1987-32 Revenue BondsRESOLUTION N0. 32-87
A RESOLUTION OF THE VILLAGE OF NORTH PALM
BEACH, FLORIDA, AUTHORIZING THE REFUNDING
OF CERTAIN OUTSTANDING OBLIGATIONS OF THS
VILLAGE= PROVIDING FOR THS ISSUANCE OF
NOT EXCEEDING $1,000,000 REFUNDING IMPROVE-
MENT REVENUE BONDS, SERIES 1987, OF THE
VILLAGE Tb BS APPLIED TO REFUND SUCH OUT-
' STANDING OBLIGATIONSf PROVIDING FOR THS
PAYMENT OF SUCH BONDS FROM THS:PROCSEDS
OF A FRANCHISE TAX RECEIVED FROM FLORIDA
POWER AND LIGHT COMPANYi MAKING CERTAIN
OTHER COVENANTS AND AGREEMENTS IN CONNEC-
TZON THEREWITHi AND PROVIDING AN EFFECTIVE
DATE.
BS IT RESOLVED BY THS VILLAGE COUNCIL OF NORTH PALM
BEACH, FLORIDAt
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This resolu-
tion is adopted pursuant to the provisions of 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. Terms not otherwise defined in this Section
shall have the meanings specified in the Original Resolution.
'
Words importing the singular number shall include the plural
number in each case and vice versa, and words importing persona
shall include firma and corporations.
A. "Act" shall mean Chapter 166, Part II, Florida
Statutes, and other applicable provisions of law.
B. "Amortization Installment," with respect to any Term
Bonds of a series, shall mean an amount or amounts so designated
which is or are established for the Term Bonds of such series,
provided that the aggregate principal amount of such installments
for each maturity of Term Bonds of such series shall equal the
aggregate principal amount of each maturity of Term Bonds of such
series delivered on original issuance.
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C. "Bond Registrar" shall mean such bank or trust
company, located within or without the State of Florida, which
shall maintain the registration books of the Issuer and be
responsible for the transfer and exchange of the Bonds, and which
also may be the paying agent for the Bonds.
D. "Bonds" shall mean the Refunding Improvement Revenue
1 Bonds, Series 1987, herein described.
E. "Capital Appreciation Bonds" shall mean Bonds,
the interest on which (1) shall be compounded periodically, (2)
shall be payable at maturity or redemption prior to maturity and
(3) shall be determined by reference to the Compounded Amounts.
Fr "Compounded Amounts" with respect to any Capital
Appreciation Bonds, shall mean the amounts so designated in a
subsequent resolution of the Council, representing principal and
interest accrued on such Capital Appreciation Bonds.
G. "Council" shall mean the Village Council of the
issuer.
H. "Federal Securities" shall mean direct obligations
' of (including obligations issued or held in book entry form on
the books of the Department of the Treasury of the United
States), or obligations fully guaranteed as to principal and
interest by, the United States of America.
I. "Fiscal Year" shall mean the period commencing on
October 1 of each year and ending on the succeeding September 30.
J. "Franchise Tax" shall mean any and all money
received by the Issuer from the Florida Power and Light Company,
its legal representatives, successors or assigns under the
franchise granted pursuant to Ordinance No. 2 duly enacted by the
Council on July 22, 1957, and thereafter reenacted and adopted
July 10, 1980; and any and all money received by the Issuer from
the Florida Power-and Light Company, its legal representatives,
successors or assigns, under any extension or renewal of such
franchise; or from any new franchise granting the right to supply
electric energy to the Issuer or its inhabitants.
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K. "Holder of Bonds" or "Bondholders" or any similar
term shall mean the owner of any such Bond or Bonds as shown on
the registration books of the Issuer maintained by the Bond
Registrar.
L. "Issuer" shall mean the Village of North Palm Beach,
Florida.
' M. "Original Resolution" shall mean the resolution of
the Council duly adopted on May 28, 1968, authorizing the
issuance of the Improvement Revenue Bonds, dated May 1, 1968, and
the Improvement Revenue Bonds, Series 1972, dated November 1,
1971, of the Issuer which have been retired.
N. "Record Date" shall mean the 15th day of the month
immediately preceding any interest payment date for the Bonds.
0. "Refunded Bonds" shall mean the outstanding
improvement Revenue Bonds, Series 1981, dated March 1, 1981, of
the Issuer, maturing in the year 1988 and thereafter.
