HomeMy WebLinkAboutDocumentation_Special Meeting_Tab 03_06/23/1994 � � �
�
LAW OFF�CES
MOYLE, FLANIC3�AN� KATZ. FITZGE$ALD $C SHEEHAN. P.A.
625 NORTH FL/1GLER ORIVE • 9T� FL70R
N'E:.tiT f'AL�! HEAC:H. FLORIUA 33401
TELEPMONE (4071 g�9-7SOO r t ���
FACSIM�LE 14071 659-1 7 69 � � j \
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MARK E RAYMOND
DIRECT LINE. c407� 659-5490 `rSt GF ��\
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June 15, 1994 9 �� 1gI
To Parties on the Attached Distribution List
RE: Village of Tequesta, Florida
Liz and Gentlemen:
Enclosed please find revised, black-lined closing documents.
Liz, I have only sent you the Escrow Agreement. Be advised that
we have clecided to proceed on a gross defeasance basis, so that
Liz will be receiving the full amount of cash necessary to defease
the Outstanding Bonds, without regard to any investment earnings.
Liz will invest the escrow in Barnett's Emerald Fund and will,
after making provision for payment of the Refunded Bonds, return
the balance to the village.,
The Resolution is scheduled for adoption by the Village at a
special meeting beginning at 7:00 P.M. on June 23, 1994.
Immediately following the meetinq, I would like to have all
documents executed to be held by me in escrow until the closing on
June 24, 1994. This means that I will need John Lyons, Ron
Mackail, Toro Bradford and the Village Clerk available for 10 to 15
minutes following the meeting. �
On June 24, 1994, the Bank will wire to the Village
$1,365,000.00. The Village will then immediately wire to The Bank
of New York $613,640.00. Bill Rascavelis, please contact Liz
Feezor and obtain wiring instructions from her. Also, Bill and
John, please discuss the mechanics of transfer of funds from the
Bank to the Village, bearing in mind that the money will need to
9227Z
o ,
To Parties on the Attached Distribution List
June 15, 1994
FaqF� �.
be imme�3iately available on June 24 so that *_he Villag� can wire
it f�� Tt�e Bank of New York. Upori receipt by the Village ��f t}ie
proceeds of the Bond, �ncl receipt by The Bank of New York of the
Vilage's wire, the transaction will be closed, and I will release
the original Bond to John Lyons.
Please contact me as soon as possible with any final revisions
tc� these documents, as I will be generally unavailable June 21, 22
and 23, except to attend the meeting the night of the 23rd.
Finally, Liz, I have�included eaecution pages to the Escrow
Agreement in your package, and would ask that you please return
all six executed copies to me.
Very truly yours,
^
�'��� � � .
Mark E. Raymond �
MER/ash
9227Z
, �
VILLAGE OF TEQUESTA
IMFROVEMENT REVENUE REFUNDING BONI)
SERIES 1994
Distributian List
ISSU�R
Thomas G. Bradford 407-575-6200
Village Manager Fax: 407-575-6203
8i11 Kascavelis 407-575-6207
Director of Finance Fax:�407-575-6203
Village of Tequesta
357 Tequesta Drive
Tequesta, FL 33969-07.73
ISSUER'S COUNSEL •
John C. Randolph 407-659-3000
Jones, Foster, Johnston & Stubbs, P.A. Fax: 407-832-1454
Flaqler Center Tower, llth Floor ,
505 South Flagler Drive
West Palm Beach, FL 33401
�INANCIAL ADVISOR
Clark Bennett 407-626-4760
Florida Municipal Advisors, Inc. Fax: 626-4781
9121 North Military Trail, Suite 200
Palm Beach Gardens, FL 33410
�
John J. Lyons � 407-575-1300
Jupiter Tequesta National Bank FAR: 407-575-1324
250 Tequesta Drive
Tequesta, FL 33469 �
7164M
t �
VILLAGE OF TEQUESTA
IMPROVEI�NT REVENUE REFUNDING BOND
SERIES 1994 �
p�� t�it�u��n_L i s t
BANR COUNSEL
Roger Friedbauer 305-379-9104
Slnutts & Bowen FAX: 305-381-9982
201 South Biscayne Blvd.
Miami, FL 33131
BOND COUNSEL .
Mark E. Raymond 407-659-7500
Moyle, Flanigan; Katz, Fax: 4�7-659-1789
FitzGerald & Sheehan, P.A.
625 N. Flagler Drive, 9th Floor
West Palm Beach, FL 33401
�SCROW AGENT
Liz Feezor 904-645-1906
Assistant Treasurer FAX: 904-645-1930
The Bank of New York Trust
Company of Florida, N.A.
Towermarc Plaza, 3rd Floor
10161 Centurion Parkway
Jacksonville, FL 32256
7164Ai
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TRANSGRIPT OF PROCEEDINGS
. �1, 65 000
VILLAGE OF TEQUESTA, FLORIDA
IMPROVEMENT REVENUE REFUNDING BOND
� SERIES 1994
DATED JUNE 24, 1994
MOYLE, FLANIGAN, KATZ, FITZGERALD & SHEEHAN, P.A.
HOND COUNSEL
TTM� AND PLACE OF GLO�ING
The closing was held at the Village Hall June 29, 1999 (the
"Closing Date").
T.T�T OF CLOSING DOCUMENTS
1. Certified copy of resolution adopted by the Village Council on
� June 23, 1994 authorizing the issuance of the Bond.
2. Certif ei d copy of Village Charter.
3. Certified copies of Ordinances No. 331 385, 463, of
Article II of Chapter 11 of the Code of Ordinances, and o t e
FranchYSe for Recycling Collection Services, as amended, with
Nichols Sanitation, Inc.
4. Escrow Deposit Agreement. �
5. General Certificate of the Issuer.
6. Notice of Sale sent to Division of Bond Finance.
7. Receipt for the Bond.
8. State of Florida Division of Bond Finance Forms BF-2003 and
BF-2009-B and Letter of Transmittal.
9. Certificate as to Arbitrage and Other Taa Matters.
10. Form 8038-G and Transmittal Letter.
11. Disclosure Statement of Bank. �
12. Opinion of Counsel to the Issuer.
13. Opinion of Bond Counsel.
'Transcripts. Nine (9) complete transcripts are to be prepared for
distribution as follows:
2 - Village of Tequesta
1- Jones, Foster, Johnston & Stubbs, P.A.
2- Jupiter Tequesta National Bank
1 - Shutts & Bowen
2- Moyle, Flanigan, Ratz, FitzGerald & Sheehan, P.A.
1 - Florida Municipal Advisors
7127M
[ �
1•
�RTIFICATE OF TRUE COPY
I, the undersigned Village Clerk of the Village of Tequesta,
Florida, DO HEREBY CERTIFY that attached hereto is a true and
correct copy of that certain resolution duly adopted June 23,
1994, authorizing the issuance of the Village's Improvement
Revenue Refunding Bond, Series 1994, and that such resolution
remains in force and has not been amended.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 24th
day of June, 1994.
By:
Village Clerk
7128M
RF60LUTION NQ. 16-9.3/4_4
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
TEQUESTA, P'LURIDA, AUTHURIZZNG THL ISSUANCE OF THE VILLAG�'�
IMPROVEMENT K�VENUE REFUNbING BONU, SERIES 1994 IN. THE
AGGREGATE PRINCIPA� AMUUNT OF $1,365,000; PRESCRIHING THE
FORI+I, TEFtMS ANU UETAII.S OF 6UCH BOND; 1rlAKING CER7'AIN OTHFR
CnVENANTS ANU AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF
RUCH bOND; SpECIFXiNG 'iHE USE OF 1'HE PR�EEUS UF BUCH BONU AND
THE SECURI3'Y Fplt Z'HE PAYMENT THEREOF; AWARDING SUCH BOND TO
JUPITER TEQUESTA NATIONAL HANK SY NEGOTIATEO SALE; PL�DGING
ALL FRANCHISE FEES ANp OCCUPAT�ONAL LICENSE FEES OF THE
VILLAGE AS S�CURITY FOR SU.CH BODTI); DESIGNATING THE �OND AS A
"QUALIFIED TAX-EXEMPT OHLIGI�TION" WITHIH THE� MEANING OF
SECTION Z55(b) (3) OF THE INTERNAL REVENUE CODE OF 1986, AS
11MENDED; MAKYNG CERTAIN OTHER C4VENANTS AND CaNTAINING CERTAIN
. C�TIiER PROVISIONS; PROVIDING AN EFFECTIVE DATE; AND FOR pTHFR
�'URPOSES
WHEREAS, the vILLAGE OF TEQLIESTA, FLORIDA (the "Issuer") is
authvrized by the Constitution and laws of the State of Florida to
borrow money and issue revenue bonds for municipal purpases; and
WxEREAS, the Issuer has heretofore issuEd its improvemant
Revenue Bvnds, Series 1979 in the ori9inal principal amount of
5910,000 now outstanaing in the amount of �580,000, which
outstanding amvuat finally metures on Octobec 1, Z004 (the
"Refunded Honds" ) ; an�
WHEREAS the Issuer has determined to issue its Improvement
R�venue R�funding Bond, Series �994 in the aggregate �rincipal
amaunl: of �1,365,000 (the "�ond"), to provide for the repayment of
the Refunded 8vnds and to provide funds for certain recreaLional
facili�.y and roadway improveme�ts (the "Project~) to be unclertaken
by the Issuer; ana
WHEREAS, the Hond will be secured by an irrevoCable first
lien vr� and pledge of the Fsanchise Fe�s and Occupationa2 Licen�te
Fees (as hezeinafter defined) of the Issuer; and
WI3EREAS the lssuer deems that it is in its best financial
interest that the $ond be sold at neqotiated sale; and
; WfIFREAS, the Issuer does not anticipate issuing in escess of
�10,000,000 in taz-exempt obligativns in 1999.
NUW, THEREFORE, HE IT ItESOLVEU BY THE VILLAGE COUNCIL OF THF
VILLAGE OF TEQUESTA, FLORIDA:
SECT�oN l. pF•FI�iTIUNS Capitalized terms used herein and
nol. atherwise defined herei�n shail have the foilowing mear►ings:
"Dank" shall mean Jupiter Teqt�esta Nativnal Rank and its
succ:essors and assigns.
"Pesiyriated Revenue�" shall mean any addilional nUn-ad v�lortm
rt�veriues whi.cli th� Issuer has designated as such pur ,L�ant to
S�ction 6.
�Escrow Depasit Agreement" shall mean the Escrow veposit
Ayi�e�nent in substantiall�y the form set forth as Exhibit 8 hereto,
between the Isstter and The Bank of New Xork Trust C:ompany of
Florida, N.A.
^Franchise Fees" shall mean all sums accruing to the Issuer
pursuant t� the followings franchises: (i) the franchise granted
Florida Public Utilities Company pursuant to Ordinance No. 19,
er�ac:ted July S, 19S8; (ii) the t�caachise granted Pelm Beach Cable
Tel.�:vision Company pursuant to ordinance No. 155, enacted Octob�r
23, 1�b9; as transferrec� to Adelpbia Communi.cations Corporati�n
purs��ant to ResplutioA No. 1-86/87 end Resolution No. 11-f�8/89;
(iii) the franchise granted Florida Pow�r & Ligh� Com�iany pursuant
to Urdinance No. 331, enacted S�ptember 11, 1984,; (iv) the
fzanchise granted Southern Bell Telephone and Telegraph Company
pursuant to Ordin2�nce No. 385, enacted July 13, 1989; (v) the
€�anchise granted Niehols Sanitation, Inc. pursuant to Osdinance
Ho. 4G3, �rsacted actober 14, 1993 as impiemented by the "Franchise
For Recyc:ling Collection Service" among the Issuer and Nichols
Sanii:ation, Inr:., dated August 25, 1989, as amended by "Amendment
to Franchise for Residential Curbside Recycling Collection
Services" dated October 21, 1993 and "t�mendraerit to Garbaqe, Yard
ar�d Uther Trasb Collectioa Franchise," dated October 21, 1993; anc�
(v;) all extensions and modifications of said franchises and
rencwals ttiereaf, and all similar franchi�es granted by the Issuer
to o�hexs upon the ezpiration or termination of said franGhises;
�nd (vii) all other franchises granted by Issuer until the
principal o�, premium, if any, and interest on th� Bond fiave been
fu) ly paic�.
°improvernent Revenue Band Fund" shall mean�the fund created
pursuant to Sectxon 6 hereof.
"]�csuer" sriall mean the Village ot Tequ�sta, a municipal
cotpoxation ciuly organized, eaisting and in gaod sEancling under
the laws of the State of Florida.
"(�ccupational I�icense Fees� sball mean alZ sums accruing •to
the 7ssuer pursua�t to Ar.ticle 17 of Chapter 11 of the Cvde of
Urdinances of the issuer, relating generally to occupationa�.
licerjse fe�s, including all amendments thereof and suCCessvr Cod�
provi�ions Ehereto.
"Pledged Revenues" shall mean the Franchise irees, thr�
Occupational Li�ense F�es, any Designated RevEnues and all amounts
on depvsit iri the Improvement Reveaue Hvnd Func3.
;
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"ResVlutio��" shall mean this resoluti�r�, authorizing the
i�suance of the Bond.
SEC1'lUN Z. Au��URSZAT�9N OF FiONU. 7'he lssuc�r is herehy
authorized to issue its $1,365,000 aqgregate pci.ncipal amount
Imprav��n�nt Revenue Refunding Bond, Se�ies 199A having the
in�;erest rate, maturity Gate, aad other proviaions as set fortA in
t1,� f�rm of bond attached heret� as Ezhibiti "A." The Bonci shall
bc dated June Z4, 1999 and•shell mature July 1, LUU9.
S�C.T7QN 3. AwARU OF,�,.HONll. The Issuer hereby determine5 that
a ney�tiated sale of the aond is in the best interest of the
Issu�r by reason of the specialized market tor revenue bonds
simi.laz to the Band. The sale of the Bond to th� Ba�nk is hereby .
avthvrized. The Hond shall be sold to khe $enk at a piice of par,
said �iric:C t� be payabie ta the lssuer in immediately avsilab�e
fuc�ds on the dete of �ssuance a� the Bond.
SJ�:CTZON� � �JgE OF PROCE�uS. Proceeds of the Bond in the
am�unk of �,434.00 shall be used by the Issuer, together with
�183,7.06.00 of money held ir� the accounts established in
connection with the Refunded Aonds and , . of other
available monies �f the Issuer, to repap the Kefunded Hondss
pursuani, 1,0 .the �'scro� Depos�t AgreemenL and proceeds of the Bo�d
i n the amout�t of �1, OZ4 , 566. 00 shall be used by the Iss�le�= to p�y �
costs af issuance of the Bond and to finance the cost of the
Projecl in accor�ance with plans and specifications on file with � -
41�C lssuer . � . .
