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HomeMy WebLinkAboutRes 1975-54 Authorizing the Acquisition of Recreational EquipmentRESOLUTION NO. 54-75 A RESOLUTION AUTHORIZING THE ACQUISITON OF RECREATIONAL EQUIPMENT FOR THE GOLF COURSE OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA; PROVIDING FOR THE ISSUANCE OF NOT EXCEED- ING $210,000 IMPROVEMENT REVENUE BONDS, SERIES 1975 OF SUCH VILLAGE TO PAY THE COST OF SUCH PROJECT; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH BONDS; PROVIDING FOR THE PAYMENT THEREOF; AND MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS. BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to Chapter 31481, Laws of Florida, Extraordinary Session, 1955-56, as amended and supplemented, Chapter 166, Part II, Florida Statutes and other applicable provisions of law. SECTION 2. DEFINITIONS. The following terms shall have the following meanings herein, unless the text otherwise expressly requires: - A. "Issuer" shall mean the Village of North Palm Beach, Florida. B. "Act" shall mean Chapter 31481, Laws of Florida, Extraordinary Session, 1955-56, as amended and supplemented and Chapter 166, Part II, Florida Statutes. C. "Obligations" shall mean the $210,000 Improvement Revenue Bonds, Series 1975 herein authorized to be issued, together with any additional parity obligations hereafter issued under the terms, conditions and limitations contained herein. •D. "Holder of obligations" or "obligation holders" or any similar term shall mean any person who shall be the bearer or owner of any outstanding obligation or obligations registered to bearer, or not registered or the registered owner of any such obligation or ob- ligations which shall at the time be registered other than to bearer. 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 ].egal 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. "Excise taxes" shall mean the franchise tax. G. "Parity obligations" shall mean the outstanding Improvement Revenue Bonds, of the issuer dated May 1, 1968, and the Improvement Revenue Bonds, Series 1972 of the issuer dated November 1, 1971 payable from the excise taxes. a. +JAL of "Fiscal year" shall mean the period commencing on each year and ending on the succeeding I. 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 3. FINDINGS. It is hereby ascertained, determined and declared that: A. The issuer now owns, operates and maintains a municipal golf course and related facilities for the benefit of its inhabitants B. It is desirable and in the best interests of the health and welfare of the inhabitants of the issuer that the issuer purchase golf carts and construct or acquire a golf cart shed for said municipal golf course (hereinafter called "project"). C. The issuer will derive rental fees from the rental of such golf carts. D. Pursuant to 'law, the issuer 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 (30) years from date whereby the issuer would receive the franchise tax by reason of having granted to the Florida Power and Light Company the right to supply electric services to the issuer or its inhabitants. E. (1) The revenues derived from the operation of the project are not now pledged or encumbered in any manner. (2) The proceeds from the excise taxes are not now pledged or encumbered in any manner, except to the prior payments therefrom of the principal of and interest on the parity obligations. -2- 1 F. The estimated revenues to be derived from the operation of the project and the proceeds of the excise taxes will be sufficient to pay all of the principal of and interest on the obligations to be issued hereunder, as the same become due, and to make all required sinking fund, reserve or other payments. G. The principal of and interest on the obligations and all required sinking fund, reserve and other payments shall be payable solely from the revenues derived from the operation of the project and from the proceeds of the excise taxes, as herein provided. The issuer shall never be required to levy ad valorem taxes on any property therein to pay the principal of and interest on the obliga- tions or to make any of the required sinking fund, reserve or other payments and such obligations shall not constitute a lien upon any property of or in the issuer. SECTION 4. AUTHORIZATION OF ACQUISITION AND CONSTRUCTION OF PROJECT. There is hereby authorized the acquisition and construc- tion of the project. The cost of such project, may include, but need not be limited to, the acquisition of any lands or interest therein or any other properties deemed necessary or convenient therefor; engineering, architectural, 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; the capitalization of interest for a reasonable period after the issuance of the obligations; the creation and establishment of reasonable reserves for debt service; and such other costs and expenses as may he necessary or incidental to the financing herein authorized and the construction and acquisition of the project and the placing of same in operation. SECTION 5. RESOLUTION TO CONSTITUTE CONTRACT. In consider- ation of the acceptance of the obligations 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 issuer and such