P. "Serial Bonds" shall mean any Bond £or the payment
of the principal of which, at the maturity thereof, no fixed man-
' datory sinking fund or bond redemption deposits are required to
be made prior to the 12 month period immediately preceding the
stated date of maturity of such Bonds.
Q. "Term Bonds" shall mean the Bonds of a aeries, all
of which shall be stated to mature on one date and which shall be
subject to retirement in accordance with a schedule of Amortiza-
tion Installments.
SECTION 3. FINDINGS. It is hereby ascertained, deter-
mined and declared that:
A. Due to favorable municipal bond market conditions,
it is in the best interest of the Issuer that the Refunded Bonds
be refunded and redeemed as of November 1, 1987.
B. The Franchise Tax is not now pledged or encumbered
' in any manner except to the payment of the outstanding improvement
Revenue Bonds, Series 1981, dated March 1, 1981, of the Issuer
maturing on November 1, 1987 (the "Series 1981 Bonds 1987
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Maturity"), and the Refunded Bonds. The pledge in favor of the
holders of the Refunded Bonds upon such Franchise Tax will be
defeased upon the issuance of the Bonds. The Series 1981 Bonds
1967 Maturity will be retired in the usual manner from the
Franchise Tax.
C. The Series 1981 Bonds 1987 Maturity and the Refunded
' Bonds were originally issued as Additional Parity Obligations
under the terms, limitations and conditions provided in the
Original Resolution.
D. The Refunded Bonds, in the aggregate principal
amount of $885,000, will be outstanding on November 2, 1987, the
projected date of issuance and delivery of the Bonds.
E. The Refunded Bonds are redeemable prior to their
stated dates of maturity, at the option of the Issuer, as a whole
at any time on or after November 1, 1987, at a price of par and
accrued interest to the date of redemption, plus a premium of 38
of the par value thereof if redeemed on November 1, 1987.
F. Section 11 of the resolution authorizing the
' issuance of the Refunded Bonde provides for notice of redemption,
and such section reads in part as follows:
"Notice of such redemption (i) shall be published at
least thirty (30) days prior to the redemption date in a finan-
cial 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 hereinbefore 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."
G. The Issuer deems it necessary and in its beat inter-
' est to provide for the refunding of the Refunded Bonds through
the issuance of the Bonds herein described. The refunding
program specified herein will be advantageous to the issuer by
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achieving a savings in bond debt service.
H. The funds needed for the refunding na above
described shall be derived from the sale of the Bonds and shall
be expended as follows:
(1) An amount which will be sufficient to effect
the refunding and retirement of the Refunded Bonds as of November
' 1, 1987, will be deposited with the paying agent for the Refunded
Bonds on November 2, 1987, since November 1, 1987, is on a Sunday.
(2) Such costa of the refunding shall be deemed to
include bond discount, if any, legal expenses, municipal bond
insurance, if any, fiscal expenses, expenses for estimates of
costs and of revenues, administrative expenses, reasonable
amounts for reserves, and such other expenses. as may be necessary
or incidental for the financing authorized by this resolution.
I. The principal of and interest on the Bonds and all
required sinking fund, reserve and other payments shall be
payable solely from the Franchise Tax. Neither the Issuer nor
the State of Florida or any political subdivision thereof or
' governmental authority or body therein shall ever be required to
levy ad valorem taxes to pay the principal of and interest on the
Bonds or to make any of the required sinking fund, reserve
or other payments required by this resolution or the Bonds,
and such Bonds shall not constitute a lien upon any property
owned by or situated within the corporate territory of the
Issuer, except as provided herein with respect to the Franchise
Tax.
J. The estimated Franchise Tax will be sufficient to
pay all principal of and interest on the Bonds, as the same
become due, and to make all required sinking fund, reserve or
other payments required by this resolution and the Original
' Resolution.
K. Prior to adoption of this resolution, significant
changes have occurred in the municipal bond market regarding
interest rates on municipal bonds, which are favorable to the
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issuer. Based upon all available information and advice from the
staff of the issuer, it is in the best interest of the Issuer to
respond to these favorable market conditions without, undue delay.
L. The relatively small size of the Bond issue and the
nature of the security for payment of the principal of and
interest on the Bonds would not generate sufficient interest in
t the municipal bond market for a public sale on terms favorable to
the Issuer.