, , � ,
S�:C?iON 5. ESCROW DFppSIT AGREE�IT. The form Of Escrow �
Deposi.t Agreement attached hereto as Eahibit B is•hereby approved,
anc� the Mayor is hexeby autharized and directed for and i.n the ��
name of the Issuer to eaecute, and the Village Clerk is authorized
Lo �lL��t and apply the seal of the Issuer to, the EsCrow Depasit
AgLeement, with suc:h changes, alter�tions or corrections thereto
as shall be approved bp the officials egecuting the same, such
ezecutian to consti.tute conclusive evidence of such approval. �'he
issuer hereby appoints The Bank of New York Trust Gompany of
Flo.rida, N.A. (�he "Escrow Ag�nt") as Escrvw Agent pursuant to the
Escrow ne�osit Agreement. �
'�•hc Issue= hereby irrevocablp elects, effective upon and onty
upvn the issuance of the Bbnd that the issuer�s Improvement
R�ve»ue Honds, Series 1979, rnaturing on Uctober 1, Z004 shall be
call�c� tor redemption on Augnst �, 1994 at a price of 103� of par,
plus aCr,ru�d interest to the redemption date.
S�CTION 6. $FCURITY F��_ BOND. The princi�al of, premium, i.f
any, and intesest vn the Hond shall be payable frvm the Fledged
Revenues, ana until speet by the Issuer, proceeds receivecl by the
issuer f �:�ni the sale of the l3ond {the °proceeds" ). The papments
shall � secuxed by an irzevocable lien on the Pledged Revenues,
anc7 until �pent by the lssuer, the Proceeds, and tbe �ssuer do�s
-3- 717.9M
Y •
hereby i rrevocably plcclyr such F�1 edged Revenue� and, ut�ti 1 sper�t
by thF Issuer, thd Pzoceeds, to the payment of the principal of,
pr�mium, iL any, er�d interest on the Bond. The �ien of the holder
of tt:� Dvnd on the Pledqed Etevenues shall be senior anc] prior to
tt�� 1 iens oE the holders of any and al l other obliqati.uns of the
lssuec whir.h are payal�le, in whole or in part, from tl�e pledged
ItFVCnues, reyardless of whether such other obliyations are issuPd
c�i incurred simultaneous with or subsequent to the issuance o� tAe
Bonc� .
In the ev�zit that the Franchise Fees and vc:cupationaA LicensE
F�e� ace reduCeci or eliminated by reason of a change in F7.orida
law, I��ct�rioloqical obsolescence, or for any other reason the
amoui�i, uf the Franchise Fees and Occupatianal License Fees
c�]]ected hy the Issuer in any pear should b� less than 120� of
thL amount of principal and interest payable on the Aorid in such
ycar pius 100� of the principai and interest payable on any Juni�r
Gebl (ay hereinaftNr defined) in such. yeaz, the lssaer shall
designate one vr more ather lawfully and conLractually available
non ad-valorem sources, if such eaists, in an amount at leaut
sufficie�t (such source{s) in such amount, the "Designatpd
Rev�nues") to cause the aggregate of the amount of such Designated
R�vEnues a�id the Franchise Fees and Uccupational License Fees
colle�teti in each y�ar to equal 120� of the principal and interest
�ayable ar� the Bond in such year plus 100$ of the principal and
�nterpst payable on any debt payable therefrom in such year, and
such r�esiynated Revenues shall witbout further action be deemed
plc:dc�ed to the payment ot pr3nCi�a1 and inter�st on the Band the
same as th� otber Pledged Revenues.
Th� Iusuer further represents and warrants that it h3s, as of
t1�r_ date af adopti.on hereo�, made no pledge of the Franchise Fees
ancl C)ccupalional License Fees, except to the extent pledged t� the
Refunded Bonds, and that it has not entered into any agreement ar
mad� any commitmen� to pledge the Francbise Fees and 4ccupational
License Fe�s. The Issuer covenants that it shall not pledge the
F]�.dged Revenues to the repayment o� any o�ligations ather than
the� Aond, nor shall it subject the Fledged Revenues to any iien
otl��r than the lien hereby created to secure repayrnent of the
eond, w3thout the prior written consent of �he owner of the Hond.
Any Ubligations of the lssuer hereafter incurred and �ayable �ram
thr: Pledged Revenues, if applicable, shall cantain an Express
�rovisiun to the effect that the right of such obligations to
payment f.rom svch sources is fully subordinate to the lien and
pledqe h�rebY c:r�ated in favor of the principal of, premium, if
any, a�nd int�er�st on the Bond.
The Issuer hereby creates and establishes an :Imprbvement
Revenue �ond Fund (herein, the "�und"). Subject to the provisions
of this Resolutibn, the Fund is hereby pledqed as security'for the
p�ymcnt oL the Hond. 1'he Issuer �ovenants that it sha11, no later
lha:i the secor�d business day afte[ receipt, deposit all of the
procecd� of the Franchise Fees, Occupationa2 License Fees ant� ,
-4- 7129M
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UetiignaLed H�veriues into the �ut�d. Moneys on deposit i» the rund
may l�c inve�ted ir� any legal]y permitted investment. Except as �
�ic�vided in the �ezt succeeding sentence, as long as the Issuex is
eiut ir� default in its payment obligations of the $ond, so long as
there is on deposit in the Fund a�� amount sufficient to pay the
remaininq prir�cipal and interest scheduled to become due and
payable on the Sond duriny the nezt twelve months, the Issuer ma�y
withdraw amounts for any lawful purpose. The issuec shall not
rrithdraw any moneyb fi�cn the Fund if such witbdrawal wauld
adver�ely affect the Issuer�� abilitx to pey debt serviCe on the
eond as the same becames payable, untii the Bond has been paid in
full. lf the Bank holds the Fund, upon the occurrenCe of e�n event
of default under this Resolution or the Bond, tne Bank sha�� have
a righ! of set-off Without notice or consent against amounts in
the rund ta pay amounts due on tbe 8ond.
S�CT7UN 7. @(Ip�ET. Subject tb and not in limitation of the
pravisions of Secti�n 6 hereof, the Issuer shall budget and
apprapriatc such sum fzom thE Pledged Revenues in the Issuer's
bud�et each year as may be n�cessary to pay the principa� af and
interest on the Bond becomang due in that year.
SRCTIbN 8. NO LEV7r pF !w VALUREM._TAI�S REOVIRLD. The Bond
Shall be payable solely fXOm the sources and in the rnanner
aescrit�c� herein. No holder of the Bond shall ever have �he right
te aompel the exercise of the ad valorem taaing power of the
Issusr to pay the Bond or the in�etest thereon ar be entitl�c7 to
payment of such principal and interest from �ny funds di the
Issuer ezcepl. as pivvicied herein.
SECTION 9. �SOLUTION .TQ CONSTZT�F_ CONTRACT. In
corisiderati.on of the acceptiance of the Aond by th�se wh� shall
riald thc same from time ta time, this Resolution shall be deemed
to be and shall cvnstitute a contsact between the Issuer and such
holders. The ��venants and aqreements herein set forth to be
peLtorm�c3 by lh� Issuer shall be for the benefiti, ptot�ctivn and
security of the legal holders �f �he Bond.
3�CTI�N 10 �2L�CUTION .Q�_ HONDS The Bond shall bc� eaeCUted
in �hp name of t�ie issuer by the Mayor or vice Mayor of the issuer
ancl cauntersigned and attested by the Village Clerk or �eputy
Villay� Clerk, and the corporate seal of the �ssuer shall be
affixeci thereto.
5ECT70N 11. BOND MUT��,A�ED. DF�,STROYED. STOI,��1 OR LOST. In
cass thc Hond shall become mutilated, or be destroyed, stolen or
lest., lhe Issuer shall issue an� deliver a new Bond of like tenor
es the t�ond so mutilated, Qestroyecl, stolen or lost, in exchanqe
and in substitution for such mutilated bond, or in lieu of anc3 in
substitutian for the Bond destroyed, stolen or lost and upon the
holder furnishing tfle issuer proof of owt�ership thereaf and
indemnity reasonably satisfactory to the Issuer and complying with
such other reasonable regulations and conditions as the Issuer may
-S- 7129M
� �
�i�-5c-r ib� and paying such expenses as the Issi�er �nay i ncur . Th�
Bond �o surrendered shall be cancelled. if the Bond shall� have
Li.nally matured or be ebout to finaily meture, instead pf issuing
a substitutc Hond, the Issuer may pay the same, upar, being
ir�d�rnnified as aforesaid, and if suCh �ond is lost, stOler� or
destroyed, without surrender thereof.
SECTION �,2. �,S$IGNAg�y1�y, 7�he Village C2erk shall maintain
a wrii,te�� record of pwnership of the Bond. Ownerst,ip vf the gond
may bc transferred only upon such written xecord snd with the
wiitten approval of the Issuer, which epproval shall not be
unze�sonab]y withheld.
SEGTION 13. �M AIRME�_9F COHTR.ACT. The 7ssuer covenant;s
with the holders of tbe Bond that �t wiil not, without the written
consent of the holcler of the Bo�d, enact any ordinance oz
resolutfon which xepeals, impairs or amends in any manner adver.^,e
ta the holder of the Bond the right or ability of the Issuer to
callect the Franchi:se Fees or Occupatianal License Fees, ar any
ri�hts of such holders or the securzty of the fund5 which may be
pledged to the payment of the pri.nci�al of and interest on the
B�nd.
SF,CTIOH 19. I _.C��'URTHER A�gBNC.E. The officers,
emp].oyees anc� agents of the Issuer are hereby authorized and
dir.ectec� to do all acts and things required for the fu21, punctual
anrl complete performanc� of all the terms, covenants, provisi�ns
ar�rl agreements of the Bond.
ShCTION 15. �1�C�,UALiFiEn The Issuer herebY
d�signates the Hpnd tv be a"qualified tax--eaempt obliqation"
within the meaning of Sectian 26S(b) of the Internal Revenue Co�e
of 1986, as ament�ed (the 'Code"). Th� reasonably anticipeted
am�unt o# tax-eYempt obligations (other than obl3gations described
in S�ction 265(b)(3)(C)(ii) of the Code) which will be issued by
the Issi,er during 1994 does not eaceed $10,00Q,000.
SfiCTIOrt I5. ���.�p�ION, The Issuer hereby cov�nants anc�
agrees, for the benefit of the owner f rom time to time of th�
F�ond, to comp�y with the requirements applxcable to i� contained
in Secti.on 103 and Part iV of Subchapter B of Chapfier i of the
Cocie !o the eztent necessary to prese�ve the exclusiar� vf interest
on the Bond �rom qross income for Federal income tax purposes.
S�Pcifically, without intending to Iimit in any way the generality
of the f�reqoinq, the I�suer covenants and aqrees to refrain frorn
using proceeds of th� Hond in a mann�r that woulcl causP th� sond
to bc� classifierl as a"private activity bond" under Section 141(a)
of the Code �na to t�ke or refrain from takxng any action
necessary in order that the Hond shall not become an arbitrage
band under Section 103(b) and Section 148 of the Code. The Issuer
is a governmental unit with general ta:ing powers, the Bond is not
a"pr�vate activity bond" Within the meaninq of the Code, 9S% or
mare of tbe net proceeds of the Bond are to be usea for locai
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1 1
y�vcrnmenLal o�tivities of the Issuer, and the aggregate face
amc�unl oL all tax-ezempt bonds, other than private activity bonds
and l�a�ecls issued to refunA (other than to a�vance-retund (within
thc- mcaniny uf Section 149 0£ ttie Code) ) any bond to th� Exter�t
� tt��: amount of the refunding bond does not exceed the out�tending
amuunt of the refunded bond, issued by the Issu�r durir�g 1944 is
not reasonebly ezpecL to exCeed $5,000,000.
SECTION 17. � ,FyExAgrLt� OF,__INVAL29 PROVISIONS. ��L�ZS'�T�
gEP�A��R. If any one or. more of the covenants, a4reements or
pruvisions of law conteined herein shall be held contrary ta any
expregs provisio�l uf. law or cantr�r.y to the policy of eapress ]aw,
thvugh not ezpressly prohibited, ar against public policy, oi
shall for any re�son whatsoever be held invalid, then such
covenants, agreements or provisions shall be null and void and
shall t�e deemed sepai'able from the remaining covenants, agreements
or prvvisions and shall in no way affeCt the valid'ity of any oE
the other ptovisions hereof or of the vbliqation of the .ISSUer tv
makc Lhe payneents requ3red h�reunder. All oth�r resolutions or
parts uf resolutions in canflict or inconsistenk herewith ar.e
herehy repealed.
Upon payinent of the Refunded bonds, Resplution No. �0-78/79,
adu�tad July 24, 19'79, Resolution N�. 6-79/SQ, ac�optecl F�bruary
26, 1980 and Resolutions Nos. 8-74/Af� and 9-79/80, adopted March
10, i98Q, are, without further action, hereby repealed.
� SECTxON 17. �NFORCEMENT OF .�OLLECTIONS. The Issuez will
clil�gently enforce and collect the Franchise F'ees, Oecupational
License Fees and besignated Revenues, xill take steps, actxons and
praceedings for the enforcement and collection v� such Franchise
Fe�s, OccupationaZ Licens� Fees and Gesignated ltevenues as shall
become d�linquent to the full extent pe�mitted or autl�orized by
law, and�will maintain aCCUrate records with respect thereto.