holders. The covenants and agreements herein set forth to be performed by the issuer shall be for the -3- equal benefit, protection and security of the legal holders of any and all of such obligations and the coupons attached thereto, all of which shall be of equal rank and without preference, priority or distinction of any of the obligations or coupons over any other thereof, except as expressly provided therein and herein. SECTION 6. AUTHORIZATION OF OBLIGATIONS. Subject and pursuant to the provisions hereof, obligations of the issuer to be known as "Improvement Revenue Bonds, Series 1975", herein sometimes referred to as "obligations", are authorized to be issued in the aggregate principal amount of not exceeding Two Hundred Ten Thousand Dollars ($210,000). SECTION 7. DESCRIPTION OF OBLIGATIONS. The obligations shall be dated October 1, 1975; shall be numbered consecutively from one upward; shall be in the denomination of $5,000 each; shall bear interest at such rate or rates not exceeding the maximum rate fixed by the Act or by other applicable law, the actual rate or rates to be determined by the governing body of the issuer upon the sale of the obligations; such interest to be payable semi-annually April 1 and October 1 of each year; and shall mature serially in numerical order, on October 1 in the years and amounts as follows: YEAR AMOUNT 1976 1977 1978 1979 1980 1981 1982 $20,000 20,000 30,000 30,000 30,000 40,000 40,000 Such obligations shall be issued in coupon form; shall be payable to bearer unless registered as hereinafter provided; shall be payable with respect to both principal and interest at a bank or hanks to be subsequently determined by the issuer prior to the de- livery of the obligations; shall be payable in lawful money of the United States of America; and shall bear interest from their date, payable in accordance with and upon surrender of the appurtenant interest coupons as they severally mature. SECTION 8. EXECUTION OF OBLIGATIONS AND COUPONS. The obligations shall be executed in the name of the issuer by the Mayor and countersigned and attested•by the Village Clerk, and its corporate -4- 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 obligations, provided that at least one signature required to be placed thereon shall be manually subscribed. In case any officer whose signature shall appear on any of the obligations shall cease to be such officer before the delivery of such obligations, such signature or facsimile shall nevertheless be valid and sufficient for all purposes the same as if he had remained in office until such delivery. The obligations may he signed and sealed on behalf of the issuer by such person who at the actual time of the execution of such obligations shall hold the proper office with the issuer, although at the date of such obligations such person may not have held such office or may not have been so authorized. The coupons attached to the obligations shall be authenti- cated with the facsimile signatures of any present or future Mayor and Village Clerk of the issuer, and the validation certificate on the obligations shall be executed with the facsimile signature of the Mayor. The issuer may adopt and use for such purposes the facsimile signatures of any persons who shall have held such offices at any time on or after the date of the obligations notwithstanding that they may have ceased to be such officers at the time such obligations shall be actually delivered. SECTION 9. NEGOTIABILITY AND REGISTRATION. The obligations and the coupons appertaining thereto 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 such obligations or the coupons appertain- ing thereto, shall be conclusively deemed to have agreed that such obligations shall be and have all of the qualities and incidents of negotiable instruments under the law merchant and the Laws of the State of Florida. The obligations may be registered at the option of the holder as to principal only at the office of the Village Clerk, as - Registrar, or such other Registrar as may be hereafter duly appointed, such registration to be noted on the back of the obligations in the -5- space provided therefor. After such registration as to principal only, no transfer of the obligations shall be valid unless made at such office by written assignment of the registered owner, or by his duly authorized attorney in a form satisfactory to the Registrar, and similarly noted on the obligations, but the obligations may be discharged from registration by being in like manner trans- ferred to bearer and thereupon transferability by delivery shall be restored. At the option of the holder, the obligations may thereafter again from time to time be registered or 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. OBLIGATIONS MUTILATED, DESTROYED, STOLEN OR LOST. In case any obligation shall become mutilated, or be destroyed, stolen or lost, the issuer may in its discretion issue and deliver a new obligation with all unmatured coupons attached, if any, of like tenor as the obligation and attached coupons, if any, so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated obligation, upon surrender and cancellation of such mutilated obligation and attached