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HomeMy WebLinkAboutRes 1968-351 $325,000 Improvement Revenue BondsRESOLUTION NO. 351-68 A RESOLUTION PROVIDING FOR THE ACQUISITION AND CONSTRUCTION OF CAPITAL IMPROVEMENTS IN THE VILLAGE OF NORTH PALM BEACH, FLORIDA; PROVIDING FOR THE ISSUANCE OF $325,000.00 IMPROVEMENT REVENUE BONDS OF SUCH VILLAGE TO PAY THE COST OF SUCH IMPROVEMENTS; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH BONDS; PROVIDING FOR THE PAYMENT THEREOF; AND MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE AND SALE OF SUCH BONDS. BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA: SECTION 1. AUTHORITY OF THIS RESOLUTION. This Resolution is adopted pursuant to Chapter 31481, Laws of Florida, Extraordinary Session, 1955-56, as amended, and other applicable provisions of law. SECTION 2. FINDINGS. It is hereby ascertained, determined and declared that: A. It has heretofore been determined that it is necessary and desirable to make certain capital improvements within the Village to consist of the acquisition and construction of a new fire station and equipment therefor; the construction of a new police station; the construction of a new library; and the addition of council chambers and other meeting rooms to the Village Hall, hereinafter called the "project". B. Pursuant to its Charter, the Village on July 22, 1957, under authority of an Ordinance duly enacted, entered into an agreement with the Florida Power and Light Company for a period of thirty years whereby the Village would receive certain franchise taxes by reason of having granted to the Florida Power and Light Company the right to supply electric energy to the Village or its inhabitants (hereinafter called "franchise tax"). 1 C. It is necessary, desirable, and in the best interest of the safety, convenience, economy, and general welfare of the Village and its inhabitants that revenue bonds be issued in an amount not exceeding $325,000.00 to acquire and construct the project within the Village. D. The proceeds from the franchise tax are not now pledged. E. The proceeds of the franchise tax will be sufficient to pay all of the principal of and interest on the revenue bonds to be issued pursuant to this Resolution and make all reserve, sinking fund or other payments provided for herein. F. The principal of and interest on such revenue bone and all sinking fund, reserve and other payments provided for in this Resolution shall be payable solely from the proceeds of the franchise tax, as herein provided. The Village shall never be required or authorized to levy ad valorem taxes on any property therein to pay the principal of and interest on such revenue bonds or to make any of the reserve, sinking fund or other payments provided for in this Resolution and such revenue bonds shall not constitute a lien upon any property of or in the Village. SECTION 3. AUTHORIZATION OF CONSTRUCTION OF THE PROJECT. There is hereby authorized the construction of the project. The cost of such project, in addition to the items set forth in the plans and specifications, may include but not be limited to the acquisition of any lands or interest therein or any other properties deemed necessary or convenient therefor; engineering, legal, and financing expenses; expenses for estimates of costs and of revenues; expenses for plans, specifications and surveys; the fees of fiscal agents, financial advisors or consultants; administrative expenses relating solely to the construction and acquisition of the project; interest upon the revenue bonds, herein authorized, prior to, during and for 12 months after the completion of the project; the creation and establishment of reasonable reserves for debt service; such other -2- 1 expenses as may be necessary or incidental to the financing authorized by this Resolution, and the construction and acquisition of the project authorized by this Resolution and the placing of same in operation. SECTION 4. DEFINITIONS. The following terms in this Resolution shall have the following meanings unless the text otherwise expressly requires: A. "Village" shall mean the Village of North Palm Beach, Florida. B. "Act" shall mean Chapter 31481, Laws of Florida, Ex. Sess. 1956, as amended and supplemented. C. "Bonds" shall mean the $325,000.00 Improvement Revenue Bonds authorized to be issued pursuant to this Resolution, and the interest coupons attached to such Bonds, together with any additional parity bonds hereafter issued under the terms, conditions and limitations contained in this Resolution. D. "Holder of Bonds" or "Bondholder" or any similar term shall mean any person who shall be the bearer or owner of a Bond or Bonds, registered to bearer or not registered, or the registered owner of any such Bond or Bonds which shall at the time be registered other than to bearer, or the bearer of any coupons representing