida a banking associa~ion organized under the
laws of the United States of America (t e "Bank"}.
6aHBREAS, the Issuer by Ordinance enacted on May 9, 1978, as
supplemented (the "Ordinance"), authorized the issuance of $5,000,000
j~ater Refunding Revenue Bonds, Series 1978 (the "Bonds"), for the
purpose of providing monies to refund certain outstanding revenue
obligations of the Issuer; and
tdH~REAS, the Issuer pursuant to ~^~ Ordinance is to establish
a fund to be known as the 2007 Term Bonds Account in the Bond
Amortization Fund in the Sinking Fund i:lto wizich the Issuer is to
deposit from Revenues (as defined in t;:= Ordinance) monies sufficient
to provide for the payment of $1,905,000 Teri Bonds maturing on
April 1, 2007; and
6v~HEREAS, the Issuer wishes to invest said monies deposited in
the 2007 Term Bonds Account in 7-5/8% U^ited States Treasury Bonds
maturing on February 15, 2007 (the "Treasury Bonds"}, in specified
amounts at the price hereinafter stated; and
WHEREAS, the Bank wishes to sell t=~e Treasury Bonds to the Issuer
as provided in this Agreement.
Accordingly; the parties hereto agree as follows:
(i) 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 fro:l the Bank the Treasu~ir 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 Y~.ereunder 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. All expenses in connection with
delivery to the Issuer shall be borne by the Sank.
(3) If the Issuer shall fail to ~av to the Bank on any Purchase
Date (as hereinafter defined in Appendix A hereto) the price set
forth on Appendix A for the Treasury Bo:~ds to be delivered by the
Bank on that Delivery Date, and such failure shall continue for 5
days:
i ~
(a) The Bank shall have the 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 th.e 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.
(4) 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) Ttie Issuer shall have the right to purchase from any
seller the same principal amount of Treasury Bonds..("Substitute
Bonds ). 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 Bank; and
(b) The Issuer shall have the right tQ continue or termi-
nate this Agreement by giving notice to the Bank.
(~) 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, law 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 Bank 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 furt:~er exercise thereof or the
exercise of any other right or remedy. The rights and remedies of
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~ ~
the Bank 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
Bank 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 charter 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 law 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 otner 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
tine 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 purposes
in a written notice complying as i.o delivery with the terms of this
paragraph.
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•
The Bank: Jacksonville National Bank
51 t~Test Forsyth Street
Jacksonville, Florida 32202
Attention: James A. Irwin
The Issuer: The Village of Tequesta, Florida
Village Fiall
Tequesta, Florida
Attention: Robert Harp,
Village Manager
(12) Nothing expressed or implied herein is intended or shall be
construed to confer upon any person, firm 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 the 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 of Florida.
(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 on all parties and such counter-
parts shall be deemed to be one and the same docurlent.
(15) If one or more provisions of this Agreement or the applica-
tion of any such provisions to any set of circumstances shall be
determined to be invalid or ineffective for any reason, such deter-
mination shall not affect the validity 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 provision herein, if the Issuer
shall not issue,. deliver and receive payment 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 Agreement, 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
provisons 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 funds on hand in the 2007
Term Bo*?ds Account in the Bond Amortization Fund in the Sinking
Fund established by the Ordinance.
(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 shall own, or cause others to
deliver, Treasury Bonds on the Purchase-Dates and in sufficient
amounts to perform fully its obligations under this Agreement. Prior
to the Purchase Dates with respect to the principal amounts of the
TreasurjT Bonds not yet purchased by the 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: By
JACKSONVILLE NATIONAL BANK,
JAC:~SONVILLE, FLORIDA
(SEAL)
ATTEST: By
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•
APPENDIX A
VILL.~GE OF TEQUESTA, ~ORIDA
PRI'N'CIPAL A.MOLnv'T OF FEDERAL OBLIG =T~'~S TO BE PL'?C:iASED
Extended Total
Purchase Principal Dollar Dollar accrued Trustee Purchase ~
Date Amount Price Price Interest Fee Price
9/29/78 $ 565,000 93.22 $ 526,693.00 S 5,268.08 $ 300.00 $ 532,261.05
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
4/01/80 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. 28,550.36 ',
10/Ui/32 30,000 93.22 27,966.00 292.15 300.00 28,558.15 i
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 37,967.14
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
10/01/87 45,000 93.22 41,949.00 438.23 300.00 42,687.23
4/01/88 50,000 93.22 46,610.00 481.80 300.00 47,391.80
9/30/88 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
9/29/89 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 b16.11 300.00 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.C0 66,228.52,
i0/Ol/92 70,000 93.22 65,254.00 681.69 300.00 66,235.69
4/01/93 70,000 93.22 65,254.00 663.50 300.00 66,217.5 0
10/01/93 75,000 93.22 69,915.00 730.38 300.00 70,945.38
TOTAL. $1,905,000 $1,775,841.00 518,046.65 $9,300.00 $1,803,187.65
•
VILLAGE OF 'I'EQUESTA
Tequesta, Florida
August 1, 1978
Jacksonville National Bank
Jacksonville, Florida
Re: Treasury Bond Purchase Agreement dated August 1,
1978 ("Bond Purchase Agreement") between the
undersigned and Jacksonville National Bank
("Bank"), and other matters relating to $3,915,000
Water Refunding Revenue Bonds, Series 1978
and $4,370,000 Special Obligation Bonds, Series
1978A (the "Bends").