coupons, if any, or in lieu of and substitution for the obligation and attached coupons, if any, destroyed, stolen or lost, and upon the holder furnishing the issuer proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the issuer may prescribe and paying such expenses as the issuer may incur. All obligations and coupons so surrendered shall be cancelled. If any such obligation or coupon shall have matured or be about to mature, instead of issuing a substitute obligation or coupon, the issuer may pay the same, upon being indemnified as aforesaid, and if such obligation or coupon be lost, stolen or destroyed, without surrender thereof. All such duplicate obligations and coupons issued pursuant to this section shall constitute original, additional contractual obligations on the part of the issuer whether or not the lost, stolen or destroyed obligations or coupons be at any time found by anyone, and such duplicate obligations and coupons shall be entitled to equal and proportionate benefits and rights as to lien on and source and security for payment from the funds, as hereinafter pledged, to the -6- same extent as all other obligations and coupons issued hereunder. SECTION 11. PROVISIONS FOR REDEMPTION. The obligations may be redeemable prior to their stated dates of maturity, at the option of the issuer, in whole or in part, but in inverse numerical order if less than all, on any interest payment date, at the price of par and accrued interest to the date of redemption; provided that written notice of such prior redemption shall be given as follows: Notice of such redemption (i) shall be published at least once at least thirty (30) days prior to the redemption date in a financial journal published in the Borough of Manhattan, City and State of New York, (ii) shall be filed with the paying agents, and (iii) shall be mailed, postage prepaid, to all registered owners of obligations to be redeemed at their addresses as they appear on the registration books hereinabove provided for. Interest shall cease to accrue on any obligation duly, called for prior redemption on the redemption date, if payment thereof has been duly provided. SECTION 12. FORM OF OBLIGATIONS AND COUPONS. The obliga- tions, the interest coupons to be attached thereto, and the certifi- cate of validation shall be in substantially the following form, with such omissions, insertions and variations as may be necessary and desirable and which are herein authorized orpermitted or which are subsequently authorized or permitted prior to the issuance of - the obligations: No. $5,000 UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF PALM BEACH VILLAGE OF NORTH PALM BEACH IMPROVEMENT REVENUE BOND SERIES 1975 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 October, 19 , from the special funds hereinafter mentioned, the principal sum of FIVE THOUSAND DOLLARS -7- and to pay solely from such special funds, interest thereon from the date hereof at the rate of per centum ( _%) per annum until payment of the principal sum, such interest to the ma- turity hereof being payable semi-annually on the first day of April and the first day of October in each year upon the presentation and surrender of the annexed coupons as they severally fall due. Both principal of and interest on this bond are payable in lawful money of the United States of America at or, at the option of the holder at This bond is one of an authorized issue of bonds in the aggregate principal amount of $210,000 of like date, tenor and ef- fect, except as to number, interest rate and date of maturity, issued to finance the cost of the acquisition of recreational equipment for the municipal golf course (hereinafter called "project"), 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 supplemented, Chapter 166, Part II, Florida Statutes and other applicable provisions of law, and a resolution duly adopted by the Village on the day of , 1975, (hereinafter called "Resolution"), and is subject to all the terms and conditions of such Resolution. This bond and the coupons appertaining thereto are payable solely from and secured by a lien upon and pledge of the revenues derived by the Village from the operation of the project and a lien upon and pledge of the proceeds of the franchise tax (hereinafter called "excise taxes"), in the manner provided in the Resolution. The lien of the holders of the bonds of this issue on the proceeds of the excise taxes is junior and subordinate to the lien thereon of the holders of certain outstanding revenue bonds of the Village described in the Resolution as parity obligations. The bonds of this issue are subject to redemption prior to their stated dates of maturity, at the option of the Village, in whole or in part, but in inverse numerical order if less than all, on any interest payment date, at the price of par and accrued interest to the date of redemption. -8- Notice of such redemption shall be given in the manner required by the Resolution. This bond does not constitute an indebtedness of the Village within the meaning of any constitutional or statutory provision or limitation, and it is expressly agreed by the holder of this bond and the coupons appertaining thereto that such