interest accrued or to accrue on said Bonds. E. "Franchise tax" shall mean any and all moneys received by the Village from the Florida Power and Light Company, its legal representatives, successors or assigns under the franchise granted pursuant to ordinance duly enacted on July 22, 1957, and any and all moneys received by the Village from the Florida Power and Light Company, its legal representatives, successors or assigns, under any extension or renewal of said franchise or from any new franchise granting the right to supply electric energy to the Village or its inhabitants. F. "Fiscal year" shall mean the period commencing on November 1 of each year and ending on the succeeding October 31. -3- G. Words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations. SECTION 5. RESOLUTION TO CONSTITUTE CONTRACT. In considera- tion of the acceptance of the Bonds authorized to be issued hereunder by those who shall hold the same from time to time, this Resolution shall be deemed to be and shall constitute a contract between the Village and such holders. The covenants and agreements herein set forth to be performed by the Village shall be for the equal benefit, protection and security of the legal holders of any and all of such Bonds and the coupons attached thereto, all of which shall be of equal rank and without preference, priority or distinction of any of the Bonds or coupons over any other thereof, except as expressly provided therein and herein. SECTION 6. AUTHORIZATION OF BONDS. Subject and pursuant to the provisions of this Resolution, obligations of the Village to be known as "Irnprovement Revenue Bonds", herein sometimes referred to as "Bonds", or "Revenue Bonds", are hereby authorized to be issued in the aggregate principal amount of Three Hundred Twenty -Five Thousand Dollars ($325,000,00). SECTION 7. DESCRIPTION OF BONDS. The Bonds shall be dated May 1, 1968 ; shall be numbered consecutively from one upward; shall be in the denomination of $1,000 each; shall bear interest at not exceeding the legal rate; such interest to be payable semi-annually May 1 and November 1 of each year, and shall mature serially in numerical order, lowest numbers first on November 1 in the years and amounts as follows: 1969 $18,000 1970 18,000 1971 18,000 1972 18,000 1973 18,000 1979 18,000 1975 18,000 1976 18,000 1977 $18,000 1978 18,000 1979 18,000 1980 18,000 1981 18,000 1982 18,000 1983 18,000 1984 18,000 1985 18,000 1986 19,000 Such Bonds shall be issued in coupon form; shall be payable with respect to both principal and interest at such bank or banks to be subsequently determined; shall be payable in lawful money of the United States of America; and shall bear interest from their date, payable in accordance with and upon surrender of the appurtenant interest coupons as they severally mature. SECTION 8. EXECUTION OF BONDS AND COUPONS. The Bonds shall be executed in the name of the Village by the Mayor and countersigned and attested by the Village Clerk, and its corporate seal or a facsimile thereof shall be affixed thereto or reproduced thereon. The facsimile signatures of the Mayor or the Village Clerk may be imprinted or reproduced on the Bonds, provided that at least one signature required to be placed thereon shall be manually subscribed. In case any one or more of the officers who shall have signed or sealed any of the Bonds shall cease to be such officer of the Village before the Bonds so signed and sealed shall have been actually sold and delivered, such Bonds may nevertheless be sold and delivered, as herein provided, and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office. Any Bond may be signed and sealed on behalf of the Village by such person who at the actual time of the execution of such Bond shall hold the proper office in the Village, although at the date of such Bonds such person may not have held such office or may not have been so authorized. The coupons attached to the Bonds shall be authenticated with the facsimile signatures of any present or future Mayor and Village Clerk of said Village, and the validation certificate on said Bonds shall be executed with the facsimile signature of the Mayor. The Village may adopt and use for such purposes the facsimile signature of any person who shall have been such Mayor and Village Clerk at any time on or after the date of the Bonds, notwithstanding that he may -5- have ceased to be such officer at the time such Bonds shall be actually sold and delivered. SECTION 9. NEGOTIABILITY AND REGISTRATION. The Bonds issued hereunder shall be, and shall have all of the qualities and incidents of negotiable instruments under the law merchant and the Laws of the State of Florida, and each successive holder, in accepting any of the Bonds or the coupons appertaining thereto, shall be and have all of the qualities and incidents of negotiable instruments