M. A negotiated sale for the Bonds will result in the
most favorable bond financing plan and is in the best interest of
the Issuer.
N: Since the Issuer reasonably expects to receive from
Moody's Investors Service, New York, New York, and/or Standard &
Poor's Corporation, New York, New York, prior to the issuance of
the Bonds, a bond rating or ratings in one of their 3 highest
classifications, there is no limitation on the interest rate for
the Bonds required by Section 215.84, Florida Statutes (1985), as
amended.
' O. The ,issuer expects that William R. Hough & Co. (the
"Purchaser") will offer to purchase the Bonds upon terms and con-
ditions to be negotiated between the Issuer and the Purchaser.
P. The issuer is a government unit with general taxing
powers.
Q. The Bonds will not be "private activity bonds" as
defined in Section 141 of the Internal Revenue Code of 1986, as
amended (collectively, the "Code").
R. Ninety-five percent or more of the net proceeds of
the sale of the Bonds will be used for local government activi-
ties of the Issuer.
S. The Issuer (and all subordinate entities thereof) does
not reasonably expect to issue tax-exempt obligations in excess of
' $5,000,000 aggregate face amount in the calendar year 1987.
SECTION 4. RESOLUTION TO CONSTITUTE CONTRACT. In con-
sideration of the acceptance of the Bonds authorized to be issued
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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 auoh Holders. The covenants and
agreements herein set forth to be performed by the Issuer shall
be for the equal benefit, protection and security of the legal
Holders of any and all of such Bonds, all of which shall be of
' equal rank and without preference, priority or distinction of any
of the Bonds over any other thereof, except ae expressly provided
therein and herein.
SECTION 5. AUTHORIZATION OF BONDS AND REFUNDING.
Subject and pursuant to the provisions hereof, Obligations of the
Issuer to be known as "Refunding Improvement Revenue Bonds,
Series 1987," herein sometimes referred to as "Bonds," are
authorized to be issued in the aggregate principal amount of not
exceeding $1,000,000 for the purpose of refunding the Refunded
Bonds in the manner provided in this resolution.
SECTION 6. DESCRIPTION OF BONDS. The Bonds shall be
dated, shall be issued in such denominations, shall bear interest
' at not exceeding the maximum rate per annum authorized by appli-
cable law, payable at such times, and shall mature on such dates
and in such years and amounts, all as shall be fixed by sub-
sequent resolution of the Council.
The Bonds shall be issued in fully registered form
without coupons) shall be issued as current interest paying Bonds
or as Capital Appreciation Bonds, and as Serial Bonds or Term
Bonds, or a combination thereofs shall be payable with respect to
both principal and interest at such bank or banks to be deter-
mined by the Council prior to the delivery of the Bondss shall be
payable in lawful money of the United States of Americas and
shall bear interest from their date or dates, payable by mail to
the Bondholders at their addresses as they appear on the
' registration books. If Term Bonds are issued, Amortization
Installments therefor shall be fixed by subsequent resolution of
the Council. If Capital Appreciation Bonds are issued,
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Compounded Amounts therefor shall also be fixed in the subsequent
resolution referred to above.
SECTION 7. EXECUTION OF BONDS. The Bonds shall be exe-
cuted in the name of the Issuer by its Mayor and countersigned
and attested by the Village Clerk, and its corporate seal, or a
facsimile thereof, shall be affixe8 thereto or reproduced
' thereon. The facsimile signatures of the Mayor and Village Clerk
may be imprinted or reproduced on the Bonds. The Certificate of
Authentication of the Bond Registrar shall appear on the Sonds,
and no Bond shall be valid or obligatory for any purpose or be
entitled to any security or benefit under this resolution unless
such certificate shall have been duly executed on such Bond. The
authorized signature for the Bond Registrar shall be either
manual or in facsimile] provided, however, that at least one of
the above signatures, including that of the Bond Registrar,
appearing on the,BOnds shall at all times be a manual signature.
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
Issuer 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 ane may be issued as if the per-
son who signed or sealed such Bonds had not ceased to hold such
office. Any Bonds may be signed and sealed on behalf of the
issuer by such person as at the actual time of the execution of
such Bonds shall hold the proper office, although at the date of
such Bonds such person may not have held such office or may not
have been so authorized.