holder shall never have the right to require or compel the exercise of the ad valorem taxing power of the Village for the payment of the principal of and interest on this bond or the making of any sinking fund, reserve or other payments provided for in the 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 onl on the revenues derived from the operation of the project and on the excise taxes in the manner provided in the Resolution. The Village in the Resolution has covenanted and agreed with the holders of the bonds of this issue to levy and collect the excise taxes at such rates, not exceeding the maximum rate permitted by law, to the extent necessary to pay, together with the revenues derived from the project, as the same shall become due, the principal of and interest on the bonds of this issue and on any other bonds or other obligations payable from the excise taxes and to make all reserve, sinking fund and other payments provided for in the Resolu- tion, and that the rates of such excise taxes shall not be reduced so as to be insufficient to provide adequate revenues for such purposes; and the Village has entered into certain further covenants with the holders of the bonds of this issue for the terms of which reference is made to the Resolution. it is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this bond, exist, have happened and have been performed in regular and due form and time as required by the Laws and Constitution of the State of Florida applicable thereto, and that the issuance of the bonds of this issue does not violate any constitutional or statutory limitation or provision. -9- This bond, and the coupons appertaining thereto are and have all the qualities and incidents of a negotiable instrument under the law merchant and the Laws of the State of Florida. This bond, may be registered as to principal only 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 its Mayor and attested and countersigned by its Village Clerk, either manually or with their facsimile signatures, and the corporate seal of said Village or a facsimile thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon and the interest coupons hereto attached to be executed with the facsimile signatures of such officers all as of the first day of October, 1975. (SEAL) ATTESTED AND COUNTERSIGNED Village Clerk VILLAGE OF NORTH PALM BEACH, FLORIDA Mayor FORM OF COUPON No. $ On the first day of , 19 , unless the bond to which this coupon is attached is callable and has been duly called for prior redemption and provision duly made for the payment thereof, the Village of North Palm Beach, Florida, will pay to the bearer at , or, at the option of the holder, at, , from the special funds described in the bond to which this coupon is attached, the amount shown hereon in lawful money of the United States of America, upon presentation and surrender of this coupon, being six months' interest then due in its Improvement Revenue Bond, Series 3975, dated October 1, 1975, No. -10- VILLAGE OF NORTH PALM BEACH, FLORIDA (SEAL) Mayor ATTESTED AND COUNTERSIGNED Village Clerk VALIDATION CERTIFICATE This bond is one of a series of bonds which were validated and confirmed by judgment of the Circuit Court for Palm Beach County, Florida rendered on the day of , 1975. Mayor 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 regis- tration 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 de- livery, 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. OBLIGATIONS NOT DEBT OF ISSUER. Neither the obligations nor coupons shall be or constitute general obligations or indebtedness of the issuer as "bonds" within the meaning of the Constitution of Florida, but shall be payable solely from and secured by a lien upon and a pledge of the special funds as herein provided. No holder or holders of any obligations issued hereunder or of any coupons appertaining thereto shall ever have the right to compel the exercise of the ad valorem taxing power of the issuer or taxation in any form of any real property therein to pay. such obli- gations or the interest thereon or be entitled to payment of such principal and interest from any other funds of the issuer except from the special funds in the manner provided herein. SECTION 14. PLEDGE OF REVENUES. The payment of the principal of and interest on the obligations shall be secured forth- with equally and ratably by an irrevocable prior pledge of and lien on the revenues derived from the operation of the project and the issuer does hereby irrevocably pledge such revenues from the project to the payment of the principal of and interest on the obligations, for reserves therefor and for all other required payments. SECTION 15, PLEDGE OF EXCISE TAXES. The payment of the principal of and interest on the obligations shall be additionally secured forthwith equally and ratably by a pledge of and a lien upon the proceeds received by the issuer from the excise taxes, as hereinafter provided, subject only to the prior lien upon such excise taxes of the parity obligations, and the issuer does hereby irrev- ocably pledge such funds to the payment of the principal of and interest on the obligations, for reserves therefor and for all other required