under the law merchant and the Laws of the State of Florida, and each successive holder shall further be conclusively deemed to have agreed that the Bonds shall be incontestable in the hands of a bona fide holder for value. The Bonds may be registered at the option of the holder as to principal only at the office of the Village Clerk, as Registrar, such registration to be noted on the back of the Bonds in the space provided therefor. After such registration as to principal only, no transfer of the Bonds shall be valid unless made at such office by the written assignment of the registered owner, or by his duly authorized attorney in a form satisfactory to the Registrar, and similarly noted on the Bonds, but the Bonds may be discharged from registration by being in like manner transferred to bearer and thereupon transferability by delivery shall be restored. At the option of the holder, the Bonds may thereafter again from time to time be registered or transferred to bearer as before. Such' registration as to principal only shall not affect the negotiability of the coupons which shall continue to pass by delivery. SECTION 10. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case any Bonds shall become 'mutilated, or be destroyed, stolen or lost, the Village may in its discretion issue and deliver a new Bond with all unmatured coupons attached of like tenor as the Bond and attached coupons, if any, so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond, upon surrender and -6- cancellation of such mutilated Bond and attached coupons, if any, destroyed, stolen or lost, and upon the holder furnishing the Village proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the Village may prescribe and paying such expenses as the Village may incur. All Bonds and coupons so surrendered shall be cancelled by the Clerk of the Village. If any such Bonds or coupons shall have matured or be about to mature, instead of issuing a substitute Bond or coupon, the Village may pay the same, upon being indemnified as aforesaid, and if such bond or coupon be lost, stolen or destroyed without surrender thereof. Any such duplicate Bonds and coupons issued pursuant to this section shall constitute original, additional contractual obligations on the part of the Village whether or not the lost, stolen or destroyed Bonds or coupons be at any time found by anyone, and such duplicate Bonds and coupons shall be entitled to equal and proportionate benefits and rights as to lien on and source and security for payment from the funds, as hereinafter pledged, to the same extent as all other Bonds and coupons issued hereunder. SECTION 11. PROVISIONS FOR REDEMPTION. The Bonds of this issue maturing in the years NO to /915, both inclusive, are not redeemable prior to their respective stated dates of maturity. The Bonds maturing in 1976 and thereafter are redeemable prior to their respective stated dates of maturity, at the option of the Village, in whole or in part, in inverse numerical order, if less than all, on May 1, 1976, or on any interest payment date thereafter at par and accrued interest to the date of redemption, plus the following premiums, expressed in percentages of the par value thereof if redeemed in the following years: 103% 4,ecOppoag cm c u I R% 19i9 U .«- Il0o loin tL /Of 70 J'el(0624)6209 tge`ficAlezifrt -7- Notice of such redemption (1) shall be published at least thirty (30) days prior to the redemption date in a financial journal published in the Borough of Manhattan, City and State of New York and in a newspaper of general circulation in the Village, (1i) shall be filed with the paying agents, and (iii) shall be mailed, postage prepaid to all registered owners of Bonds to be redeemed at their addresses as they appear on the registration books hereinbefore provided for. SECTION 12, FORM OF BONDS AND COUPONS, The Bonds, the interest coupons to be attached thereto, and the certificate of validation shall be in substantially the following form, with such omissions, insertions and variations as may be necessary and desirable and authorized or permitted by this Resolution or in any subsequent Resolution adopted prior to the issuance thereof: No. UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF PALM BEACH VILLAGE OF NORTH PALM BEACH IMPROVEMENT REVENUE BOND $1,000 KNOW ALL MEN BY THESE PRESENTS that the Village of North Palm Beach, Florida, (hereinafter called "Village"), for value received, hereby promises to pay to the bearer, or if this Bond be registered, to the registered holder as herein provided, on the first day of November 19 , from the special funds hereinafter mentioned, the principal sum of ONE THOUSAND DOLLARS with interest thereon at the rate of Five and One -Eighth per centum (5-1/s%) per annum payable semi-annually on the first day of May and the first day of November in each year upon the