SECTION 19. flUbGET AAp.FINANCIAL INFORMA �he IstSUer
sha�ll aemonstrate ia each annual budget that there are sufiicient
proceeds of the Franchise Fees, Uccupatiana7. Fees and Designated
Revenu�s, if any, to pay the principal of, pr�mium, if any, and
intprest on the Bond as the same becomes due and payab�e. The
Issuer shall provide the owner of the Hond with a copy of its
annual budy�t and suCh bther financial iniormation regarding the
Issuer as th� owner o€ the Bond may reasonably request wxthin a
reasanable period of �ime after the request is made. Tt�e Issuc�r
shal.l maintain b�oks of account in accorda�ce with g�nerally
�CC:epted aLCOUnting principles, and shall cause the same to be
audited by a certified public accountant within 1�0 days after the
end of each fiscal pear of the Issuer. The Issuer shall send the
owner �f the Aond a copy of its autiited annual rinancia].
staternents within 20 days after acceptance of the same by the
Issuer. In addition, when the issuer provides the owner a copy of
ity audit, tho Issuer shall provide the vwner a certificate of the
a�cvunlank �+uditing such financial statements stating whether in
..�_ 7129M
t.he course of the accauntant's pceparatipn of such financial
sk�tpments the eccountant became aware of information whiCh lead
t1�c• ac:c;ountant to believe that the issue= aias in default hereunder
or under ttie Bond, and if so, pr�vidinq de�ai ]s of the nature end
exter�t ot such mattecs giving zise to such beliei. The Issuer
herPby covenants that it shall Qrom�tly give�written notice to the
awner of thc E�ond of any event constituting a default undez the
Bor�cl, this Resolution, or any of �he other documents p�lrsuant tv
which the 8ond was issued, or oE any event, which, with the
pas�age of time or the giviny of notice, ar both, wou1Q become
s�ic:h an event of default, or of any litigati.on or pcoeeeding which
ii dete�mi.a�ed adversely to th� Issuer would adversely affect the
sec:urity for the payment of the Bond.
SECTION 20. REMEDIES�,__,OF HONDHp�p�R ShOtild the ISSU�+z
default in any obliqation created by this Resolution or the tiond,
the ownez of the B�nd rnay, in addili.on to any other remeaies set
forth in this Resolut�on or the bond, either at law or in equity,
!ry suit, action, ma�damus oi vther prUCeeding in any coutt of
competent jurisdi.Ction, p�r�tect and enforce any and all rights
under L laws of the State of Florida, or granted or contained in
tt,i.�; Rc:solution, and may enforce and com�el the pezformanGe oi ail
clvtics required by this R�solution, or by any applicabl� statutes
to be p�riormed by the Issuer or by any officer thereof. The
is.^,uer hereby agrees with Lhe owner of the Hond that tbe fiiing vf
ar�.y bankru�tcy ur insolvenc:y i�rocee3inq under any federal or state
2aw by or �gainst the Issuer which is not d7�smissed with prejudice
within 30 days of such fi�ing shall give the owner of the eond the
rig3�t. tv �aercise anp of Che remedies provided to them under th�s
Sec:ti.vn.
SECTION 27,. MQUIFICATION OR AMENDME.j�.�. Except as provi�ed in
l.he n�xt sentence, no modification or amendment of this Kesolution
or of any resolution amendatory hereof or supplemental her�ta may
be mac�e without the consent in writinq of the oWner of the Hond.
�t�is Resolution may be amended, changea, moditied and a�tered
without the consent of the owner of the bond, (i) to cure any
ambiquity, correct �r supplement any provision contained herein
wha.ch may be defec�ive or inc�nsistent with any other provisians
containpd hcrPin, (ii) to provide other changes which will not
adverse]y affect the interests of the owners of the Bpnd, or (iii)
tc, mai.ntain the exclusion of interest an Che Band trom gross
iuc:usne for �ederal income taa purposes.
SF.CTION 22. �DDITIq�,_,��1'iHORIZATIUN. The Mayor, - the Vi2laye
Manayer, the Finance birector and any other proper official of the
lssuer are herebp authorized and directecl to eaecute and de2ivcr
any and all do�uments ant� instruments and to do and to cause to be
c�uue any and a�l acts and thinqs necessary or proper for carrying
out tlze t��ribaetipns contemplated by this ResOlution. �
SECTION 23. EFFECTIVE.. UAZ'�:. This ReSOlution shall take
-8- 7]29M
cEtect inunediately upon its adoi�txon.
THF. FOREGOING RESOLUTION Has otfered by Councilmemb�r
_, Who moved xts adoption. The motion was
securided by Councilmember and tipon veiny
put to a vote, the vote was as follows: �
�S?R�p9P �S''A�SZ �bQP.�'�QL
Tri� Mayoc therevpon declared the Resolution duly ��assed and
adopted tY�is 24th Day of June, 1994.
Mayor of 'requesta
( SEAI, ]
ATTEST:
� Village Clerk
' 7129M
, ,
EXHIBIT "A"
UNITED STATES OF AMER'ICA
STATE OF FLORIDA
VILLAGE OF TEQUESTA
IMPROVEMENT REVENUE REFUNDING BOND,
SERIES 1994
June 24, 1994 �1,365,000.00
-
THE VILLAGE OF TEQUESTA, a municipal corporation organized and
existing under the laws of the State of Florida (the "Issuer"),
for value received, hereby promises to pay, but only from the
� source and in the manner specified herein, to JUPITER TEQUESTA
NATIONAL BANK, Tequesta, Florida (the "Bank"), or to the
registered assignee or successor-in-interest thereof as herein
provided, the principal sum of ONE MILLION THREE HUNDRED
Y SIXTY-FIVE THOUSAND AND NO/100 DOLLARS ($1,365,000) and in like
manner to pay interest on the principal amount hereof remaining
unpaid from time to time from June 24, 1994 as provided below.
The outstanding principal amount of this Bond shall bear
interest at the rate of 6.15� per annum, calculated on the basis
of a 360-day year, consisting of twelve 30-day months, payable on
�[ January 1, 1995, on which date the interest accruing from and
in� cl� ng June �_ 1994, to but not including�LJanuary l, 1995
shall �be due and payable, and on each vJan_ 1 and J� u y
thereafter (each, an "Interest Payment Date"), on which date the
interest accruing from and including the preceding Interest
Payment Date and to but not including such Interest Payment Date
shall be due and payable.
The principal hereof shall be payable in annual installments
due on J_u_l� 1, 1995 and the first day of each J� u�_thereafter, to
and including Jul�l, 2009, on which date all unpaid principal and
interest shall be payable in full, in the amounts and on the dates
�set�forth in the following table:
Ju y 1 Principal Due
1995 $ 55,000.00
1996 60,000.00
1997 65,000.00
1998 70,000.00
1999 75,000.00
2000 80,0OO.OQ
2001 80,000.00
200Z 90,000.00
2003 95,000.00
2004 � 100,000.00
2005 105,000.00
2006 110,000.00
Z007 120,000.00
2008 125,000.00
2009 135,000.00
, .
This Bond is � special obligation of the Issuer secured by a
lien upon and pledge of and payable from, (i) until spent by the
Issuer, the Proceeds (as defined in the hereafter described
Resolution , and ii the Franchise Fees and Occupational License
Taxes as e ine in the hereafter described Resolution). This
Bond is also secured by a lien upon and pledge of and is payable
from the Designated Revenues in the manner and to the extent
provided in the Resolution (as defined hereafter). The Bond does
not constitute a general obligation or a pledge of the faith,
credit or taaing power of the Issuer, the State of Florida or any
political subdivision thereof, within the meaning of any
constitutional or statutory provision or limitation. Neither the
Issuer, the State of Florida nor any political subdivision thereof
shall be obligated or may be required or compelled to (1) exercise
its ad valorem taaing power to pay the principal of this Bond, the
interest hereon or other costs incident hereto, or �2) to pay the
same from any source of revenue of the Issuer other than the
Franchise Fees and Occupational License Taxes or Designated
Revenues. The acceptance of this Bond by the holders from time to
time hereof is deemed an agreement between the Issuer and such
holders that this Bond and the indebtedness evidenced hereby shall
not constitute a lien upon any real or personal property of the
Issuer, but shall constitute a lien only upon the Franchise Fees
and Occupational License Tases and any Designated Revenues, in the
manner provided herein and in the Resolution.
If any date for the payment of principal and interest hereon
shall fall on a Saturday, Sunday or day which is a legal holiday, �
the payment due on such date shall be due on the negt succeeding
day which is not a Saturday, Sunday or legal holiday, but the
Issuer shall not receive credit for the payment until it is
actually made.
For purposes of this Bond, "Prime Rate" shall mean the annual
interest rate announced by Jupiter Tequesta National Bank from
time to time as its "Prime Rate" (which interest rate is only a
benchmark, is purely discretionary and is not necessarily the best
or lowest interest rate charged borrowing customers of Jupiter
Tequesta National Bank). In the event Jupiter Tequesta National
Bank ceases to announce its "Prime Rate," "Prime Rate" shall mean
�the prime rate designatecl by �he Chase Manhattan Bank, N.A.
The rate of interest on this Bond shall be subject to
adjustment, as set forth below:
As used in this Bond,
(1) "Code" means the Internal Revenue Code of 1986, as
amended;
�2) "Maaimum Corporate Taa Rate" means, as of any date of
cletermination, the highest marginal tag rate (eapressed as a
_2_ ?13QM
' . .
decimal) applicable to the taaable income of corporations (as
currently set forth in Section 11 of the Code) without regard
to any increase in tax designated to normalize the rate for
all income at the highest marginal tax rate or to phase out
the benefit of graduated taa rates and impose a flat-tax at a
specified rate (for example, the tax imposed by the last two
sentence of Section 11(b)(1) of the Code as in effect on the
date hereof), which rate on the date hereof is .35;
(3) "Fully Taxable Equivalent" means the Prime Rate
eapressed as a number and not as a percentage (for eaample, if
the "Prime Rate" is nine percent (9$), the Fully Taxable
Equivalent is nine (9));
.(4) "TEFRA Adjustment" means an adjustment equal to the
product of Cost of Funds multiplied by the Maximum Corporate
Tax Rate multiplied by the Preference Reduction Rate;
(5) "Cost of Funds" means the lesser of (i) one hundred
(100) multiplied by a fraction, the numerator of which is
equal to the total interest expense of Jupiter Tequesta
National Bank for the immediately preceding taa year and the
denominator of which is equal to the average total assets of
Jupiter Tequesta National 8ank for the immediately preceding
taa year, as each are reflected in the year-end financial
statements for Jupiter Tequesta National Bank and (ii) the
Federal Funds rate as reported in The Wall Street Journal or,
if it is no longer published, another financial publication of
national circulation selected by the holder hereof; and
(6) "Preference Reduction Rate" means (i) so long as tk�is
Bond is a"qualified taa-eaempt obligation" within the meaning
of Section 265(b}(3) of the Code, the percentage reduction to
be applied to the amount allowable as a deduction under
Chapter I of the Code with respect to any financial
institution preference item (as such term is defined in
Section 291(e) of the Code) (currently. 20�), and (ii) if t�is
Bond is not a qualified taa-eaempt obligation under the Code,
the percentage of the otherwise deductible interest eapense of
• the holder hereof which is allocable to taa-exempt interest
which is nondeductible pursuant to Section 265(b)(1) of the
Code (currently, 100�).
If the Maximum Corporate Taa Rate chanqes from thirty-fi�__
percent (35$), or if this Bond ceases to be a qualified tax-egempt
obligation within the meaning of Section Z55(b)(3) of the Code, or
if the Preference Reduction Rate changes from twenty percent
(20%), the interest rate otherwise borne by this Bond shall be
adjusted to the product obtained by multiplying the interest rate
otherwise borne by this Bond by a fraction, (i) the numerator of
which is equal to the sum of (a) the product of (a) the Fully
Taaable Equivalent multiplied by (y) one (1) minus the Magimum
_3_ 7130M
. .
Corporate Taa Rate in effect as of the date of adjustrnent, plus
(b) the TEFRA Adjustment in effect as of the date of adjustment,
and (ii) the denominator of which is equal to the sum of (a) the
product of the Fully Taxable Equivalent multiplied by (y) one (1)
minus .35, plus (b) 2.03 the TEFRA Adjustment in effect as of the
date of this Bond).
The interest rate otherwise borne by this Bond shall be
adjusted automatically as of the effective date of each change in
the Maaimum Corporate Tax Rate or in the Preference Reduction Rate
based upon the foregoing calculations; provided, however, if this
Hond is not a qualified tax-eaempt obligation within the meaning
of Section 265(b)(3) of the Code on the date of its execution, or
if this Bond at any time subsequent to eaecution no longer
qualifies as such a qualified taa-eaempt obligation, then the
Preference Reduction Rate shall be adjusted as of the date of
eaecution of this Bond or as of such subsequent date, as the case
may be, and any additional interest due as a result of such
retroactive adjustment shall be paid on the next Interest Payment
Date after the holder shall have notified the Issuer in writing of
the eaistence of the liability and the amount thereof, and shall
be in addition to all other interest payable on such date.
If for any reason the interest on this Bond becomes includable
in the gross income of the holder for Federal income taa purposes
(an "Event of Taaability"), the interest rate otherwise borne by
this Bond shall be revised to a rate equal to the Prime Rate
adjusted daily on the date changes in the Prime Rate are
announced, effective from the earliest date as of which the
interest on this Hond was included in the gross income of the
holder for Federal income taa purposes. In addition to the
foregoing, the Issuer shall pay any additions to taa, penalties
and interest, and any arrears in interest imposed upon the holder
on account of an Event of Taaability. All such additional
interest, additions to taa and penalties� shall be paid on the next
Interest Payment Date after the holder shall have notified the
Issuer in writing of the eaistence of the liability and the amount
thereof, and shall be in addition to all other interest payable on
such date.
� Any payment of principal of or interest hereon not paid when
due shall bear interest from the due date until paid at the lesser
•of 1$% per annum or the highest rate of interest allowed by
applicable law.
This Bona represents the entire issue of bonds of�the Issuer
designated as "Village of Tequesta, Florida, Improvement Revenue
Refunding Bond, Series 1994", issued in the aggreqate principal
amount of $1,365,000 under and pursuant to the Constitution and
laws of the St of Florida, particularly Chapter 166, Florida
Statutes, Article VIII, Section 2,-Florida Constitution and a '
resolution of the Issuer adopted on June 23, 1994 (the
-4- 713QM
� .
"Resolution"). A copy of the Resolution is on file at the office
of the,Village Clerk of the Issuer and reference is made to the�
Resolution for a more complete description of, among other things,
the te�ms and security for this Bond, the rights and remedies of
the holders of this Bond and the rights, duties and obligations of
�the Issuer, and the holder hereof by the acceptance of this Bond,
consents and accepts that this Bond shal� be subject to all
provisions of the resolution.
The payment of the principal of, premium, if any, and interest
on this Bond is secured solely by and payable from an irrevocable
lien on and pledge of the Pledged Revenues and the Proceeds, all
as more particularly described in the Resolution. The ien o the
holder of this Bond on the Pledged Revenues shall be senior and
prior to the liens of the holders of any and all other obligations
of the Issuer which are payable, in whole or in part, from the
Pledged Revenues, regardless of whether such other obligations are
issued or incurred simultaneous with or subsequent to the issuance
of this eond.