payments. SECTION 16. COVENANTS OF THE ISSUER. For as long as any of the principal of and interest on any of the obligations shall be out- standing and unpaid or until there shall have been set apart in the Sinking Fund, herein established, including the Reserve Account therein a sum sufficient to pay when due the entire principal of the obli- gations remaining unpaid, together with interest accrued'or to accrue -19- thereon, the issuer covenants with the holders of any and all obliga- tions as follows: A. REVENUE FUND. The entire revenues derived from the operation of the project shall upon receipt thereof be deposited in the "Improvement Revenue Fund", (hereinafter called "Revenue Fund"), hereby created. Such Revenue Fund shall constitute a trust fund for the purposes herein provided, and shall be kept separate and distinct from all other funds of the issuer and used only for the purposes and in the manner herein provided. B. EXCISE TAXES FUND. All of the proceeds of the excise taxes, as soon as the same are collected by the issuer, shall be forth- with deposited into a fund to be known as the "Franchise Tax Fund", heretofore created and established for the benefit of the parity obligations. Such Franchise Tax Fund shall constitute a trust fund for the purposes herein provided, and shall be kept separate and distinct from all other funds of, the issuer and used first to make all payments required by the proceedings which authorized the issuance of the parity obligations and thereafter only for the purposes and in the manner herein provided. C. DISPOSITION OF REVENUES. All revenues at any time remaining on deposit in the Revenue Fund shall be disposed of on or before the fifteenth (15th) day of each month, commencing in the month immediately following the delivery of the obligations only in the following manner and in the following order of priority: (1) From the moneys in the Revenue Fund, the issuer shall first deposit into a separate fund which is hereby created and designated "Improvement Revenue Bonds, Series 1975 Sinking Fund" (hereinafter called "Sinking Fund"), such sums as will be suf- ficient to pay one -sixth (1/6) of all interest becoming due on the obligations on the next semi-annual interest payment date and one - twelfth (1/12) of all principal maturing on the obligations on the next maturity date. All such payments, as provided above, shall include an amount sufficient to pay the fees and charges of the paying agents. Such monthly payments shall be increased proportionately to the extent -13- required to pay principal and interest becoming due during the first fiscal year, after making allowance for the amounts of money, if any, from said which will be deposited in the Sinking Fund out of proceeds the sale of the obligations. (2) The issuer obligations, deposit Fund, the sum of $10,000. after making the payments shall, from the proceeds of the sale of in a Reserve Account in said Sinking Thereafter, from the revenues available required in (1) above, there shall be deposited into such Reserve Account such sums or all of such moneys to continue to maintain said Reserve Account in the amount of $10,000. No further payments shall be required to be made into such Reserve Account as long as there shall remain on deposit therein the sum of $10,000. Any withdrawals from the Reserve Account shall be subsequently restored from the first moneys available in the Revenue Fund after all required current payments for the Sinking Fund, including all deficiencies for prior payments, have been made in full. Moneys in the Reserve Account shall be used only for the purpose of the payment of maturing principal of or interest on the obligations when the therefor, and for no The issuer other moneys in the Sinking Fund are insufficient other purpose. shall not be required to make any further pay- ments into the Sinking Fund or into the Reserve Account in the Sinking Fund when the aggregate amount of moneys in both the Sinking Fund and the Reserve Account are at least equal to the aggregate principal amount of obligations then outstanding, plus the amount of interest then due or thereafter to become due on such obligations then outstanding. • (3) Whenever by reason of the insufficiency of moneys on deposit in the Revenue Fund, the issuer is not able to make promptly the current monthly payments hereinabove required to be made into the Sinking Fund and Reserve Account, there shall be paid from the amount -14- of excise taxes on deposit in the Franchise Tax Fund whatever sums are necessary to cure such existing deficit. Whenever all of the above required current payments have been made into the Sinking Fund and Reserve Account, the balance of any moneys on deposit in the Franchise Tax Fund may be withdrawn and used by the issuer for any lawful purpose. The use of the excise taxes as above provided shall be at all times subject to the prior lien thereon of the outstanding parity obligations. (4) Revenues may next be used to pay the costs of operat- ing and maintaining the project. (5) The balance of any moneys remaining in the Revenue Fund after the above required payments have been made, may be used for the purchase and redemption of the obligations