presentation and surrender of the annexed coupons as they severally fall due. Both principal of and interest on this Bond are payable in lawful money of the United States of America at -8- First American Bank, North Palm Beach, Florida, or, at the option of the holder at Village Hall, Village of North Palm Beach, Florida. This Bond is one of an authorized issue of Bonds in the aggregate principal amount of $325,000.00 of like date, tenor and effect, except as to number, interest rate and date of maturity, issued to finance the cost of acquiring and constructing certain capital improvements in the Village, under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 31481, Laws of Florida, Extraordinary Session, 1955-56, as amended, and other applicable provisions of law, and a Resolution duly adopted by the Village on the 28th day of May, 1968, (hereinafter called "Resolution"), and is subject to all the terms and conditions of said Resolution. The Bonds, and the coupons appertaining thereto, are payable solely from and secured by a prior lien upon and pledge of the proceeds of a franchise granted to the Florida Power and Light Company by Ordinance No. 2, enacted by the Village on July 22, 1957, in the manner provided in the Resolution. This Bond does not constitute an indebtedness of the Village within the meaning of any constitutional, statutory or charter provision or limitation, and it is expressly agreed by the holder of this Bond and the coupons appertaining thereto that such holder shall never have the right to require or compel the exercise of the ad valorem taxing power of said Village for the payment of the principal of and interest on this Bond or the making of any sinking fund, reserve or other payments provided for in the Resolution, It is further agreed between the Village and the holder of this Bond that this Bond and the obligation evidenced thereby shall not constitute a lien upon the project or any part thereof, or on any other property of or in the Village, but shall constitute a lien only on the franchise tax in the manner provided in the Resolution. The Village, in such Resolution, has covenanted and agreed with the holders of the Bonds of this issue to levy and collect such -9- franchise tax at such rates, not exceeding the maximum rates permitted by law, to the extent necessary to pay, and out of such funds pay as the same shall become due, the principal of and interest on the Bonds of this issue, all other bonds payable on a parity therewith and all raserve, sinking fund, or other payments provided for in the Resolution and that the rates of such franchise tax shall not be reduced so as to be insufficient to provide funds for such purposes. It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Bond, exist, have happened and have been performed in regular and due form and time as required by the Laws and Constitution of the State of Florida applicable thereto, and that the issuance of this Bond, and of the issue of bonds of whioh this Bond is one, dons not violate any constitutional, statutory or charter limitations or provisions. This Bond, and the coupons appertaining thereto, are and have all the qualities and incidents of a negotiable instrument under the law merchant and the Laws of the State of Florida, and the original holder and each successive holder of this Bond, or of the coupons appertaining thereto, shall be conclusively deemed by his acceptance thereof to have agreed that this Bond and the coupons appertaining thereto shall be and have all the qualities and incidents of negotiable instruments under the law merchant and the Laws of the State of Florida. The Bonds maturing in 1976 and thereafter are redeemable prior to their respective stated dates of maturity, at the option of the Village, in whole or in part, in inverse numerical order, if less than all, on November 1, or on any interest payment date thereafter at par and accrued interest to the date of redemption, plus the following premiums, expressed in percentages of the par value thereof if redeemed in the following years: 103% if redeemed in years 1976 to 1979 inclusive 102% if redeemed in years 1980 to 1982 inclusive 101% if redeemed thereafter, but prior to maturity -10- 1 provided that notice of such redemption shall be given in the manner required by the Resolution. This Bond may be registered as to principal only in accordance with the provisions endorsed hereon. IN WITNESS WHEREOF, the Village of North Palm Beach, Florida, has issued this Bond and has caused the same to be signed by the manual or facsimile signature of its Mayor, the corporate seal of said Village, or a facsimile thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon and attested and countersigned by the manual or facsimile signature of its Village Clerk, and has caused the interest coupons hereto attached to be executed with the