The principal of, interest on and any other payments due
hereunder shall be payable in any coin or currency of the United
States of America which, at the time of payment, is legal tender
for the payment of public and private debts and shall be made by
bank wire, bank transfer, check or draft tp the holder hereof at
250 Tequesta Drive, Tequesta Florida 33469 or such other address
as the holder hereof provides to the Village Clerk in writing.
This Bond is and shall have all the qualities and incidents of
a negotiable instrument under the laws of the State of Florida.
The ownership of this Bond is transferable only upon the written
record of ownership maintained by the Issuer, and only upon the
consent of the Issuer, which consent will not be unreasonably
withheld.
Upon �thirtv (30) days prior written notice to the holder
hereof, this Bond is subject to prepayment in whole or in part (in
mu2tiples of $50,000) at any time prior to maturity, upon paymen�
in each case of an amount equal to the principal amount of this
.Bond to be prepaid, together with interest accrued on such
�principal amount to such date. In the event of any partial
prepayment of this Bond, each partial payment shall be applied
first to accruea interest hereon, and then to the principal
installments' due hereon in the inverse order of their due dates.
In addition, in the event that the prepayment is made prior to
June 2, 2008, the prepayment price shall include a premium
calculated in accordance with the following formula:
Premium = The resent value as of the re a ent date of
.0731 - A a B a C but not less t an zero , aiscounted from June
l, 2009 to the prepayment date usinq A as e iscoun ra e an
assuming semi-annual compounding on the basis of a 360-aay year
consisting of twelve thirty-day months, where A, B and C have the
following meanings:
_5_ 7130M
� +
� � The Y bid-side yield of the U. S. Treasury Note with a
maturity closest to June 1, 2009, as quoted by ThP Wa ree
Journal (or if The Wall Street Journal is no longer published,
another financial journal of national circulation selected by the
Holder) on the date thirtv days (or the next day on which quoted)
befare the payment date, expressed as a decimal.
� B = Principal amount prepaid.
� C- Number of days from the date of pre-payment to June 1,
2009, divided by 360 days.
The prepayment penalty shall be calculated by the holder of
this Bond, and a certificate of the holder of this Bond setting
forth the amount and calculation of such premium shall be
delivered to the Issuer, and in the absence of manifest error,
shall be conclusive and binding as to the amount of the prepayment
premium.
If the Issuer (i) fails to pay any installment of principal of
or interest on this Bond when due, or (ii) if an Event of
Hankruptcy (as defined below) shall have occurred, then an event
of default shall be deemed to have occurred, and all unpaid
principal hereof and accrued interest hereon shall thereupon or
thereafter, at the option of the holder hereof, upon written
notice to the Village Clerk of the Issuer, become and be
immediately due and payable.
An "Event of Bankruptcy" shall mean the dissolution or
liquidation of the Issuer, or the filing by the Issuer of a
voluntary petition in bankruptcy, or the commission by the Issuer
of any act of bankruptcy, or adjudication of the Issuer as a
bankrupt, or assignment by the Issuer for the benefit of its
creditors, or appointment of a receiver for the Issuer, or the
entry by the Issuer into an agreement of composition with its
creditors, or the approval by a court of competent jurisdiction or
a petition applicable to the Issuer in any proceeding for its
reorganization instituted under the provisions of the United
States Bankruptcy Code, as amended, or under any similar act in
;any jurisdiction wh?ch may now be in effect or hereafter enacted.
No covenant or agreement contained in this Bond or the
Resolution shall be deemed to be a covenant or,agreement of any
officer, member, agent or employee of the Issuer in his or her
individual capacity, ana no such officer, member, agent or
employee shall be liable personally on this Bond or be subject to
any personal liability or accountability by reason of the issuance
of this Bond.
It is hereby certified ana recited that all acts, conditions
and prerequisites required to eaist, to happen and to be performed
precedent to and in connection with the issuance of this Bond,
eaist, have happened and have been performed in regular and due
_6_ 7130M
, ,
form and time as required by the laws and Constitution of the
State of Florida applicable hereto, and that the issuance of this
8ond does not violate any constitutional or statutory limitations
or grovisions.
IN WITNESS WHEREOF, the Issuer has issued this Bond and caused
this Bond to be signed in its name and on its behalf by the manual
signature of its Mayor and its seal impressed hereon and attested
by the manual signature of the Village Clerk, as of the 2_9th day
of June, 1994.
, VILLAGE OF TEQUESTA, FLORIDA
[SEAL]
By:
Mayor
Attest:
Village Clerk
-7- 7130M
, ,
FORM OF ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto the within Bond
and all rights thereunder, and hereby irrevocably constitutes
and appoints attorney to
transfer the within Bond in the books kept by the Issuer for the
registration thereof, with full power of substitution in the
premises.
Registered Owner
Dated:
SOCIAL SECURITY NUMBER OR
FEDERAL IDENTIFICATION
NUMBER OF ASSIGNEE
_g_ 7130M
, �
2.
CFRTIFIGAT'E OF TRUE COPY
I, the undersiqned Village Clerk of Village of Tequesta,
Florida, DO HEREBY CERTIFY that attached hereto is a true and
correct copy of the Village Chnrter as in effect this date.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 24th
..—_
day of June, 1994.
By:
Village Clerk
`
7128M
. ,
' 3.
C�RTIFTC-ATE OF TRUE COPY
I, the undersigned Village Clerk of Village of Tequesta,
Florida, DO HEREBY CERTIFY that attached hereto are true and
correct copies of Ordinances No. 14 155, 331, 385 and 463, of
Article II of Chapter 11 of the Code of Ordinances, an o e
Franchise Foz Recycling Collection Services, as amended, with
Nichols Sanitation, Inc., as in effect on the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 24th _
day of June, 1994.
By:
Village CZerk
7128M
Y •
$1,3.�000
VILLAGE OF TEQUESTA, FLORIDA,
IMPROVEMENT REVENUE REFUNDING BOND,
5ERIES 1999
ESCROW DEPOSIT A . _FMFNT
THIS ESCROW DEPOSIT AGREEMENT (this "Agreement"), is dated
as of June 24,_.1994, and is by and between VILLAGE OF TEQUESTR,
FL�RIDA, a political subdivision of the State of Florida, and its
successors and assigns (the "Issuer"), and The Bank of New York
Trust Company of Florida, N.A., having its primary corporate trust
office in Jacksonville, Florida, a national banking association,
as escrow agent, and its successors and assigns (the "Escrow
Agent").
�TITNESSETH:
WHEREAS, the Issuer has heretofore issued $910,000 aqgregate
principal amount of its Improvement Revenue Bonds, Series 1979,
dated October 1, 1979, af which �580,OOQ are currently outstanding
(the "Refunded Bonds"); and
WHEREAS, the Issuer has determined to pr�vide for the
payment of the Refunded Bonds by issuing its $1,3fZ5, aggregate
principal amount Improvement Revenue Refunding Bond, Series 1994
(the "Refunding Bonds"�; and
WHEREAS, a portion of the proceeds derived from the sale of
;the Refunding Bonds will, together with certain moneys currently
held by the Issuer in the Sinking Fund �for the Refunded Bonds, be
d with the Escrow A ent hereunder, which amount, without
— —�—
re ard to investment earnin s thereon, has been �etermined y e
Issuer to be sufficient to pay when ue the principal, redemption '
premium, and interest on the Refunded Bonds; and
WHEREAS, in order to provide for the proper and timely
application of the moneys deposited in the trust createcl herein to
the payment of the Refunded Bonds, it is necessary for the Issuer
to enter into this Escrow Deposit Agreement with the Escrow Agent
on behalf af the holders from time to time of the Refunded Bonds;
� HOW, THEREFORE, in consideration of the foregoing and the
mutual covenants herein set forth and in order to secure the
payment of the principal of, premium, and interest on the Refunded
B.onds, according to their tenor and effect, the Issuer does by
these presents hereby deliver to and give, grant, assign and
pledge to the Escrow Agent and to its,successors in the trust
hereby created, and to it and its assigns fozever, all and
singular the property hereinafter described, to wit:
� I.
All right, title, and interest of the Issuer in and to
�613,640.00 deposited by or on behalf of the Issuer with the
Escrow Agent hereunder.
II.
All right, title, and interest of the Issuer in and to the
�j'i.nvestments purchased w�ith the moneys described in Clause I above.
III.
All right, title, and interest of the Issuer in and to all
cash balances held from time �to time hereunder and all incocne and
earnings derived from or accruing to the investments described
in Clause II above. '
IV.
All (i) property which is by the eapress provisions of this
Agreement required to be subject to the pledge hereof and
(ii) additional property of every kind and nature that may, from
time to time hereafter, by delivery or by writing of any kind, be
conveyed, pledged, assigned, or transferrecl as and for additional
security hereunder or to be subject to the pledge hereof, by the
Issuer or by anyone in its behalf, and the Escrow Agent is hereby
authorized to receive the same at any time as additional security
hereunder, provided that no property described in (ii) shall be
'•accepted b� the Escrow Agent unless the Escrow Agent shall receive
an opinion of nationally recognized bond counsel to the effect
that such acceptance will not cause the interest on the Refunded
Bonds and Refunding Bonds to be included in thg gross income of
the holders thereof for federal income tas purposes.
?O HAVE AND TO H4LD, all ancl the same, forever;� in trust
nevertheless, upon the terms•and trusts herein set forth, for the
equal and proportionate benefit,� security and protection, as
herein described, of the holders or owners from time to time of
the Refunded Bonds in the �manner herein provided; but if the
Refunded Bonds shall be fullp and promptly paid when due or
redeemed in accoraance with the terms thereof and hereof, then
this Agreement shall be and become void and of no further force
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and effect, otherwise the same shall remain in full force and
effect, and upon the trusts and subject to the covenants and
conditions hereinafter set forth.
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. All terms used in capitalized
form herein and not otherwise defined herein shall have the
meanings ascribed to them in the Bond Resolution. In addition to
words and terms elsewhere defined in this Agreement, as used
herein, unless some other meaning is plainly intended, the
following terms and phrases shall have the following meanings:
"Bond Resolution" means Resolution No. 16-93/94 of the Issuer
adopted June 23.__1994, authorizing the issuance of the Refunding
Bonds.
"Escrow Depo.sit Trust Fund" means the fund so designated and
established under Section 2.01 of this Agreement.
"Emerald Fund" means the money market fund sponsored by
Barnett Banks Trust Company, N.A., and known as its "Emerald Fund."
"Paying Agent" means The Bank of New York Trust Company of
Florida, N.A. as agent for Barnett Hanks Trust Company, N.A. or
such other paying agent for the Refunded Bonds as may be appointed
by the Issuer from time to time.
"Refunded Bond Resolution" means Resolution No. 10-78/79,
adopted by the Issuer July 24, 1979, as amended and supplemented
by Resolution No. 6-79/80, adopted February 26, 1980, Resolution
No. 5-79/80, adopted March 10, 1980 and Resolution No. 9-79/80,
adopted March 10, 1980.
Section 1.02. Uses of Phrases. Words af the masculine
•gender shall be deemed and construed to include correlative words
'of the feminine and neuter genders. Unless the conteat shall
otherwise indicate, words importing the singular number shall
include the plural number and vice versa.
ARTICLE II
FST�qj,T $F�j�j'p Qg g�jDS : FLOW OF FUNDS
Section 2.01. Creation of Escrow Deposit Trust �'und. There
is hereby created and established with the Escrow Agent a special
and irrevocable trust fund designated the "Escrow Deposit Trust
Fund" to be held in the custody of the Escrow Agent separate and
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apart from other funds of the Issuer or the Escrow Agent. The
Escrow Deposit Trust Fund shall be the same fund r.equired to be
established by the Issuer pursuant to the Refunded Bond Resolution
and referred to therein as the "Sinking Fund."
Section 2.02�. Deposit to Escrow Deposit Trust Fund.
Concurrently with the eaecution of this Agreement the Issuer has
deposited or caused to be deposited with the Escrow Agent and the
Escrow Agent acknowledges receipt of immediately available moneys
in the amount of 613 640.00 consisting of $390,434.00 proceeds
of the Refunding Bonds, 90,000.00 of available un s of the
Issuer and $183,206.00 transferred from the Sinking Fund for the
Refunded Bonds, for deposit in the Escrow Deposit Trust Fund. The
funds deposited in the Escrow Deposit Trust Fund pursuant to the
preceding sentence shallYbe immediately invested by the Escrow
Agent in the Emerald Fund.
Section 2.03. Application of Escrow Deposit Trust Fund.
The Escrow Agent shall apply theYmoneys deposited in the Escrow
Deposit Trust Fund, together with all income and earnings thereon,
in accordance with the provisions hereof. The Escrow Agent shall
not invest any moneys held hereunder�eacept as provided in this
Agreement.
Section Z.04. Irrevocable Trust Cr�ated. Ea�ept as
eapressly provided herein, the deposit ofymoneys in the Escrow
Deposit Trust Fund shall constitute an irrevocable deposit for the
benefit of the holders of the Refunded Bonds and the holders of
the Refunded Bonds s�all have an eapress lien on the principal of
and earnings on the moneys held in the Escrow Deposit Trust Fund
hereunder until applied in accordance with this Agreement. The
�inoneys shall be held in trust by the Escrow Agent and used only
for the purposes and in the manner provided in this Agreement.
Suchvtnoneys in the Escrow Deposit Trust Fund have been calculated
on behalf of the Issuer to provide sufficient moneys to pay the
principal of, redemption premium, and interest on the Refunded
Bonds, as more particularly described on Schedule �_
: Section 2.05. Reaemption of Refunded Bonds. The Issuer has
irrevocably called the Refunded Bonds maturing on October l, 2004
fot redemption on August� 1994.
Section 2.06. Use of Moneys in Escrow Deposit Trust Fund.
�The Escrow Agent shallyon August 1, 1994 transfer from the Escrow
�Beposit Trust Fund to hthe Paying Agent amounts sufficient to pay
the principal of, premium, if any, and interest due on such
Refunded Honds on each such date, as the case may be, as shown on
Schedule� Such amounts shall be applied by the Paying Agent to
the payment of all principal of, interest on, �nd redemption
premium, if any, when due with respect to the Refunded Bonds for
the equal and ratable benefit of the holders and registered owners
� of the Refunded Bonds.