or for any lawful purpose. (6) The Revenue Fund, the Franchise Tax Fund, the Sinking Fund and the Reserve Account, and any other special funds herein established and created shall constitute trust funds for the purposes provided herein for such funds. All such funds shall be continuously secured in the manner by which the deposit of public funds are authorized to be secured by the Laws of the State of Florida. Moneys on deposit in the Sinking Fund and in the Reserve Account may be invested and reinvested only in direct obligations of the United States of America or placed in time deposits in banks or trust companies represented by certificates of deposit and continuously secured as provided by the Laws of the State of Florida maturing not later than the date on which the moneys therein will be needed in the case of the Sinking Fund and three (3) years in case of the Reserve Account. Any and all income received by the issuer from such investments shall be deposited into the Sinking Fund. Moneys in the Revenue Fund and the Franchise Tax Fund shall not be invested at any time. D. LEVY OF EXCISE TAXES. The issuer will not repeal the ordinance now in effect levying the excise taxes and will not amend or modify said ordinance in any manner so as to impair or adversely -15- affect the power and obligation of the issuer to levy and collect such excise taxes or impair or adversely affect in any manner the pledge of such excise taxes made herein or the rights of the holders of the obligations. The issuer shall be unconditionally and ir- revocably obligated, so long as any of the obligations or the inter- est thereon are outstanding and unpaid, to levy and collect such excise taxes, at the maximum rates permitted by law, to the extent necessary to pay the principal of and interest on the parity obliga- tions and on the herein authorized obligations and to make the other payments provided for herein. This provision shall not be con- strued to prevent reasonable revisions of the rates of such excise taxes as long as the proceeds of such excise taxes to be collected by the issuer in each year thereafter, together with the net revenues, will be sufficient to pay the principal of and interest on the obli- gations as the same become due and to make all Sinking Fund, Reserve Account and other payments herein required in such year. E. EXCISE TAXES NOT SUBJECT TO REPEAL. The issuer has full power to irrevocably pledge such excise taxes to the payment of the principal of and interest on the obligations, and the pledging of such excise taxes in the manner provided herein shall not be subject to re- peal, modification or impairment by any subsequent ordinance, reso- lution or other proceedings of the governing body of the issuer or by any subsequent act of the Legislature of Florida. F. ISSUANCE OF OTHER OBLIGATIONS. The issuer will not issue any other obligations, except additional obligations payable from the excise taxes on a parity with the parity obligations, payable from the revenues of the project or from the excise taxes, nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge having priority to or being on a parity with the lien of the obligations and the interest thereon, upon said revenues or excise taxes. Except for such additional obligations payable on a parity from the excise taxes with the parity obligations, any other obligations issued by the issuer in addition to the obligations herein authorized payable from such revenues and excise taxes, shall contain an express -16- statement that such obligations are junior and subordinate in all respects to the obligations, herein authorized, as to lien on and source and 'Security for payment from such revenues and such excise taxes. SECTION 17. APPLICATION OF PROCEEDS OF OBLIGATIONS. All moneys received from the sale of the obligations shall be deposited by the issuer in a special account in a bank or trust company and applied by the issuer as follows: A. All accrued interest on the obligations shall be de- posited in the Sinking Fund. B. The issuer shall next use the moneys in said special account to pay all engineering fees, legal fees, fees of financial advisors, cost of the issuance of the obligations, and all other similar costs incurred in connection with the acquisition and construction of the project and the issuance of the obligations to finance the cost thereof. C. The sum of $10,000 shall be deposited in the Reserve Account in the Sinking Fund, herein created and established, to be used solely for the purposes of said Reserve Account. D. A special fund is hereby created, established and designated as the "Improvement Construction Fund-1975" (herein called the "1975 Construction Fund"). There shall be paid into the 1975 Construction Fund the balance of the moneys remaining after making all the deposits and payments provided for in paragraphs A, B and C above. Such fund shall be kept separate and apart from all other accounts of the issuer, and the moneys on deposit therein shall be withdrawn, used and applied by the issuer solely to the payment of the cost of the project and purposes incidental thereto, as herein - above described and set forth. 