Gentlemen:
The Village of Tequesta has, on this date, entered into the Bond
Purchase Agreement pursuant to which Bank will acquire Treasury
Bonds for the account of the Village of Tequesta, Florida (the
"City"). Bank will hold the Treasury Bonds purchased by it iri
accordance with the Bond Purchase Agreement, or otherwise appropriately
designate itself as trustee of suc?~ Treasury Bonds, to be held by
Bank, in trust, in accordance with the terms and conditions set
forth herein for the benefit of the undersigned and the $1,905,000
Term Bonds payable from the 2007 Term Bonds Account (the "Term
Bonds") .
The capitalized terms not otherwise defined in this letter shall have
the meanings ascribed to them in the Bond Purchase Agreement and
Escrow Deposit Agreement, both between Bank and the City dated as
of the date hereof.
Ulith respect to .the Treasury Bonds: (1) you are instructed to
maintain for the account of the undersigned 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 payment 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,
1993 has been accumulated therein, and thereafter 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 no power or duty to sell,
transfer or otherwise dispose of or make substitutions for the
Treasury Bonds held by you in trust hereunder; and (5) your fiduciary
•
Jacksonville ~dational.Bank
August 1, 1973
Page Two
obligations hereunder shall become effective immediately and shall
terminate upon the payment of the Term Bonds in accordance with
the terms and provisions of the Bond Purchase Agreement and the
Ordinance authorizing the Bonds as supplemented and amended (the
"Ordinance"), copies of which have been delivered to you.
In addition to the foregoing duties and obligations you have also
agreed to be designated and are hereby 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 duties and obligations as such
secured party of record shall be limited to your serving in that
capacity as a nominee of record for the 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 appropriate 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 hereunder 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 hereunder:
The Village Clerk of the undersigned has joined in the execution
hereof for the purposes of appointing you 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 of the trusts and obligations hereunder.
Sincerely yours,
(SEAL) VILLAGE OF TEQUESTA, FLORIDA
ATTEST:.
By:
Mayor
Village Clerk
Jacksonville National Bank
August 1, 1978
Page Three
AGPEED TO AND ACCEPTED:
(SEAL )
ATTEST:
C~
JACKSONVILLE i•IATIOi1AL BANK.
By:
By:
• •
5=~r,MOCE ronw. ucc-+ STATE OF FLQRIDA
.r.7y fnr,T
s ~~;eC far fi~,n; with trte CffJ~I,FORMayOMMERCsA i CLOD UmformlC mmernatGo eTmu t cMEN~ ee bT0$ Rretary orCState, State of flori~a
INSTRUCTIONS. i
1. PLE.:SE ~ YPE this form. Fold only thong perforation for moiling.
~. Remove ~ecurod ~drty and Oebror copies end tend omen 3 copies wnh interleavr:d ecrbon peper ro the filing orficer. Enclose filing fee of f5.00
3. If the space orov,ded far cnv ire^•z) on the trim i; incaeouote me irem•si sheuid be canrinued en eddirionci Sheer:, oreierebi
such cJdir,_rc, ;beets need be presented to me niin officer w,rr Y 5"' 8" or A". I;" 0niv one c.._: a'
g r^e f rsr th•ee cpp,ez or me nr.enc,nc sror.rnenr, Sorg schedules of caliater pi. nden.ures,•
^py ce pn cnv vte Raper thm,s co venanrfor the seared party. Irdicare the number cf xd,Konai sheer; c!•acnea, Enclose hi,n- fee of f2.00 for c-r
=~ a col.o!eroi .s crops or goods wn cn cre or are r ~ ~ y - _ c73Lw^ot s'-e'
0 oecome fi.rures,y,ve the Irgal descr:ptian of ti+e rear esrcre and note of record owner or record lessee.