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Section 2.07. Transfer of Funds After All Payments Required
by This Agreement Are Made. After all the principa� of, interest
on, and redemption premium, if any, with respect to the Refunded
Bonds has been paid in full, all remaining moneys�ogether with
any income and interest thereon, in the Escrow Dep�sit Trust Fund
shall fi=st be applied to the payment of any outstanding and
unpaid fees and expenses of the Paying Agent and the Escrow Agent,
pro rata if necessary, and then shall be transferred to the Issuer
by the Escrow Agent and shall be used by the Issuer in the
following order of priority (i),if any Refunding Honds shall be
outstanding, to pay principal and interest on such Refunding
Bonds, and (ii) otherwise, for any lawful purpose of the Issuer
authorized by a written opinion of nationally recognized bond
counsel. The Escrow Agent shall have no responsibility for the
application of amounts transferred by it to the Issuer as provided
above.
Section 2.08. Deficiencies. If at any time it shall appear
to the Escrow Agent that the available proceeds in the Escrow
Deposit Trust Fund will not be sufficient to make any payment when
due to the holders of any of the Refunded Bonds, the Escrow Agent
shall immediately notify the Issuer by telephone or other
telecommunication device, promptly confirmed in writing, and the
Issuer agrees that it will make available to the Escrow Agent,
from legally available funds, if any, amounts sufficient to
eliminate the anticipated deficit so that the Escrow Agent will
have sufficient funas to make such payment on the Refunded Bonds.
The Escrow Agent shall not be required to determine the
sufficiency of amounts on deposit in the Escrow Deposit Trust Fund
to make any required payments.
Section 2.09. Escrow Agent and Payinq Aqent Fees. The
Escrow Agent is receiving a fee from the Issuer of 350.00 for
performing its obligations hereunder. The Issuer hereby agrees to
provide for the payment from available funds of the Issuer of the
compensation due the Paying Agent, which compensation shall be
paid at such times and in such amounts as agreed between the
Issuer and the Paying Agent. Prior to payment in full of the
�Refunded Bonds, in no event shall the Paying Agent or Escrow Agent
have any lien, security interest or right of set-off whatsoever
upon any of the moneys or investments in the Escrow Deposit Trust
Fund for the payment of such compensation, or f or the
reimbursement of any eapenses incurred by the Paying Agent or
Escrow Aqent in connection with this Agreement.
Section 2.10. Notice of Refunding. The Issuer hereby
directs the scrow Agent to, on or before July 1, 1994, (i) cause
to be published, on behalf of the Issuer, on in a financial
journal published in the Horough of Manhattan, City and State of
New York a notice of redemption of the Refunded Bonds, which
notice shall be in substantially the form attached hereto as
Eahibit "1", (ii) mail a copy of the notice to the 1984 Paying
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f T
Agent, (iii) mail a copy of the notice, first class mail postage
prepaid, to all registered owners of the Refunded Bonds. The
Issuer hereby agrees to pay all costs of the Escrow Agent incurred
in connection with this Section 2.10. The Issuer hereby directs
the Pa�•ing Agent to make availa e o the Escrow Agent the name
and addresses of all registered owners of the Refunded Bonds to be
redeemed to enable the Escrow Agent to comply with the foregoing
notification requirements.
Section 2.11. Paying Agent. The Escrow Agent shall
cooperate with the Paying Agent to cause necessary arrangements to
be made and thereafter continued whereby funds shall be made
available by the Escrow Agent to the Paying Agent for the payment
of the Refunded Bonds as the same shall become due and payable.
ARTICLE III
CONCERNING THE ESCROW AGENT
Section 3.01. Appointment of Escrow Agent. The Issuer
hereby appoints The Bank .of New York Trust Company of Florida,
N.A., Jacksonville, Florida as Escrow Agent under this Agreement.
Section 3.02. Acceptance by Escrow Agent. By execution of
this Agreement, the Escrow Agent accepts its duties and
obligations hereunder.
Section 3.03. Liability of Escrow Agent. The Escrow Agent
shall not be liable in connection with the performance of its
duties hereunder eacept for its own gross negligence or willful
misconduct. The Escrow Aqent shall not be liable for any loss
resulting from any investment made pursuant to the terms and
provisions of this Agreement.
The Escrow Aqent shall not be liable for the accuracy of the
calculations as to the sufficiency of moneysyto pay the Refunded
Bonc3s. The Escrow Agent shall not be liable for any deficiencies
in the amounts necessary to pay the Refunaed Bonds caused by such
'•calculations. The Escrow Agent shall not be liable for any
insufficiency of amounts held in the Escrow Deposit Trust Fund to
pay principal, premium and interest on the Refunded Bonds�so long
as the Escrow Agent complies with the terms and provisions of this
Agreement.�
The Escrow Agent shall keep such books and records as shall be
consistent with prudent industry practice and shall make such
books and records available� for inspection by the Issuer at all
reasonable times. In he event of the Escrow Agent's failure to
account for any of the�moneys received by it, said�moneys shall be
and remain the propertp of the Issuer in trust for�the holders of
the Refunded Bonds, as herein provided, and if for any reason such
^moneys are not properly applied by the Escrow Agent� as herein
��
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provided, the Escrow Agent shall be liable to the holders of the
Refunded Bonds for the ambunt thereof, and only the amount
thereof, until the required application shall be made.
Section 3.04. Permitted Acts. The Escrow Agent and its
affiliates may become the owner of or may deal in any obligations
of the Issuer described herein as fully and with the same rights
as if it were not khe Escrow Agent.
Section 3.05. Resignation of Escrow Agent. The Escrow
Agent at the time acting hereunder may at any time resign and be
discharged from the trusts hereby created by giving not less than
siaty (60� days' written notice to the Issuer, but the Escrow
Agent shall remain in office until the appointment and takinq
office of a successor Escrow Agent in accordance with the
provisions of this Agreement.
Section 3.06. Removal of Escrow Agent.
(a) The Escrow Agent may be removed at any time if the
holders of a majority in aggregate principal amount of the
Refunded Bonds then outstanding file a request for removal in
writing with the Issuer, but the Escrow Agent shall remain in
office until the appointment and taking office of a successor
Escrow Aqent in accoraance with the provisions of this Agreement.
A copy of any such Bondholders' request shall be delivered by the
Issuer to the Escrow Agent.
(b) The Escrow Agent map also be removed at any time for any
breach of trust or for any violation of this Agreement by a court
of competent jurisaiction upon the application of the Issuer or
the holders of not less than fifty percent (50�) in aggregate
principal amount of the Refunded Honds then outstanding.
(c) The Escrow Agent shall be deemed to have been removed if
it is dissolved, becomes incapable of eaercising the powers of
Escrow Agent hereunder or is taken over by any governmental action.
: Section 3.07. Successor Escrow Agent.
(a) When the position of the Escrow Agent becomes or is about
to becorne vacant, the Issuer shall appoint a successor Escrow
Agent to fill such vacancy, and shall notify the •1984 Paying Agent
of the successor.
(b) If no appointment of a successor Escrow Agent shall be
ma8e pursuant to the foregoing provisions of this Section, the
holder of any Refunded Bond then outstanding may, or any Escrow
Agent retiring or being removed from office shall, apply to any
court of competent jurisdiction to appoint a successor Escrow
Agent. Upon the deposit by the retiring Escrow Agent of all funds
and securities held bp it under the provisions hereof into the
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registry�of such court, such Escrow Agent shall be relieved of all
future duties hereunder.
Section 3.08. Receipt of Proceedings. Receipt of true and
correct copies of the Refunded Bond Resolution and the Bond
Resolution is hereby acknowledged by the Escrow Agent, and
reference herein to or citation herein of any provision of said
document shall be deemed to incorporate the same es a part hereof
in the same manner and with the same effect as if.it were fully
set forth herein.
ARTICLE IV
MISCELLANEOUS
Section 4.01. Amendments to this Agreement. This Agreement
is made for the benefit of the Issuer and the holders from time to
time of the Refunded Bonds and it shall not be repealed, revoked,
altered or amended without the written consent of all such
holders, the Escrow Agent and the Issuer; provided, however, that
the Issuer and the Escrow Agent, may, without the consent of, or
notice to, such holders, enter into such agreements supplemental
to this Agreement as shall not adversely affect the exclusion from
gross income for federal income taa purposes of the interest on
the Refunded Boncls and the Refunding Bonds and the rights _of such
holders and as shall not be inconsistent with the terms and
provisions of this Agreement, for any.one or more of the following
purposes:
(a) to cure any ambiguity or formal defect or omission
in this Agreement;
(b) to grant to, or confer upon, the Escrow Agent for
the benefit of the holders of the holders of the Refunded
Bonds, any additional rights, remedies, powers or authority
that may lawfully be granted to, or conferred upon, such
. holders or the Escrow Agent; and
(c) to subject to this Agreement additional funds,
securities or properties.
The Escrow Agent shall be entitlea to rely eaclusively upon an
unqualified opinion of Moyle, Flanigan, Ratz, FitzGerald &
Sheehan, P.A. or other nationally recognized bond counsel with
respect to compliance with this Section, including the extent, if
any, to which any change, modification, addition or •elimination
affects the riqhts of the holders of the Refunded Honds, or that
any instrument eaecuted hereunder complies with the conditions and
. provisions of this Section. -
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Section 4.OZ. Severability. If any one or more of the
covenants or agreements provided in this Agreement should be
determined by a court of competent jurisdiction to be contrary to
law, such covenant or agreement shall be deemed to be separate and
shall in no way affect the validity of the remaining provisi�ns of
this Agreement.
Section 4.03. Agreement einding. All the covenants,
promises and agreements in this Agreement contained by or on '
behalf of the Issuer or by or on behalf of the Escrow Agent shall
bind and inure to the benefit o-f their respective successors and
assigns, and to the benefit of the holders of the Refunded Bonds,
whether so expressed or not. Any corporation or association into
which the Escrow Agent may be converted or merged, or with which
it may be consolidated, or to which it may sell or transfer its
trust business and assets as a whole or substantially as a whole,
or any corporation or association resulting from any such
conversion, sale, merger, consolidation or transfer to which it is
a party, shall be and become successor Escrow Agent hereunder and
vested with all the trusts, powers, discretions, immunities,
privileges and all other matters as was its predecessor, without
the eaecution or filing of any instrument or any further act, deed
or conveyance on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.
Section 4.04. Termination. This Agreement shall terminate
when all transfers and payments required to be made by the Escrow
Agent under the provisions hereof shall have been made.
Section 1�4-` Governing Law. This Agreement shall be
governed by the applicable laws of the State of Florida.
Section �4.06. E=ecutian by Counterparts. This Agreement
may be eaecute d� several counterparts, each of which shall be
regarcled for all purposes as an original, end all of which,
together, shall constitute ana be but one and the same instrument.
Section 4.07. Potices. Any notice, demand, direction,
'request or other instrument authorized or required by this
Agreement to be given shall be deemed sufficiently given on the
day sent by registered mail, return receipt requested, addressed
as follows or to such other address furnished in writinq by any of
the following to all of the following:
If to the Issuer: Village of Tequesta, Florida
357 Tequesta Drive
Tequesta, Florida 33469
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If to the Escrow Agent: The Bank of New York Trust Company
of Florida, N.A.
Towermarc Plaza
10161 Centurion Parkway
Jacksonville, Florida 32256
IN WITNESS WHEREOF, the Issuer and the Escrow Agent have
duly eaecuted this Agreement as of June 29, 1994.
VILLAGE OF TEQUESTA, FLORIDA
(SEAL)
ATTEST: By;
Mayor
Village Clerk
THE HANK OF NEW YORK TRUST COMPANY
OF FLORIDA, N.A.
By:
Its
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7163M/11
SCHEDULE A
. �_
REFUNDED BONDS
DEBT SERVICE SCHEDULE
Redemption
Date Interest Price* Total
8/O1/94 � 16,240.00 �597,400.00 $613,640.00
* Principal amount $580,000 plus premium (103%) of $17,400.
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7163M/12
EXHIBIT 1
NOTICE OF REDEMPTION
VILLAGE OF TEQUESTA, FLORIDA,
IMPROVEMENT RE'JENUE BONDS, SERIES 1979
DATED , 1994
NOTICE IS HEREBY GIVEN that all $580,000 principal
amount of the Bonds of the above issue currently outstanding and
maturing on October 1, 2004 are hereby called for payment and
redemption on August 1, 1994 (the "Redemption Date") at a
redemption price of l�f the face value thereof, plus accrued
interest thereon to the Redemption Date. The Bonds to be redeemed
have the following maturities, CUSIP Numbers, and interest rates:
Maturity
tOctober 1) CUSIP* Interest Rate
2004 8.40$
The Bonds so called for redemption should be presented for
payment and redemption at the principal office of The Bank of New
York Trust Company of Florida, N.A., (insert
address) on or after August_,3„�1994, and will cease
to bear interest after that date, whether or not so presented.
4 �
7163M/13
[withholding of 31� of gross redemption proceeds of anX
payment made within the United States may be required by the
Interest and Dividend Taa Compliance Act of 1983 unless the Paying
Agent has the correct taapayer identification number (social
security or employer identification number) or e�emption
certificate of the payee. Please furnish a properly completed IRS
Form W or exemption certificate or equivalent when presenting
your securities for redemption.]
Dated this day of , 1994.
Hy: THE BANK OF NEW YORK TRUST
COMPANY OF FLORIDA, N.A., escrow ageat
* CUSIP numbers are included solely far the convenience of the
Owners. Neither the Issuer nor the Escrow Agent shall be
responsible for the selection or use of the CUSIP numbers nor is
any representation made as to the correctness of the CUSIP numbers
indicated in this Redemption Notice.
TNSTRUGTIONS TO ESCROW AGENT
This Notice must be published by the Escrow Agent on behalf of
the Issuer and filed with the Paying Agent, all as provided in
Section 2.11 of the Escrow Deposit Agreement.
'. �
7131M 4.
�1, 36_ 00
VILLAG.E OF TEQUESTA, FLORIDA
IMPROVEMENT REVENUE REFUNDING BOND
SERIES 1994
GEN$RAL CERTIFICATE OF THE ISSUER
We, the undersigned Mayor (the "Mayor") and Village Clerk
("Clerk") of the.Village of Tequesta, Florida (the "Issuer"), DO
HEREBY CERTIFY as follows:
1. We are the qualified and acting Mayor and Village Clerk
of the Issuer.
2. The following is a correct listing of the names of the
members of the Village Council of the Issuer, and the dates of
eapiration of their respective terms of office:
Eapiration .
Name and Position of Term
Ron T. Mackail March, 1996
Mayor
William E. Burckart March, 1996
Vice-Mayor
Earl L. Collings March, 1995
Joseph Capretta March, 1996
Elizabeth A. Schauer March, 1995
3. Al1 of the above members of the Village Council have duly
filed their oaths of office and such of them as are required by
law to file bonds or undertakings have duly filed such bonds or
undertakings in the amount and manner required by law.