facsimile signatures of the said Mayor and Village Clerk, all as of the 1st day of Ma y 1968 VILLAGE _OFAIORTH PALM BEAQIi,� FLORIDA (SEAL) Mayor ATTES ED AND COUNTERSIGNED: Village Clerk -11- /fill-11A No. Village f zsT holder FORM OF COUPON On the 1st day of /d 1/ (1g, /�'OlrLm Bte, 19 of North Palm Beach,Florida, will pay to the bearer 1 l(l)2i n IJt I ALM EA07174/b or, at the option of v , at V/14./3 /lAtLL/A/O T/I MLaI BEACJI7 F2g _ , from special funds described in the Bond to which this coupon is attached, in lawful money of the United States of America, upon presentation and surrender of this coupon, being six months, interest then due on its Improvement Revenue Bond, dated 19 LD/ , No. (SEAL) Village Clerk been /Offs VILLAGE OF /2. Mayor the at the the NORTH PALM BEACH, FLORIDA i ///2 mom-/��'/ (<"•/, (To be inserted in coupons maturing after callable date) "Unless the Bond to which this coupon is attached shall have previously duly called for prior redemption and payment thereof duly made or provided for." VALIDATION CERTIFICATE This Bond 1s one of a series of Bonds which were validated and confirmed by judgment of the Circuit Court of the Fifteenth Judicial Circuit of the State of Florida, in and for Palm Beach County, rendered on the day of -12- Mayor , 19 PROVISION FOR REGISTRATION This Bond may be registered as to principal only in the name of the holder on the books to be kept by the Village Clerk as Registrar, or such other Registrar as may be hereafter duly appointed, such registration being noted hereon by such Registrar in the registra- tion blank below, after which no transfer shall be valid unless made by written assignment on said books by the registered holder or attorney duly authorized and similarly noted in the registration blank below, but it may be discharged from registration by being transferred to bearer, after which it shall be transferable by delivery, but it may be again registered as before. Such registration shall not restrain the negotiability of the coupons by delivery. DATE OF REGISTRATION IN WHOSE NAME SIGNATURE OF REGISTERED REGISTRAR • • • • • • SECTION 13. BONDS NOT DEBT OF VILLAGE. Neither the Bonds nor coupons shall be or constitute general obligations or indebtedness of the Village as "bonds" within the meaning of Section 6, Article IX, of the Constitution of Florida, but shall be payable solely from and secured by a prior lien upon and a pledge of the special funds as herein provided. No holder or holders of any Bond issued hereunder or of any coupon appertaining thereto shall ever have the right to compel the exercise of the ad valorem taxing power of the Village or taxation in any form of any real property therein to pay such Bonds or the interest thereon or be entitled to payment of such principal and interest from any other funds of the Village except from the, special funds in the manner provided herein. -13- SECTION 14. PLEDGE OF FRANCHISE TAX FOR BONDS. The payment of the debt service of all the Bonds issued hereunder shall be secured forthwith equally proceeds received provided, and the to the payment of and ratably by a pledge of and a prior lien upon the by the Village from the franchise tax, as hereinafter Village does hereby irrevocably pledge such funds the principal of and interest on the Bonds and to the payment into the Sinking Fund at the times provided of the sums required to secure to the holders of the Bonds the payment of the principal of and interest thereon at the respective maturities of the Bonds. SECTION 15. COVENANTS OF THE VILLAGE. For as long as any of the principal of and unpaid or until or Reserve Account, and interest on any of the Bonds shall be outstanding there shall have been set apart in the Sinking Fund herein established, a sum sufficient to pay, when due, the entire principal of the Bonds remaining unpaid, together with the interest accrued or to accrue thereon, the Village covenants with the holders of any and all of the Bonds issued pursuant to this Resolution as follows, that: A. FRANCHISE TAX FUND. All the proceeds of the franchise tax, as soon as the same are received or collected by the Village, shall be deposited with a bank or trust company located within the State of Florida and held in a special fund, hereby created and designated as the "Franchise Tax Fund". Such fund shall constitute a trust fund for the purpose provided in this Resolution, and the moneys on deposit therein shall be used only for the purposes and in the for in subsection B of this Section 15. B. DISPOSITION OF FUNDS. All proceeds at any time manner provided remaining on deposit in the Franchise Tax Fund shall be disposed of in the following manner and order of priority: (1) Commencing not more than thirty (30) days after receipt, in each year thereafter, of the franchise tax moneys, the Village shall withdraw and deposit with the