SECTION 8. NEGOTIABILITY. The Bonds shall be and have
all the qualities and incidents of negotiable instruments under
the laws of the State of Florida, and each successive Bondholder,
in accepting any of the Bonds, shall be conclusively deemed to
' have agreed that such Bonds shall be and have all of the quali-
ties and incidents of negotiable instruments under the laws of
the State of Florida.
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SECTION 9. REGISTRATION. The Issuer shall,~prior to
the proposed date of delivery of the Bonds, by r~solu~ion of the
Council designate the Bond Registrar and, if applicable, the
paying agent. The Bond Registrar shall be responsible for main-
taining the books for the registration of and for the transfer of
the Bonds in compliance with a written agreement~o b@ executed
' between the Issuer and such bank or trust company as fond
Registrar prior to the delivery date of the Bonds.
Upon surrender to the Bond Registrar for transfer or
exchange of any Bond, duly endorsed for transfer or accompanied
by an assignment or written authorization for exchange, whichever
is applicable, duly executed by the Bondholder oY his attorney
duly authorized in writing, the Bond Registrar shall deliver in
the name of the Bondholder or the transferee or transferees, as
the case may be, a new fully registered Bond or Bonds of
authorized denominations and of the same maturity and interest
rate and for the aggregate principal amount which the Bondholder
is entitled to receive= provided, however, that Current interest
' paying Bonds may only be exchanged for new current interest
paying Bonds and Capital Appreciation Bonds may only be exchanged
for new Capital Appreciation Bonds.
All Bonds presented for transfer, exchange, redemption
or payment (if so required by the Issuer or the Bong Registrar)
shall be accompanied by a written instrument or instruments of
transfer or authorization for exchange, in form and with guaranty
of signature satisfactory to the Issuer or the Bond Registrar,
duly executed by the Bondholder or by his duly authorized attor-
ney.
The Bond Registrar or the Issuer may require payment
from the Bondholder or transferee of a sum sufficient to cover
any tax, fee or other governmental charge that may be imposed in
' connection with any exchange or transfer of the Bonds. Such
charges and expenses shall be paid before any new Bond shall be
delivered.
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interest on the Bonds shall be paid to the Bondholders
whose names appear on the books of the Bond Registrar as of 5s00
p.m. (eastern time) on the Record Date.
New Bonds delivered upon any transfer or exchange shall
be valid obligations of the Issuer, evidencing the;same debt as
the Bonds surrendered, shall be secured by this retsolution, and
' shall be entitled to all of the security and benefits hereof to
the same extent as the Bonds surrendered.
The Issuer and the Bond Registrar may Crept the Holder
of any Bond as the absolute owner thereof for all purposes,
whether or not such Bond shall be overdue, and shall not be bound
by any notice to the contrary. The person in whose name any Bond
is registered may, be deemed the owner thereof by the Issuer and
the Sond Registrar, and any notice to the contraryshall not be
binding upon the Issuer or the Bond Registrar.
Notwithstanding the foregoing provisions of this Section,
the Issuer re serves the right, on or prior to the delivery of the
Bonds, to amend or modify the foregoing provisions relating to
registration of the Bonds in order to comply with all applicable
laws, rules and regulations of the United States or the State of
Florida relating thereto, including, particularly, any provision
of such laws, rules and regulations as shall permit the use of
unregistered instruments and coupons. The provisions of such
instruments and coupons, if applicable, shall be set forth in a
subsequent resolution of the Council.
SECTION 10. DISPOSITION OF BONDS PAID OR REPLACED. To
the extent authorized or permitted by law, whenever any Bond
shall be delivered to the Bond Registrar for cancellation, upon
payment of the principal amount thereof, or for replacement,
transfer or exchange, such Bond shall, after cancellation, either
be retained by the Bond Registrar, for a period of time specified
' in writing by the Issuer, or at the option bf the Issuer, shall
be destroyed by the Bond Registrar and counterparts of a cer-
tificate of destruction evidencing such destruction shall be fur-
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Wished to the Issuer.
SECTION 111. BONDS MUTILATED, DESTROYED, STOLEN OR LOST.