4. Jones, Foster, Johnston & Stubbs, P.A. are the duly
appointed Attorneys for the Issuer and accordingly are entitled to
sign opinions anti other documents pertaining to the Village
Council, the Issuer, and the Issuer's �1,365 Improvement
Revenue Refundinq Bond, Series 1994 (the "Bond"). The law firm of
Moyle, Flanigan, Ratz, FitzGerald ��Sheehan, P.A., is bond counsel
for the Issuer, and accordingly is entitled to sign opinions and
other documents as bond counsel.
. ,
5. The Mayor has signed the Bond by his manual signature,
and the manual signature appearing on the Bond and the manual
signature at the end of this certificate are each the true and
lawful signature of the Mayor.
6. The seal of the Issuer was impressed upon the Bond, and
attested by the manual signature of the Clerk. Such seal and
signature appearing on the Bond and the manual signature of the
Clerk and the impression of the seal of the Issuer at the end of
this certificate constitute the true and lawful seal of the Issuer
and the signature of the Clerk, respectively.
7. The Bond, as eaecuted and delivered, is in the form
approved by the Village Council in Resolution No. 16-93/94 (the
"Resolution").
�
8. The Issuer has authorized by all necessary action the
adoption and due performance of the Resolution and the execution,
delivery and due performance of the Bond and, to the best of our
knowledge, any and all such other agreements and documents as may
be requirea to be eaecuted, delivered and received by the Issuer
to carry out, give effect to and consummate the transactions
contemplated by the Resolution.
9. No litigation is pending or, to our knowledge,
threatened, in or before any agency, court or tribunal, state or
federal (i) to restrain or enjoin the issuance, delivery or
validity of the Bond or (ii) in any way contesting or affec�ing
the validity of the Hond or the Resolution or the application of
the proceeds of the Bond, or the levy or collection or
distribution of the Franchise Fees or Occupational License Fees
and any other amounts pledged to repayment of the Bond, or the
pledge thereof as security for the Bond, or (iii) contesting the
power of the Issuer or any authority for the issuance of the Bond
or the adoption of the Resolution or the approval, eaecution,
validity, or. enforceability of any agreements with respect -
thereto, or (iv) contesting the tax-eaempt status of interest on
the Bond.
•� 10. No litigation is pending or, to our knowledge,
threatened, (i) against the Issuer or involving any of the
property, assets or operations under the control of the Issuer
which involves the possibility that a judgment or liability, not
fully covered by insurance ,or adequate estab�ished reserves, may
be entered or imposed against the Issuer or which may result in
any material adverse change in the business, properties, assets or
in the condition, financial or otherwise, of the Issuer, and (ii)
which would reasonably be anticipated to have a material and
adverse effect upon the security provided for the Bond pursuant to
the Resolution.
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11. No litigation is pending or, to our.knowledge, threatened
to contest the creation, organization, existence or corporate
powers of the Issuer, or of the Village Council, or the title to
office of its present members, or the members at any time material
to the issuance of the Bond, or of any other officer of the Issuer.
12. The eaecution, delivery, receipt and due performance of
the Hond and the other agreements contemplated by the Resolution,
under the circumstances contemplated thereby and the Issuer's
compliance with the provisions thereof (i) to the best of our
knowledge will not conflict with or constitute on the Issuer's
part a breach of or a default under any eaisting constitutional
provision, law, court or administrative regulation,. decree or
order or (ii) will not conflict with or constitute on the Issuer's
part a breach of or a default under any agreement, indenture,
bond, note, lease or other instrument to which the Issuer is
subject or by which the Issuer is or may be bound, and to the best
of our knowledge no event has occuzred and is contintiing which
with the passage of time or the giving of notice, or both, would
constitute a default or event of default under any such
instrument, nor will such eaecution, delivery, adoption, or
compliance result in the creation or imposition of any lien,
charge oz other security interest or encumbrance of any nature
whatsoever upon any of the property or assets of the Issuer except
as provided by the Bond and the Resolution.
13. The undersigned have not, and to the best of their
knowledge no members of the Village Council have, while meeting
together with any other member or members of the Village Council
other than at public meetings of the Village Council, reached any
conclusion as to the actions taken by the Village Council with
respect to the Hond, the security therefor, or the application of
the proceeds therefrom, or any other material matters with respect
to the Bond.
14. The undersigned do not, and to the best of their
knowledge and belief no member of the Village Council does, have
or hold any employment or contractual relationship with any
•.business entity which is purchasing the Bond f rom the Issuer
eacept as fully and fairly disclosed in compliance with the
provisions of Section 112.3143, Florida Statutes.
15. The Issuer has not been in default at any time after
December 31, 1975 as.to principal or interest with respect to any
obligations issued or guaranteed by the Issuer or a predecessor of
the Issuer.
16. All financial information provided by the Issuer to
Jupiter Tequesta National Bank was and is accurate and complete.
The Village has the requisite power and authority to adopt the
Resolution, issue the Bond and pledge and assign the Pledged
Revenues to the payment of the Bond. The Issuer has now and
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, .
eapects that it will have in the future sufficient lawfully and
contractually available non-ad valorem revenues ta pay debt
service on the Bond in the event the Issuer does not collect the
amount of Franchise Fees and Occupational License Fees required
under the Resolution. The ordinances relating to the levy and
collection of the Franchise Fees and Occupational License Fees
(collectively, the "Ordinances") have been duly enacted by the
Issuer, remain in full force and effect and are legal, valid and
binding ordinances of the Issuer. There is no pledge of the
Franchise Fees or Occupationel License Fees, or any o er amoun_s
pledged for repayment of the Bonds e�cept fo the pledge with
respect to the Issuer's �910,000 aggregate principal amount of
Improvement Revenue Bonds, Seri,es 1979, dated October 1, 1979, of
which $580,000 are currently outstanding, which are to be paid
with a portion of the proceeds derived from the sale of the Bond.
17. The issuer hereby certifies that the interest rate on the
Bond does not eaceed the maximum rate permitted pursuant to
Section 215.84, Florida Statutes.
IN WITNESS WHEREOF, we have hereunto set our hands and the
official seal of the Issuer, and have indicated our respective
official titles, all as of the 24th day of June, 1994.
Signature offic�a� Title
Mayor
Ron T. Mackail
Village Clerk
Joann Manganiello
(Official Seal)
' The undersigned John C. Randolph, Village Attorney to the
Village of Tequesta, Florida, does hereby certify that Ron T.
Mackail is the duly qualified and acting Mayor of the Issuer and
that Joann Manganiello is the duly appointed and acting Village
Clerk of the Issuer, and that the signatures set forth above are
those of the Mayor and Village Clerk of the Issuer.
DATED June 24, 1994
John C. Randolph,
Village Attorney
_q_ 7131M
D �
June Z3, 1994
SERTIFIED MAIL
Division of Bond Finance RETURN RECEIPT REOUESTED
State Board of Administration
P.O. Drawer 5318
Tallahassee, Florida 32314
RE: $1,36_5�.000, VILLAGE OF TEQUESTA, FLORIDA
IMPROVEMENT REVENUE REFUNDING BOND,
SERIES 1994
Ladies and Gentlemen:
This firm is serving as bond counsel for the above-referenced
bond issue. This notice is provided to you in accordance with the
requirements of Section 218.38(1)(a), Florida Statutes, as
implemented by Rule 19A-1.0041, Florida Administrative Code.
Notice is hereby given of the impending sale by Village of
Tequesta, Florida (the "Issuer") of the abave-referenced Bond (the
"Bond") in the estimated principal amount set forth above. The
Issuer eapects to deliver the Bond on or a�bout June 2�1994.
Copies of Forms BF-2003 and BF-2004-B will be forwarded to you
as soon as they are available.
. Sincerely, •
MOYLE, FLANIGAN, KATZ,
FITZGERALD & SHEEHAN, P.A.
Mark E. Raymond
MER/ash
7132M
$1,365'000
VILLAGE OF TEQUESTA, FLORIDA
IMPROVEMENT REVENUE REFUNDING BOND
SERIES 1994
I3ECEIPT FOR BOND
Jupiter Tequesta National Bank (the "Bank"), DOES HEREBY
ACKNOWLEDGE receipt from Village of Tequesta, Florida of (i.) the
Village's Improvement Revenue Refunding Bond, Series 1994, dated
June 24, 1994, in the aggregate principal amount of $1,355,000.
D the 24th day of June, 1994.
JUPITER/TEQUESTA NATIONAL BANK
By:
Its Authorized Representative
�
7133M
i /
June 24, 1994
CERT�'IED MAIL
RETURN RECEIPT REnUESTED
Division of Bond Finance
5tate Board of Administration
P.O. Drawer 5318 .
Tallahassee, Florida 32314
RE: �1,3�008, VILLAGE OF TEQUESTA, FLORIDA
IMPROVEMENT REVENUE REFUNDING BOND
SERIES 1994 .
Ladies and Gentlemen: �
Enclosed herewith please find Forms HF-20Q3 and BF-2004-B
for the above-referenced financinq. No Official Statement was
prepared for this issue. If you would like any further
information in regard to this matter, please do not hesitate to
call.
Sincerely,
� Mark E. Raymond
� 7134M
, 713 5y S?l►TE OF f LOR I D�
DIVISIQ�1 OF SOi�iD FIH7INCE
LOCAL 8()ND MQ�1I?ORING SECTION
BOT7D INFOFMATIC�N FORM
Part I. Issuez Infcrmation
l. Name of Go•�eramental Unit Village of Tequesta, Florida '
2. Mailinq Address __ 357 Tequesta Drive
3. City Tequesta 4. County Palm Beach
5. Zip Code 33469
6. Type of IBSUer:
County Depe�dent Special District
_� City Independent Special District
Authority Other �
Part II. Bond Issue Information
1. Name of Issue Imgrovement Revenue Refundina Bond. Series 1994
2. Amount Iss�ed �1, 3. Amount Authorized E 1,365,000
4. Dated Date 6/24/94 5. Sale Date 6/23/94
6. Delivery Date 24/94
7. Legal Authority fo ance .
Florida Statutes Chavter 166
Special Act
Other Fla. Const. Art. VIII. Sec. Z
8. ?ype of Issue .
' General Obli�ation _$_ Revenue
Special Assessment Special Obligation
9. Specific xevenue(s) Pledged
(1) Primarp Franchise Fees
(2) Secondary Occupational License Fees
(3) Tertiarp
(4) Other
10. Purposeis) ot the issue
(l� 8efundinq
(2) Capital Improv�nents
(3)
(4)
(BF2003)
. ,
10a. If purpose is refundinq, complete the following:
(1) For each issue•refunded, list name of issue, dated date, original
par value of issue, and amount of par value retunded.
(a) Improvement Re �n�e Bond Series 1979 inin�i79: 5910,0�;;
—
(b�
(c)
(2) Refuaded debt hes been: retired, or _� defeased
11. Type of Sale
Competitive Bid Private Placement
. �_ Negotiated
12. Basis of Interest Rate Calculation Rate
Net Interest Cost (NIC) 6.15�
True Interest Cost (TIC)
Canadian Intereot Cost (CIC)
Other
13. Insurance •
AMBAC (MGIC) MBIAC �_ Noae
14. Rating(s)
Moody's . Standard � Poor's
Other
�_ lione
15. Finaacial Advisor or Consultant
, Florida Munic�i�l Ad��; �^T� _ Tnc
16. �Boad Counsel
ldovle Flaniqan 1Catz FitzGerald � Sheehan P A
17. Lead Manaqinq Unders+riter(s)
18. Papinq Aqent
19. Heqistrar
_ 7135M
20. Maturity Schedule (Fill in following schedule showing annual amounts for boad
years or attach completed maturity schedule.)
Maturity Coupon Anaual Principal Mandatory
Date i Interest (Par Value) Term Amoztiza±io:
SEE EXHI A
_3_ 7135M
� t .
21. Optio�al Redemption Provisions
M�,y be;,�revaid at an�*;me in whole or in part et flnr vlus nccrued
interest rlus a va-iable ozem+t±m -
Z2. Comments Non -
Part IIi. Respoadent Information:
1. Name Mark E R� ^^a
Title Bond Counsel
Phone (407) - 659-7500
Date Report Submitted 6/24/94 '
Part IV. 2. Please return completed form alang with Final Official
Statement, if any, to:
Division of 8oa8 Finance
State Board of 1ldministration
P.O. Drawer 5318
Tailahasee, Florida 32314
' (904) 488-7482
-4- 7135M
7136M
STATE OF FLOP.IDA
DIVISIOi7 OF BOND FINAtJrE
LOCAL BOND MONITORING SECTIC}N
BOZID DISCLOSURE FORM - NEGOTIATED SALE
Disclosure form for units of local government for bonds sold by aegotiated sale, as
required by Section 218.38(1)tc)(1), Florida Statutes, as amended in 1982. This
form must be completed and returned to the Division within 120 days efter the
delivery of the bonds.
l. Title of unit of local qovernmeat: Village of Teq��esta Florida
2. Mailing Address: 357 Tecuesta Drive --
Teqgesta Florida 33469
3. Name of bond issue: I�nprovemeat Revenue Refundina Bond Series 1994
4. Amount issued: �� 365 000
5. Dated date: June 2 994 6. Delivery Date: June 24, 1994
.�
7. Name and address of the manaqing underWriters connected with boad issue:
None
�. Name aad nddress of aay attorney or financial consultant rho advised the unit
of local governmeat with respect to the bond issue:
(1) MQyle Flaniaxn 1Catz F3tzGerald � Sheehan P A
Post Office Boa 3888 --
West Palm Beach Floridn 3�402 —
(2) Jones Foster Jo�a�`on & Stubbs P A -
P O Boa 3475
West Palm Beach Flo�ida 3340�
(3)
(4) �
BF2004-8 (3190)
� t
9. Management fee charqed by underWriters N/A
10. Underwriter's ezpected qross cpread: N/A
11. Any fee, bonus, or qratuity paid in connection wit�. the bond issue, by any
underxriter or financiel coasultent to any person not regularly employed or
engaqed by such underxriter or consultant:
(1) Name Amount �
(2) Neme Amount a
(3) Name Amouat S
(If ndditional space is needed, continue on separate sheet.)
12. Any other fee paid by the unit of local qovernment Mith respect to the bond
issue, includinq any fee paid to attorneys or financial coasultants:
(1) Name �S.Qy��e Flaniqan Ratz et al. Amount 51�000.00
( 2) Name -T^^�� �'^°reT _ et al Amount S
i3) Name r�^*';�A � Advisors Inc. Amount � 8.000.00
(4) Name �*••~*s & BoW n _ Amount $ 7.500.00
iIf additional space is needed, contiaue on separate sheet.)