Improvement Revenue Bond Sinking Fund an amount equal in the aggregate -14- (A) The amount of principal maturing on the next principal maturity date; and (B) The amount of interest maturing on the next succeeding two interest payment dates. (2) The Village shall next transfer, from the Franchise Tax Fund, an amount equal to one-third (1/3) of the maximum amount of principal and interest becoming due and payable on all the then out- standing bonds of this issue in any ensuing fiscal year. Such transfers shall continue to be made until there shall be on deposit in said Reserve Account an amount equal to the maximum amount of principal and interest due and payable in any ensuing fiscal year. Any withdrawals from the Reserve Account shall be subsequently restored from the first moneys in said Franchise Tax Fund available after all required current payments for the Sinking Fund and Reserve Account, including any deficiencies for prior payments have been made in full. Moneys in the Reserve Account shall be used only for the purpose of payment of maturing principal of or interest on the Bonds when the other moneys in the Sinking Fund are insufficient therefor, and for no other purpose. (3) The Village shall not be required to make any further payments into said Sinking Fund or into the Reserve Account in the Sinking Fund when the aggregate amount of funds in both the Sinking Fund and the Reserve Account are at least equal to the aggregate principal amount of Bonds then outstanding, plus the amount of interest then due or thereafter to become due on such Bonds then out- standing, pursuant to Section 15 B as set forth therein, (4) If on any payment date the franchise tax is insufficient to place the required amount in any of the Funds as hereinbefore provided, the deficiency shall be made up in the subsequent payments in addition to the payments which would otherwise be required to be made into the Funds on the subsequent payment dates. (5) Upon the issuance by the Village of any additional parity bonds under the terms, limitations and conditions provided in this Resolution, the payments into the several accounts in the Sinking -15- Fund shall be increased in such amounts in direct ratio as are necessary to make the payments required above for the principal of and interest on, and reserves for such additional parity bonds. (6) Thereafter, the balance of any money remaining in the Franchise Tax Fund after all current payments and any deficiencies for prior payments into the funds provided above shall have been made may be used by the Village in any manner authorized by law. (7) The Franchise Tax Fund, the Sinking Fund, and the Reserve Account, established and created by this Resolution, shall constitute trust funds for the purposes provided herein for such Funds. A11 of such Funds shall be continuously secured in the same manner as state and municipal deposits are required to be secured by the law of the State of Florida. Moneys in the Reserve Account may be invested and re -invested in direct obligations of the United States of America or in time deposits in banks or trust companies represented by certificates of deposit and continuously secured as above provided, maturing not later than two (2) years from the date of purchase or must otherwise be held in cash. Any and all income received from such investments shall be deposited into the Sinking Fund. Moneys in the Franchise Tax Fund and the Sinking Fund shall not be invested at any time. C. LEVY OF FRANCHISE TAX. The Village will not repeal the ordinance now in effect levying the franchise tax and will not amend or modify said ordinance in any manner so as to impair or adversely affect the power and obligation of the Village to levy and collect -such franchise tax or impair or adversely affect in any manner the pledge of such franchise tax made herein or the rights of the holders of the Bonds. The Village shall be unconditionally and irrevocably obligated, so long as any of the Bonds or the interest thereon are outstanding and unpaid, to levy and collect such franchise tax at the maximum rates permitted by law, to the extent necessary to pay the principal of and interest on said Bonds and to make the other payments provided for herein. This provision shall not be construed to prevent reasonable revision of rates of said franchise tax as long as the proceeds of such -16- franchise tax to be collected by the Village in each year thereafter will be sufficient to pay the principal of and interest on the Bonds becoming due and to make all Sinking Fund, Reserve, and other payments required by this Resolution in such year. D. FRANCHISE TAX NOT SUBJECT TO REPEAL. The Village has full power to irrevocably pledge such franchise tax to the payment of the principal of and interest on the Bonds, and the pledging of said franchise tax in the manner provided herein