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 issuer in the Reserve Account in the Sinking Fund. 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 obligations. -17- • Any funds on deposit in the 1975 Construction Fund which, in the opinion of the issuer, are not immediately necessary for expenditure as hereinabove provided, may be invested in direct obligations of the United States of America or placed in time deposits of banks or trust companies represented by certificates of deposit fully secured as provided by law maturing in a period of ninety-one (91) days or less. A11 such securities shall be held by the depository bank and all income derived therefrom shall be deposited in the Sinking Fund. All expenditures or disbursements from the 1975 Construction Fund shall be made only after such expenditures or disbursements shall have been approved in writing by the issuer. SECTION 18. MODIFICATION OR AMENDMENT. No material modification or amendment of this resolution or of any ordinance or resolution amendatory hereof or supplemental hereto may be made without the consent in writing of the holders of two-thirds or more in the principal amount of the obligations then outstanding; provid- ing however, that no modification or amendment shall permit a change in the maturity of such obligations or a reduction in the rate of interest thereon or in the amount of the principal obligation there- of or affecting the promise of the issuer to pay the principal of and interest on the obligations as the same shall become due from the revenues of the project and from the proceeds of the excise taxes or reduce the percentage of the holders of the obligations required to consent to any material modification or amendment hereof without the consent of the holder or holders of all such obligations. SECTION 19. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereof or of the obligations or coupons issued hereunder. -18- SECTION 20. SALE OF OBLIGATIONS. The obligations shall he issued and sold in such manner and at such price or prices con- sistent with the Act, all at one time or in installments from time to time, as shall be hereafter determined by the governing body of the issuer. SECTION 21. VALIDATION AUTHORIZED. The attorney for the issuer is authorized and directed to prepare and file proceedings to validate the obligations in the manner provided by law. SECTION 22. REPEALING CLAUSE. All resolutions or parts thereof of the issuer in conflict with the provisions herein con- tained are, to the extent of such conflict, hereby superseded and repealed. SECTION 23. ARBITRAGE. No use will be made of the proceeds of the obligations which would cause the same to be "arbitrage bonds" within the meaning of the Internal Revenue Code. The issuer at all times while the obligations and interest thereon are outstanding will comply with the requirements of Section 103(d) of the Internal Revenue Code and any valid and applicable rules and regulations of the Internal Revenue Service. SECTION 24. EFFECTIVE DATE. This resolution shall take effect immediately upon its final passage as provided by law. ATTEST: Lid Vi3lage Clerk MAYOR -19- CERTIFICATE OF R` O RDING OFFICER The undersigned HEREBY CERTIFIES that: 1._•SHc is the duly appointed, qualif ied, and acting Village Clerk - of the "Village of North Palm Beach (hn re in cal led the Village 1 , and keccer of the records thereof, including the minutes of its proceedings; 2. The annexed copy cf extracts from the minutes of t he ____Itggular meeting of the Village Ccn,nril ' _, held on the 25th clay of September , 1975 , is ;, true, correr•t, and compared copy of the whole of the original r,inutes of said r.'neti:tg on file and o= record -insofar as the s=rc relate to the resolution referred to in said extracts and to the other natters referred to therein; 3. Said meeting was duly convened in conformity with all applicable requirements: a proper quorum was present through- out snid meeting and the resolution hereinafter mentioned was duly proposed, considered, and adopted in conformity with aooli- cable requirements: end all other requirements and proceedings incident to the proper adoption of said resolution have been duly fulfilled, carried out, and otherwise observed; 4. SHe is duly authorized to execute this Certificate; and 5. The copy of the resolution annexed hereto entitled: A RESOLUTION AUTHORIZING THE ACQUISITION OF RECREATIONAL EQUIPMENT FOR THE GOLF COURSE OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA; PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING $210,000 IMPROVEMENT REVENUE BONDS, SERIES 1975 OF SUCH VILLAGE TO PAY THE COST OF SUCH PROJECT; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH BONDS; PROVIDING FOR THE PAYMENT THEREOF; AND MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS. • is e true, correct, and ccmpared copy of the original resolution referred -to in said extracts and as finally adopted at said meet:- inc.] _;nd, to the extent required by law, as thereafter duly sicinc,d or aopro:ved by the proper officer or officers of the Village , which resolution is on file and of record. {IIT_Z,SS my hand and the seal of the Village nis 25th day September , 19 75 . Dolores R. Walker, Village Clerk