13. The signature of either the chief eaecutive officer of the governing body of
the Unit of Local Government or the governmental officer. primarily responsible
for coordinating the issuance of the bonds must be affized hereto.
Signature
Title 1K�yor Date June 24 1994
14. For further informatioa zeqardinq this form, the Division sh d contact:
Name Mark E Rarmond Phone No. (407) 659-7500
15. Completed form should be returned to:
Division of Boad Finance
State Board of Administration of Florida
P.O. Drarer 5318
Tallahassee, Florida 3Z314
(904) 488-4782 �
_Z_ 7136M
d f
7137M
�1,365,000
VILLAGE OF TEQUESTA, FLORIDA
IMPROVEMENT REVENUE REFUNDING BOND,
SERIES 1994
CERTIFICATE AS TO ARBITRAGE
AND OTHER TAX MATTERS
Ron T. Mackail, the undersigned Mayor of Yillaqe of Tequesta,
Florida (the "Issuer"), being duly authorized and deleqated, with
others, to perform such requirements as are necessary and proper
for the issuance and sale of the Issuer's $1,365 000 Improvement
Revenue Refunding Bond, Series 1994 ("the Bond" , does hereby
certify and declare as follows:
I. IN GENERAL.
1.1. The Bond is being issued pursuant to and uncler
Chapter 166, Florida Statutes, Article VIII, Section 2, Florida
Constitution, and other applicable provisions of law, and a
resolution adopted by the Issuer on June 23, 1994 (the "Bond
Resolution"), in order to provide funds t ndertake certain
improvements to the Issuer's recreational facilities and roadways
(the "Project") ancl to current-refund� all of the Issuer's
Improvement Revenue Bonds, Series 1979 that remain outstanding.
1.2. The Issuer will issue and deliver the Bond on
June 24, 1994 at a price of par.
1.3. I have reviewed and am familiar with the Bond
Resolution and all other proceedings taken preliminary to .and in
connection with the issuance of the Hond. I am an officer of the
Issuer who is duly charged, with others, with the responsibility
., of issuing the Bond.
1.4. No obligations other than the Bond are being_issued
within 15 days of the Bond pursuant to a same plan of financing
that are reasonably expected to be paid from substantially the
same source of funds as the Bond. .
1.5. The facts, estimates, and circumstances set forth
herein are representations made by the Issuer, and to the best of
my knowledge, information, and belief, such facts, estimates, and
circumstances are true, correct, and complete as of the date
hereof, and the Issuer is not aware of any facts or circumstances
that would cause it to question the accuracy of the
representations made herein; the eapectations as to future events,
w .
are in all respects reasonable; and there are no other facts,
estimates, or circumstances that would materially change such
eapectations. On the basis of such facts, estimates, and
circumstances, it is not expected that the proceeds of the Bond
will be used in a manner that would cause the Hond to be an
arbitrage bond under Section 148 of the Code and the applicable
regulations thereunder.
II. THE GOVERNMENTAL PURPOSE OF THE BON�• THE REFUNDED BONDS.
2.1 The Bond is being issued to provide for the
current-refunding of the Refunded Bonds and to provide funds for
the Project.
� 2.2 40 934.00 of proceeds of the Hond will be used,
�$3 ,
together wit 183 206.00 proceeds of the Refunded Bonds and
90 000.00 of available fun s of the Issuer, to make a deposit to
a fun es ablished pursuant to an escrow deposit agreement, and
will be used to pay principal of, premium, and interest on the
Refunded �onds to and including August 1, 1994, on which date the
Refunded Bonds have been called for redemption. � On August 1�
1994, there shall remain no unspent proceeds of the efunded Bonds.
�2.3. $1,024,566.00 of proceeds of the Bonds will be used
to pay th o t e Pro�ec and costs of issuance of the Bonds.
,
III. SOtn?GE AND DISTRIBUTION OF FUNDS.
3.1. The Bond is being sold to Jupiter Tequesta National
Bank at a purchase price of �1,365,000.00 �representing the par
amount of the Bond).
3.2. The proceeds derived from the sale of the Bond will
be applied as follows:
Project Costs and Costs of Issuance $ 1,024,566.00
Refunding 390.434.00
Total $ 1,365,000.00
3.3. Amounts to be used to pay the cost of the Project,
�ogether with investment earnings thereon, will be expended by the
end of the three (3� year period beginning on the date of this
Certificate. The Issuer has incurre8 or will within 6 months
incur a binding obligation in an amount qreater than _�51,228.30
relating to the acquisition, construction and equipping of the
Project. Work on the Project has commenced and will proceed with
due diligence to completion.
Proceeds of the Bond to be used to pay the cost of the Project
may be invested at an unrestricted Yield for a period not to �
eaceed three (3) pears from the date of this Certificate.
. -2- 7137M
x s
Investment earnings on proceeds of the Bond to be used to pay the
cost of the Project may be invested at an unrestricted Yield for a
period ending on the date three years from the date hereof. Any
proceeds of the Bond and earnings thereon which cannot be invested
at an unrestricted Yield pursuant to this Section 3.3 shall be
invested, if at all, in obligations that bear a yield equal to or
less than the yield on the Bond Qlus one-eighth of one gercent
(1/8$).
3.4. The amount of 390,434.00 of proceeds of the Bond
being used to discharge the Refun e on s and all amounts being
used to pay costs of issuance will be spent within 90 days of this
Certificate and may thus be invested at an unrestricted yield.
3.5. Pursuant to the Bond Resolution the Issuer is
obligated to use Franchise Fees and Occupational License Fees to
pay the principal of, remium, if an , and interest on the Bond.
Amounts expected to be use to pay principal and interest on the
Bond are referred to herein as the "Bona Fide Debt Service Fund".
The Bona Fide Debt Service Fund is a fund that will be used
primarily to achieve a proper matching of revenues and debt
service on the Bond within each bond year. The Bona Fide Debt
Service Fund will be depleted at least once each bond year except
for a reasonable carryover amount which will not eaceed the
greater of (A) the earnings on the Hona Fide Debt Service Fund for
the preceding bond year or �H) one-twelfth of the annual debt
service on the Bond for the preceding bond year. Amounts in the
Bona Fide Debt Service Fund thus qualify for the temporary period
described in Treas. Reg. Section 1.148-2(g)(5)(ii). Such amounts
may thus be invested without regard to any yield restrictions for
a period ending not later than thirteen (13) months from the date
of receipt of such amounts. "
Any amounts eapected to be used to pay the debt service on the
Bond which cannot be invested at an unrestricted yield pursuant to
the preceding paragraph shall be invested, if at all, in
obligations that bear a yield not more than one-thousandth of one
percent higher than the yield on the Bond. ,
3.6. Pursuant to Section 198 of the Code,
notwithstanding any provision of this Article III to the contrary,
to the eztent permitted by the Bond Resolution amounts may be
invested in obligations ("taa-eaempt bonds") the interest on which
is eacluded from gross income pursuant to Section 103(a) of the
Code, and which are not specified private activity bonds (as
defined in Section 57(a)(5)(c) of the Code), and/or in investments
that constitute "taa-eaempt bonds" pursuant to Treas. Reg.
§1.150-1(b), without regard to any yield restriction.
IV. �rbitr�ge Rebate •
4.1. The Bond is eaempt from the rebate requirement of
Section 148{f) of the Code by virtue of Section 148(f)(4)(D).
-3- • ?137M
a r
V. Hedae Bonds
5.1. The Issuer reasonably eapects that at least 85% of
the spendable proceeds of the Bond will be used to carry cut the
governmental purposes for which the Hond is being issued within
�he three year period beginning on the date the Bond is issued.
Not more than 50� of the proceeds of the Bond are being int�ested
in non-purpose investments (as defined in Section 198(f)(6)(A) of
the Code) having a substantially guaranteed yield for four years
or more. The Issuer reasonably expected that at least 85� of the
spendable proceeds of the Refunded Bonds would be used to carry
out the governmental purposes for which the Refunded Bonds were
issued within the three-year� period beginning on the date the
Refunded Bonds were issued. Not more than 50% of the proceeds of
the Refunded Bonds were invested in non-purpose investments having
a substantially guaranteed yield for four years or more.
VI. Miscellaneous
6.1. Terms used herein in capitalized form and not
otherwise defined herein shall have the same meaning as ascribed
thereto in the Bond Resolution and in the Arbitrage Regulations.
6.2. Anything in this Certificate to the contrary
notwithstanding, if the Code or Arbitrage Regulations should be
modified or interpreted by the Treasury Department or by a court
of competent jurisdiction or held invalid by a court of competent
jurisdiction and the affect of the modification, interpretation,
or invalidation is to make unnecessary to any eatent the
limitations on yield on acquired obligations stipulated in this
Certificate as a requirement of the exclusion of the interest on
the Bond from gross income of the owners thereof for Federal
income taa purposes, then to that eatent such stipulation shall be
ineffective. The Issuer, however, shall not take any action
pursuant to this paragraph without a prior written opinion of
counsel that such action would not advessely affect the taa-exempt
status of interest on the bonds.
� 6.3. The amount of original proceeds and eapected
investment proceeds of the Bond does not eaceed the amount
necessary for the Project and the refunding of the Refunded Bonds
and no portion of the Bond is being issued for the purpose of
investing the proceeds at a yield that is higher than the yield on
the Bond.
6.4. The proceeds of the Bond are not being used as a
substitute for any other funds which were designated to be used to
pay the cost of the Project or the refunding of t'he Refunded Bonds
and which have been or will be invested at a yield higher than the.
Yield on the Bond.
_q_ 7137M
� ,
6.5. The Bond is not being issued in conner.tion with
any transaction or series of transactions that attempts to
circumvent the provisions of the Code or Arbitrage Regulations by
(a) enabling the Issuer to exploit the difference between
taa-eaempt and taxable interest rates to gain a material financial
advantage, and {b) overburdening the market for tax-exempt
obligations including, without limitation, the selling of bonds
that would not otherwise be sold, the selling of more than would
otherwise be necessary, or the issuing of bonds sooner, or
allowing them to remain outstanding longer, than would otherwise
be necessary.
6.6. No portion of the payment of principal or interest
with respect to the Bond is guaranteed (in whole or in part) by
the United States (or any agency or instrumentality thereof). No
portion of the proceeds of the Bond will be used in making loans
the payment of principal or interest with respect to which are to
be guaranteed (in whole or in part) by the United States (or any
agency or instrumentality thereof). No portion of the proceeds of
the Bond will be invested (directly or indirectly) in federally
insured deposits or accounts. The foregoing restrictions shall
not apply to amounts that may be invested at an unrestricted Yield
pursuant to this Certificate. In addition, the foregoing shall
not prohibit investments in obligations of the United States
issuea by the United States Treasury.
IN WITNESS WHEREOF, the undersigned, being the Mayor of the
Village of Tequesta, Florida, and being thereunto authorized, has
eaecuted and delivered this Certificate as to Arbitrage and Other
Taa Matters on behalf of the Issuer this Z� th day of June, 1994.
VILLAGE OF TEQUESTA, FLORIDA
By:
Mayor
-5- 7137M
a .
June 24, 1994
Internal Revenue Service Center CERTIFIED MAIL
Philadelphia, PA 19255 RETURN RECEIPT REOUESTED
RE: �1,3b5 000, VILLAGE OF TEQUESTA, FLORIDA
IMPROVEMENT REVENUE REFUNDING BOND, SERIES 1994
Dear Sir/Madam:
Enclosed please find Form 8038-G which relates to the..above-
referenced bond. Please acknowledge your receipt of the enclosed
by stamping the copy of the form included herewith, and return the
stamped copy to us in the enclosed envelope.
MOYLE, FLP,NIGAN, KATZ,
FITZGERALD & SHEEHAN, P.A.
By:
;MER/ah
Enclosure �
7138M
� .
�„ 8�38.G Intormatio� Return for Taxfxempt GovernmeMal Obit@ations
► Und�r Int�msl R�v�nu� Cod� s�etbn 11pN) 0�8 No ts�s-o�2o
�v. May 1993) ► � Mp�rst� InstrucUons.
pp��r+re d uw Tw�wy FORT1 ��-(,�C �( 1tN I�U�
M«�u' W+��w srv�ri NM P�C� Y u►1dN =100.000.)
Re ortin Autfior' H Am�ndsd R�turn, check hers ►
1 Issuors nart� 2 I��r'� �rnployr �OantA�cat�on numtwr
Village of Z�equesta, Florida 59 i 6044081
i Numbr ard sVwt (or P.O. Dox M maii is not dolN.r.� to strw� ador.ss} Roomhuh• s i1.pon nurro.r
357 esta Drive . G19 94 _ 1
s C�tr. sown. stat., .r,a na ooa. t oae. 01 n.ua
sta FL 33469 June 24, 1994
7 Narr� ot ipw � CUSIP Numb�r
mvPSnent Revenue Refundin Bond, Series 1994 None
T e ot Issue check a licable box es and ente� tl�e issue rice
�w D�
Y ❑ Education (attach schsdub-see instructions) . . . . . . . . . . t
!0 ❑ Heattt► and hospftat (attach schsduls-sse hstructions). . . . . . . . . . . . �
11 ❑ Transportation . . . . . . . . . . . . . . . . . . . . . . . . . .
.
12 ❑ Pubtic safety . . . . . . . . . . . . . . . . . . . . . � � . . . . .
13 ❑ Environrnent (includinp sewape bonds) . . . . . . . . . . . . . .
14 ❑ HousinD . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . .
15 ❑ lJtilities . . . . . . . . . . . . . . . . . . . . . .