shall not be subject to repeal, modification, or impairment by any subsequent ordinance, resolu- tion, or other proceedings of the governing body of the Village or by any subsequent act of the Legislature of Florida. The pledge of the franchise tax made in this Resolution shall be for the benefit of any additional bonds payable on a parity with the Bonds from the proceeds of the franchise tax to the same extent as if such additional parity bonds had been originally issued pursuant to this Resolution. E. BOOKS AND RECORDS. The Village will keep separate books and records in such detail and in such manner as to separately disclose all information relating to the levy and collection of the franchise tax, and any holder of a Bond or Bonds shall have the right at all reasonable times to inspect all records, accounts, and data of the Village relating thereto. The Village shall, at least once a year, within thirty days after the end of each fiscal year, cause the books, records, and accounts relating to such franchise tax to be properly audited and shall mail the reports of such audits, upon request, to any holder or holders of the Bonds. F. NO ADDITIONAL ENCUMBRANCES TO BE CREATED ON FRANCHISE TAX. The Village will not issue any other Bonds payable from the franchise tax nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance, or any other charge, having priority to or being on a parity with (except additional parity bonds as provided for herein) the lien of the holders of Bonds upon the franchise tax. -17- G. ISSUANCE OF ADDITIONAL PARITY BONDS, The Village reserves the right to issue additional bonds payable from and secured by a pledge of the franchise tax on a parity with the Bonds. Any such additional parity bonds may be issued for any lawful or municipal purposes and subject to the following provisions and conditions: (1) There shall have been obtained and filed with the Village Clerk, a certificate of an independent certified public accountant of suitable experience and responsibility, stating (a) that the books and records of the Village relating to the collection and receipt of the franchise tax have been audited by him; (b) setting forth the proceeds of the franchise tax received by the Village during each of the two fiscal years immediately preceding the issuance of such additional parity bonds with respect to which such certificate is made; (c) that the average annual proceeds of the franchise tax received by the Village for each of the two preceding fiscal years equal not less than 150% of the largest amount of principal and interest which will become due in each year thereafter on (i) all outstanding Bonds and all parity bonds, if any, then outstanding, and (ii) on the additional parity bonds with respect to which such certificate is made. (2) Such additional parity bonds to be issued shall mature on /10UG-/1?(3E,C 1 of each year, and the interest thereon shall be payable semi-annually on /i /} t/ 1 and Npv,,;r,/3 Fe 1 of each year. (3) The Village shall not be in default in performing any of the covenants and obligations assumed under this Resolution, and all payments required by this Resolution to have been made into the funds and accounts established hereunder shall have been made to the full extent required. -17 (a)- H. REMEDIES. Any holder of Bonds or any coupons appertaining thereto, issued under the provisions of this Resolution, or any trustees acting for such bondholders may, either at law or in equity, by suit, action, mandamus, or other proceeding in any court of competent jurisdiction, protect and enforce any and all rights, including the right to the appointment of a receiver, existing under the laws of the State of Florida or granted and contained in this Resolution and may enforce and compel the performance of all duties required by this Resolution or by any applicable statutes to be performed by the Village or by any officer thereof, including the collection of the franchise tax. Nothing herein, however, shall be construed to grant to any bondholder any lien on any real property of the Village. I. ENFORCEMENT OF COLLECTIONS. The Village will diligently enforce and collect or cause to be enforced and collected the franchise tax and take all steps, actions, and proceedings for the enforcement and collection of such taxes which shall become delinquent to the full extent permitted or authorized by the laws of the State of Florida. SECTION 16. APPLICATION OF BOND PROCEEDS. The Village shall provide for the application of the proceeds, including accrued interest, received from the sale of the Bonds (hereinafter called "Bond Proceeds") as follows: A. The Village shall deposit all accrued interest into the Sinking Fund, and such money shall be used by. the Village only to pay the interest on the Bonds. B. The proceeds of the Bonds shall be deposited in the Construction Fund