S• ~^e^ o coRr ;i •he security eoree^e.nr rt used as a f,nancinq srRremen r, i! is reGuez*ed rn of it be occpmpan ied by o compiered but unsigned set of riese
forms. ~~ acc~•iR^RI tee pr S3.CJ iz •e ovind,
5. Piedse s.gn r-is +orm w,rh a boii paint pen, $ignarurrs mu s! be legible on oiphebeticRl ana numen ccl Ca p,es.
_ - _= if filing w, n C;rrR of Circwr [curt con suit Ch corer 1$, r'. $., or loan clerk for proper ices. se aiwos-c e.ne• a r•r.ritic eo. iwc - rr•rr r~oe,o• ssioi
THIS FINANrING STATE!~ENi is presented to a filing officer for filing pursuant to tffe Uniform Commsrdol Code: {
1. eororu} {Last Name F;rsr and oddress~es, ~ 3. Motu.ity dote cif dny~:
2. $ecu red Party iesi and oddressresi i for Fs:nq Off.<.r .Dore. Time, Nvmov. ana Filing Gf;;c,.
Village of Tequesta Jacksonville National Bank'
Vi? lage Hall ~ Sl ~dest Forsytr. Street
TeGUesta, Florida jJacksonville, Florida 32202.
t. '-is financing startmenr covers the foilowrng hpes tor, items; Of property:
See Exhibit "a" attached.
~. Asaignesis) of Secured Party and Address~es~
6. _-e secured parrvi st. ..nose s~.^.asure(s) oopears oe~o•r, yares mss .rte limos reoo,rec br Chaser 2Q!. Flor~do Sian,res.:i oar. rw•e Deco
_ ~~-ea on me pom,rar mrrvmenrs srured nereoy. and w.ii be s'~wced on any pddn.oroi and s:.m~ior urvrumenr .nor .nor oe w secur•o.
T'iis sratemene is filed without }fin debtor's signature to perfecto security interest in collatero{. ;Check ~ if soj
_ .s:reotiy subject to o security interest in another jurisdiction when it was brought into this state.
_, which is proceeds of the original cogoterol described above in which a ucuriry interest was perfected:
Cheri ~ if covered:
Proceeds of Collarerol ore also covered. Products of Colldtarol arc also covered. No. of additional Sheers presented:
Fled Witt,: ~et,artment of State
i
Village of Tequesta Jacksonville National Banat
_ gy.
$ignarure;sj of Oebtor,s~ ~ 9y' -
$ignatura;s} of Secured Parfyiiesl
_ STANDARD FORM -- FORM UCC-7
J ~ ' ' "' Approved by secretary of State, State pf Florida
O ~ `
Exhibit A to financing Statement bett~een
the Village of Tequesta, Florida, as Debtor, and
Jacksonville National Bank, as Secured Party.
A. The 'det Revenues, as defined in Ordinance i3o. 260 of Debtor
adooted Play 9, 1978, as supplemented (the "Ordinance")
relating to tdater Refunding Revenue Bonds, Series 1978,
all in the manner provided in the Ordinance.
B. All funds and interest received from investments of funds
established by the Ordinance, specifically including all
funds to be deposited in the Sinking Fund, Bond Amortization
Fund, Reserve Account, and 2007 Term Bonds Account.
RESOLUTION N0. 13-77/78 •
A RESOLUTION PROVIDING FOR THE REDEI~SPTION OF
CERTAIN OF ^1 HE OUTSTANDING WATER REVEdUF.
CERTIFICATES, DATED JULY 1, 1967, OF THE
VILLAGE OF TEQUESTA, FLOP.IDA, ON CERTAIII
REDEMPTION DA^1 ES OF THE RESPECTIVE CERTIFI-
CATES.
BE IT RESOLVED BY THE VILLAGE COUIvC~L OF THE VILLAGE OF
TEQUESTA, FLORIDA:
SECTI0~1 1. It is hereby found, ascertained and determined
that:
A. The Village has heretofore issued ?~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 Water 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 with
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 1/2%
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 1 1/2%
1992 23,000 1179-1201 1 1/4%
1993 23,000 1156-1178 1%
1994 23,000 1133-1155 3/4 of 1%
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 May 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
Bonds and certain other issues of outstanding bonds of the Villar.e.
D. The Tillage has by such Bond Resolutions determine:
that all of the Refunded Bonds may be advantageously refunded :with
benefit to the Village in saving of interest during the remaining
term of such Refunded Bonds by the issuance and sale of the 1978
Bonds and the 1978A Bonds in the manner and subiect to the terms
and conditions of the Bond Resolutions.