10 (� Other. Desaibe (sse hstructions) ►_ Re�reation and Road�v � 1 365 000.00
17 H obliDations ane tax a other revenue anticipatio� bonds, cfiack box ►❑
18 H obli ations aro in ths form of � kase or instatknent sale, eheck box ►❑
Descri ion oi Obli ations •
ldl N1
Mawr'�it�r dst� Int�i nu Iwu pria Su»d naemption W�ip�t�d . Y'w�id Net �inast
' • �t matur ev�r� m� eost
1� F�na1 maturity. 7 1 2009 6. 5% 135 000 135 000
20 Entire issue , 1, 65, 0 0 1 365 000 9 ears !6 b.1S 9G
Uses of Ori inal Proceeds of Bond Issue mcludin underwriters' discount
Z1 Proceeds used for accrusd interost . . . . . . . . . . . . . . . . . . . . Z1
22 Issue price oi enti�e is.ws (snter �mount irom Ine 20, column (c)) ...�.�. .�. 22 1 365 000
23 Proceeds used tor bo�d l�uarice costs (inctudnp underwriters' dscou� .�
2� Prxeeds used tor credd �nhancem�t . . . . . . . . . . . 24
25 Procseds allocated to rsasoneby roquired reservs or �eplacement fund .� Z5
Z6 Proceeds used to reiund pria issues . . . . . . . . . . . . Z6
37 7ota1(add 6nes 23 ttuou�h 267 . . . . . . . . . . . . . . . . . . 27 6 0
28 Nonrefundn oceeds ot Ihe issue subtract I'ne 27 irom Gne 22 �nd snter amount here ., 28 4 8 00
Gescri tion ef Refunded Bonds com lete this a�t onl for retundin bonds
29 Enter the remau�inp weiDhted �verape maturity ot the bonds to be rotunded ......► 5.77 Years
SO Enter ths Iast date on which 1fie rofundsd bonds v�n'II be called .....�.�,.�► 8/1/94
31 Enter the date(s) the rei�►ded bonds were issued ► ����p�
�� M�soellaneous
32 Enter fhe amount oT ths state volume cap allocated to !hs issue ,....•. ...,►
33 E�er the alrtotmt ot the bonds desJpna�ted by the issuer under section 265(b)(3)(8�(I�R (smmall issuer
�xceptior� . . , . , , , , , , , , , , . � 580, 000.00
. . . . . . . . . . . . . .
� Pooled financfips:
a EN�r 1he �mauM of the procaeds a� this issue that are � be used to make loans to oMer paemmental nnits ►
b ft fhis issus is a ban m�de 1Fom the proceeds of �nothx tax-sxempt issue, d�ack box ► 0 and enter the name of ttu
Mrsu� ► and the dats of the 1ssu� ►
�S If �e tssuer has elected ta � a in lieu ot rebate, chsek box ....,,►
t�a� P� � P�►'NY. I e�da� uut � tww wnr'rrd this ntum and +eoomPrnYinp sen�r�s and wanrr�. ane m Ih� b�st or m�r tawwl�dp�
�nd b�t. ttiY aR en+�. aawel. and oompbt�.
Please
Sign
H@f'@ ` 6/24/94 , Ron T. Mackail. Mavor'
SipnaN� oi o1hoM D�t� Typ� p► peie� �nN �ny tiqe
Far Psperwortc iteductjon Ad Nol�w� s� pa�� 1 of th� Instruclions. caL No. a3�r�s Fom, 803&G �. s-x�1
, ,
�1,3
Village of Tequesta, Florida
Improvement Revenue Refunding Bond
Series 1999
DISGLOSURE STATEMENT OF .
•TUPITER TEOUESTA NATIONAL BANK
June 24, 1994
Village of Tequesta, Florida
Tequesta, FL
Moyle, Flanigan, Ratz
FitzGerald & Sheshan, P.A.
West Palm Beach, FL .
Laaies and Gentlemen:
In connection with the purchase of the $1,3�000 aggregate
principal amount Village of Tequesta, Florida (the "Issuer"),
Improvement Revenue Refunding Bond, Series 1994 (the "Bona")
authorized to be issued by a resolution of the Issuer adopted
June 2_3 _1994 (the "Resolution"�, the undersigned purchaser of the
Bond (the "Original Purchaser"), hereby acknowledges and
represents that: (i) the Original Purchaser is familiar with
Village of Tequesta, Florida (the "Issuer"); (ii) the Original
Purchaser has been furnished certain business and financial
information about the Issuer; (iii) the Issuer has made available
to the Original Purchaser the opportunity to obtain additional
.information to verify the accuracy of the information supplied and
to evaluate the merits and risks of an investment in�the Bond; and
(iv) the Original Purchaser has had the opportunity to ask
questions of and receive answers from representatives of the
Issuer concerning the terms and conditions of the offering and the
information supplied to the Original Purchaser.
The undersigned acknowledges and represents that it has been
advised that the Hona has not been registered under the Securities
71b7M
, .
Village of Tequesta, Florida
Moyle, Flanigan, Ratz �
FitzGera2d & Sheehan, P.A.
June 29, 1999
Page 2
Act of 1933, as amended, in reliance upon the ezemption contained
in Section 3(a)(Z) thereof, and that the Issuer is not presently
registered under Section 12 of the Securitie's and Eachange Act of
1939, as amended. The Original Purchaser, therefore, realizes
that if and when the Original Purchaser wishes to resell the Hond
there may not be available current business and financia� .
information about the Issuer. Further, no trading market now
eaists for the Bond. Accordingly, the Original Purchaser
understands that it may need to bear the risks of this investment
for an indefinite time, since any sale prior to the maturity of
the Sond may not be possible or may be at a price below that which
the Original Purchaser is paying for the Bond.
It is understood that the Original Purchaser has undertaken to
verify the accuracy, completeness and truth of any statements made
concerning any of the material facts relating to this transaction,
including information regarding the business and financial
condition of the Issuer. The Original Purchaser has conducted its
own investigation to the eztent it deemed necessary. The Original.
Purchaser has been offerea an opportunity to have�made available
to it any and all such information it might request from the
Issuer. On_ this basis, it is agreed by acknowledgment of this
letter that the Original Purchaser hereto is not relying on any
party or person other than the Issuer to undertake the furnishing
or verification of information relating to this transaction.
� Pursuant to the provisions of subsection (6) of Section
218.385, Florida Statutes, as amended, the Original Purchaser is
providing the following information with respect to the
arrangements made for the purchase of the Hond. We represent to
you as follows:
� (a} The nature and estimated amounts of eapenses to be �
� incurred by the Original Purchaser in connection with the
issuance and sale of the Bond is $7,500.00, which is the
fee of the Original Purchaser's lega counse .
(b) There were no "finders," as defined in Section 218.386,
Florida Statutes, as amended, in connection with the
issuance of the Bond.
(c) No discount or fee is eapected to be realized by the
Original Purchaser.
(d) No management fee will be charged by the Original
Purchaser.
7167M
s a
Village of Tequesta, Florida
Moyle, Flanigan, Ratz
FitzGerald & Sheehan, P.A.
June 24, 1994
Page 3
(e) No fee, bonus or other compensation will be paid by the
Original Purchaser in connection with the issuance of the
Hond to any person not regularly employed or retained by
the Original Purchaser.
(f) The name and address of the Original Purchaser is:
Jupiter Tequesta National Bank
250 Tequesta Drive
Tequesta, Florida
(g) The Village is proposing to issue �1,3�,, of debt for
the purpose of refinancing the village's Improvement
Revenue Bonds, Series 1979 and financing the cost of
certain capital improvements. This debt is expected to
be repaid over a period of 15 years. At a forecasted
interest rate of 6.15�, total interest paid over the life
of the debt will be a�proaimately �765,675.00. The
source of repayment or securit�o— e Bond• is franchise
fees and occupational license fees of the Village.
� Authorizing this debt will result in _avproaimately
.$2,130,675.00 of franchise fees and occupational license
, ees no eing available to finance other services of the
villaqe each year for 15 years.
� Very truly yours,
JUPITER TEQUESTA NATIONAL BANR
By:
Authorized Officer
7167M
� [TO.BE PLACED ON JONES, FOSTER, ET AL. LETTERHEAD]
June 24, 1999
Jupiter Tequesta National Bank
Tequesta, Florida �
Moyle, Flanigan, Katz, FitzGerald
& Sheehan, P.A.
West Palm Beach, Florida
RE: Village of Tequesta, Florida,
Improvement Revenue Refunding Hond, Series 1994
Ladies and Gentlemen:
We are Village attorneys to the Village of Tequesta, Florida
(the "Village") and as such we have participated in various
proceedings in connection with the issuance by the Village of its
above-referenced bond, dated June .J�..� 1994 (the "Bond"). All
terms not otherwise defined herein shall have the meanings
ascribed thereto in Resolution No. 16-93/94 adopted by the Village
June 23, 1994 (the "Resolution"). we are of the opinion that:
�
(A) The Village is a municipality of the State o£ Flori,da,
duly organized and validly eaisting under the Constitution and
laws of the State of Florida;
(B) The Village has full power and authority to enact
Ordinances No. 14 155 331 385 and 463, and Article II of
Cha ter 11 of the Villa e Code of Ordinances co ec ive y, e
•Ordinances"), to adopt the Resolution, to issue e on , an o
eaecute e Escrow Deposit Agreement, dated June 24, 1994, between
the Village and The Bank of New York Trust Company of Florida,
N.A. (the "Hank") (the "Agreement"�, and to perform all
obligations of the Village thereunder;
� 7166M
� e
Jupiter Tequesta National Bank
Moyle, Flanigan, Katz, �itzGerald
& Sheehan, P.A.
June 24, 1994 �
Page 2
(C) The Resolution and the Ordinances�were lawfully adopted
and enacted, respectively, by the Village and remain in full force
and effect; �
(D) The Pledged Revenues are not subject to any pledge, lien
or encumbrance except pursuant to the Resolution; and
(F) The Bond and, assuming the Agreement is a valid and
binding obligation of the Hank, the Agreement, are valid and
binding obligations of the Village, enforceable aqainst the
Village in accordance with their terms.
No opinion is eapressed herein as to the eaclusion from gross
income for Federal income taa purposes of the interest on the Bond.
7166M
� A
June 24, 1994
Village of Tequesta, Florida
Jupiter Tequesta National Bank
RE�: �1,365,000, VILLAGE OF TEQUESTA, FLORIDA
IMPROV'MENT REVENUE REFUNDING BOND, SERIES 1994
Ladies and Gentlemen:
We have acted as bond counsel in connection with the issuance
and sale by Village of Tequesta, Florida (the "Issuer") •of its
�1,36�000 aggregate principal amount Improvement Revenue
Refunding Bond, Series 1994 (the "Bond"). The Bond is issued
pursuant to the Constitution and laws of the State- of Florida,
particularly Chapter 166, Florida Statutes and Article VIII,
Section 2 of the Florida Constitution, and a Resolution adopted by
the Issuer June 2� 1994 (the "Resolution"). All terms used
herein in capitalized form and not otherwise defined herein shall
have the meanings ascribed thereto in the Resolution.
In rendering the opinions set forth herein, we have eaamined a
certified copy of the Resolution and are relying on the
representations, covenants and agreements of the Issuer contained
:therein, including, without limitation, the covenant of the Issuer
contained in the Resolution to comply with the applicable
requirements contained in Section 103 and Part IV of Subchapter B
of Chapter 1 of the Internal Revenue Code of 1986, as amended, and
all temporary, proposed or permanent implementing regulations
promulqated thereunder or applicable thereto (the "Code") that�
must be satisfied subsequent to the issuance o� the Bond to the
eatent necessary to preserve e egclusion of interest on t e Bond
from gross income for federal income taa purposes. We have
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f �
village of Tequesta, Florida
Jupiter Tequesta National Bank
June 24, 1994
Page 2
assumed application of all funds deposited with The Bank of New
York Trust Company of Florida, N.A., as escrow agent pursuant to
the Escrow Deposit Agreement in accordance therewith.
As to questions of fact material to our opinion we have relied
upon representations of the Issuer contained in the Resolution and
upon other certifications, agreements, documents, and opinions of
public officials and other officers and representatives of the
vazious parties participating in this transaction, furnished to
us, without undertaking to verify the same by independent
investigation. We have assumed the genuineness of all signatures
on all documents and instruments, the authenticity of documents
submitted as originals and the conformity to originals of
documents submitted as copies.
We have not been engaged to or undertaken to review the
accuracy, completeness or sufficiency of any disclosure materials
relating to the Bond, and we eapress no opinion relating thereto
herein. This opinion shall not be deemed or treated as an
offering circular, prospectus or official statement, and is not
intended in any way to be a disclosure document used in connection
with the sale or delivery of the Bond. We have not been engaged
to and therefore eapress no opinion as to the compliance by the
Issuer with any federal or state statute, regulation or ruling
with respect to the sale or distribution of the Bond.
The opinions set forth below are eapressly limited to, and we
opine only with respect to, the laws of the State of Florida and
the federal income taa laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion
as of the date hereof and under eaisting law, as follows:
l. The Resolution, including the lien on and pledge of the
: Franchise Fees and Occupational License Fees�therein, constitutes
a valid and binding obligation of the Issuer, enforceable in
accordance with its terms.
2. The Bond has been duly authorized, eaecuted and delivered
by the Issuer and is a valid and binding special obligation of the
Issuer, payable solely from the sourc�s provided therefor in the
Resolution.
3. The interest on the Bond is acluded from gross income
�/for federal income taa purposes and is not an item of taa
preference described in Section 57 of the Code for purposes of the
federal alternative minimum taa imposed on individuals and
corporations. It is to be noted that with respect to certain
� 7139M
� �
Village of Tequesta, Florida
Jupiter Tequesta National Bank
June 24, 1999
Page 3
corporations such interest may be required to be taken into
account in determining adjusted current earnings for purposes of
calculating the alternative minimum taaable income of such
corporations. The opinions expressed in the first sentence of
this paragraph are conditioned upon continuing, compliance by �the
Issuer with various covenants contained in the Resolution,
including, without limitation, its covenant to comply with
applicable requirements of the Code necessazy in order to preserve
the eaclusion of interest on the Bond from gross income for
federal income tax purposes. Failure by the Issuer to comply with
such requirements could cause the interest on the Bond to be
includable in gross income for federal income taa purposes
retroactive to the date of issuance of the Bond. Other provisions
of the Code may give rise to collateral federal income tax
consequences (which may be adverse) to particular owners. This
opinion is limited to matters eapressly addressed above and no
opinion is eapressed herein regarding other federal tax
consequences that may arise due to ownership of the Bond.
4. The Bond is eaempt from all present intangible personal
property taaes imposed by the State of Florida.
5. The Bond is a"qualified taa-eaempt obligation" as
defined in Section 265(b)(3)(B)(i) of the Code.
Our opinions e=pressed herein are predicated upon present laws
and interpretations thereof. We assume no affirmative obligation
with respect to any change of circumstances or law (including laws
that may result from legislation pending before Congress) that may
adversely affect the taa-eaempt status of interest on the Bond
after the date hereof.
It� is to be understood that the rights of owners of the Bond
and the enforceability of the Bond and the Resolution may be
•.subject to the provisions of the bankruptcy laws of the United
States of America and to other applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or
affecting creditors• rights, heretofore or hereinafter enacted, to
the eatent constitutionally applicable, and that their enforcement
may also be subject to equitable principles that may affect
remedies or other equitable relief, or to the eaercise of judicial
discretion in appropriate cases.
� Very truly yours,
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