established in Section 17., of this Resolution. SECTION 17. CONSTRUCTION FUND, A special fund is hereby created, established, and designated as the "Improvement Construction Fund" (herein called the "Construction Fund"). There shall be paid into the Construction Fund the moneys so required by the provisions of Section 16. -18- Such fund shall be deposited in the First American Bank of North Palrn Beach, North Palm Beach, Florida, and shall be kept separate and apart from all other accounts of the Village, and the moneys on deposit therein shall be withdrawn, used, and applied by the Village solely to the payment of the cost of the project and purposes incidental thereto. If for any reason such proceeds or any part thereof are not necessary for or are not applied to the payment of such cost, then the unapplied proceeds shall be deposited by the Village in the Reserve Account. All such proceeds shall be and constitute trust funds for such purposes, and there is hereby created a lien upon such moneys until so applied in favor of the holders of the Bonds. Any funds on deposit in the Construction Fund which, in the opinion of the Village Council are not immediately necessary for expenditure, as hereinabove provided, may be invested in direct obligations of the United States of America maturing in a period of 91 days or less. All such securities shall be held by the depository bank, and all income derived therefrom shall be deposited in the Sinking Fund. Immediately prior to the delivery of the Bonds to the purchasers thereof, the Village shall enter into a written agreement, the terms of which shall be established by subsequent resolution of the Village, with the depository bank for said Construction Fund, which said agreement shall provide that all expenditures or disbursements from said Construction Fund shall be made only after such expenditures or disbursements shall have been approved in writing by the Mayor. SECTION 18. MODIFICATION OR AMENDMENT. No material modification or amendment of this Resolution or of any Resolution amendatory hereof or supplemental hereto may be made without the consent in writing of the holders of sixty-six per centum (66%) or more in principal amount of the Bonds then outstanding; provided, however, that no modification or amendment shall permit a change in the maturity of such Bonds or a reduction in the rate of interest thereon -19- or in the amount of the principal obligation or affecting the unconditional promise of the Village to levy and collect such franchise tax, as herein provided, or to pay the principal of and interest on the Bonds as the same shall become due from said franchise tax or reduce such percentage of holders of such Bonds, required above, for such modifications or amendments, without the consent of the holders of all of such Bonds. SECTION 19. SEVERABILITY OF INVALID PROVISION. If any one or more of the covenants, agreements, or provisions of this Resolution should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements, or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements, or provisions and in no way affect the validity of all the other provisions of this Resolution or of the Bonds or coupons issued there- under. SECTION 20. VALIDATION AUTHORIZED. Pursuant to Chapter 75, Florida Statutes, the Attorney for the Village, Herbert L. Gildan, be and he is hereby authorized and directed to prepare and institute proceedings in the Circuit Court in and for Palm Beach County, Florida, to validate and confirm the issuance of Bonds authorized by this Resolution and all proceedings had and action taken relating thereto. SECTION 21. REPEAL OF INCONSISTENT RESOLUTIONS. All Resolutions or parts thereof in conflict herewith are hereby repealed. SECTION 22. SUBSTITUTION OF FRANCHISE TAX. The Village hereby covenants with the holders of the Bonds that, in the event it shall acquire the electric power and distribution facilities of the Florida Power and Light Company within the Village, pursuant to the provisions of the ordinance enacted July 22, 1957, or otherwise, or in the event it shall acquire, construct or operate an electric power and distribution system within the Village in place of the electric power and distribution system of the Florida Power and Light Company, and -20- the franchise taxes are not available to the Village to make the payments therefrom required pursuant to the provisions of this Resolution, the Village will make payment from the net revenues first available to it from the operation of any such electric power and distribution system so owned, acquired, constructed or operated by it of the amounts required to be paid from the franchise taxes pursuant to the provisions of this Resolution. SECTION 23. TIME OF TAKING EFFECT. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 28th day of May, 1968. ATTEST: VILLAGE CLERK MAYOR -21-