E. Section 2.01 of Ordinance No. 138 (hereinafter called
"196'7 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
follocas
"A notice of the prior redemption of any of said Certifi-
Cates shall be published at least once at least thirty (30) days
prior to 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 or.
the redemption date if the Village has duly made provision for the
payment of the redemption price thereof."
SECTION 2. The Refunded Bonds numbered as set forth in
the Schedule appearing in Section 1B hereof, are hereby irrevocably
called for redemption prior to maturity, at par and accrued interest,
plus the respective redemption premiums, on the respective dates
set forth in Section 1, Paragraph B hereof. Such payment dates in
this resolution shall be .referred to as the "redemption dates" of
the respective bonds..
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:
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NOTICE OF REDE•IPTION
CILLAC CP 'iEQUESTA, FLORIDA
WATER P.EVENUE CERTIFICATES
DATED JULY 1, 1967
NOTICE IS HEREBY GIVEi7, for and on behal~ of the Village
of Tequesta, Florida, that the outstandi:~g Water Revenue Certifi-
Cates, dated July 1, 1967, of the Village of Tequesta, Florida,
numbered to inclusive, in the aggregate pri-!cipal
amount of $ and which are redeemable on January 1,
19__, at the option of the Village, at the par value of each Bond
plus a redemption premium equal to 0 of the par value thereof,
together with interest accrued thereon to the date fixed for
redemption, will be redeemed on January 1, 19
Payment of such certificates grill be made on or after
such redemption date of January 1, 19 upon the presentation of
such bonds, accompanied by all coupons maturing after such redemption
date, at PAanufactures Hanover Trust Company, New York, Ne:a York,
the paying agent for such certificates.. Registered certificates
should be accompanied by duly executed assignments of transfer
powers in blank. Interest on such certificates to the rede~~ption
date will be paid in the usual manner. Interest on such certificates
will cease to accrue from and after such redemption date.
DATED this day of 19
JACKSOIIVILLE NATIONAL BANK
Jacksonville, Florida
As Escrow Holder
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NOTICE OF REDEMPTION
VILLAGE Gr' '1E~UESTA, r'L:ii~ID
WATER P,EVENUE CERTIFICATES
DATED JULY 1, 1967
NOTICE IS HEREBY GIVEi1, for and on behalf of the Village
of Tequesta, Florida, that the outstanding [later Revenue Certifi.-
Cates, dated July 1, 1967, of the Village of Tequesta, Florida,
numbered to inclusive, in the aggregate principal
amount of $ and which are redeemable on January 1,
19__, at the option of the Village, at the par value of each Bond
plus a redemption premium equal to % of the par value thereof,
together with interest accrued thereon to the date fixed for
redemption, will be redeemed on January 1, 19
Paymen~ of such certificates will be made on or after
suer. redemption date of January 1, 19 upon the presentation of
such bon: s, accompanied by all coupons maturing after such redemption
date, at "-Ianufactures Hanover Trust Company, New York, New York,
the paying agent for. such certificates. Registered certificates
should be .accompanied by duly executed assignments of transfer
powers in blank. Interest on such certificates to the redemption
date ~vill be paid in the usual manner. Interest on such certificates
~~~ill cease to accrue from and after such redemption date.
DATED this day of
I9
JACKSONVILLE NATIONAL BANK
Jacksonville, Florida
As Escrow Holder
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•
SECTIOiJ 4. The Escrow Holder under the Escrow Deposit
Agreement for file Refunded Bonds and the Soeci~t ObJ.iga*ion. Bonds
is hereby irrevocably instructed and directed not more than forty-
five (45) days nor less than thirty (30) days prior to each suc11
redemption date for the respective Refunded Bonds as set forth in
Section 1, Paragraph B hereof:
A. To call for redemption the Refunded Binds by pubJ.ishing
at least once on any business day of the week 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 ~Je:v 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 pcrposes, 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 all
Refunded Bonds so paid for disposition.
SECTIOPJ 6. This resolution shall take effect immeidately
upon its adoption.
THE FOREGOING RESOLUTION was offered by Councilmember
Mapes who moved its adoption. The Resolution
was seconded by Councilmember Ryan
put to a vote, the vote was as follows:
and upon being
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FOR ADOPTION
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•
c.~...-.-----~
•
AGAINST ADOPTION
T P4ayor thereupon declared the Resolution duly passed
and adopted this 25th day of July A.D. , 1978
ATTEST•
Villa e Clerk
MAYOR OF TEQUESTA
-~'~
oward F. Brown
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