In case any Bond shall become mutilated, OK be destroyed, stolen
or lost, the Issuer may in its discretionfissue and deliver a new
Bond of like tenor as the Bond so mutilated, destroyed, stolen or
lost, in exchange and substitution for such mutilated Bond, upon
' surrender and cancellation of such mutilated Bond or in lieu of
and substitution for the Bond destroyed, stolen or lost, and upon
the Bondholder furnishing the Issuer proof of his ownership
thereof and satisfactory indemnity and complying with such other
reasonable regulations and conditions ae the Issuer may prescribe
and paying such expenses as the Issuer may incur. All Bonds so
surrendered shall be cancelled by the Issuer. If any such Bond
shall have matured or be about to mature, instead of issuing a
substitute Bond, the Issuer may pay the same, upon being indem-
nified as aforesaid, and if such Bond be lost, stolen or
destroyed, without surrender thereof.
Any such duplicate Sonds 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 Bonds be at any time found by anyone, and such dupli-
cate Bonds 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 issued hereunder.
SECTION 12. PROVISIONS FOR REDEMPTION. The Bonds may
be subject to redemption prior to their respective stated dates
of maturity, at the option of the Issuer, upon the terms and con-
ditions and in the manner as may be specified by subsequent reso-
lution of the Council adopted prior to their delivery.
Notice of such redemption shall, at least 30 days prior
' to the redemption date, be filed with the Bond Registrar and the
paying agent and shall be mailed, postage prepaid, to all Holders
of Bonds to be redeemed at their addresses as they appear on the
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registration books of the Bond Regietrarf provided, however, that
failure to file and/or mail such notice of redemption shall not
render void or voidable any calling of Bonds for prior redemption.
Interest shall cease to accrue on any Bond duly called for prior
redemption on the redemption date, if payment thereof has been
duly provided. The privilege of transfer or exchange of any of
' the Bonds selected for redemption shall be suspended.
SECTION 13. FORM OF BONDS. The Bonds and the cer-
tificate of authentication shall be in substantially the
following form, with such omissions, insertions and variations as
may be necessary and desirable and which are herein authorized or
permitted or which are subsequently authorize8 or permitted prior
to the issuance thereof.
1
1
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CUSIP:
1
No. S
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF PALM BEACH
VILLAGE OF NORTH PALM BEACH
REFUNDING IMPROVEMENT REVENUE BOND, SERIES 1987
RATE OF INTEREST MATURITY DATE DATE OF ORIGINAL ISSUE
REGISTERED OWNERS
KNOW ALL MEN BY THSSB PRESENTS, that the Village of
1
1
North Palm Beach, Florida (hereinafter called "Village"), for
value received, hereby promises to pay to the Registered Owner
designated above, or registered assigns, solely from the special
funds hereinafter mentioned, on the Maturity Date specified
above, the principal sum shown above, upon the presentation and
surrender hereof at the corporate trust office of
as Paying
Agent and Bond Registrar, and to pay solely from such special
funds interest hereon from the date of this bond or from the moat
recent interest payment date to which interest has been paid,
whichever is applicable, until payment of such sum, at the rate
per annum set forth above, payable on
semiannually thereafter on
, and
1 and 1 in
each year (or if any such date is not a business day, then on the
next business day thereafter), by check or draft mailed to the
registered owner at his address as it appears at 5s00 P.M. on the
fifteenth day of the month preceding the applicable interest
payment date, on the registration books of the Village kept by
the Bond Registrar. The principal of, premium, if any, and
interest on this Bond are payable in lawful money of the United
States of America.
This bond ie one of an authorized issue of bonds issued
to finance the cost of refunding the outstanding Improvement
Revenue Bonds, Series 1981, dated March 1, 1981, of the Village
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maturing in the year 1988 and thereafteri under the authority of
and in full compliance with the Constitution and Statutes of the
State of Florida, including particularly Chapter 166, Part II,
Florida Statutes, and other applicable provisions of law, and a
resolution of the Village Council of the Village duly adopted on
September 24, 1987, as supplemented (hereinafter collectively
' called "Resolution"), and is subject to all the terms and con-
ditions of such Resolution.
This bond and the interest hereon are payable solely
from and secured by a prior lien upon and pledge of the proceeds
of a franchise tax to be paid for a period of 30 years from July
22, 1957, as increased on July 10, 1980, by the Florida Power and
Light Company pursuant to Ordinance No. 2 duly enacted by the
Village Councii on July 22, 1957, and thereafter reenacted and
adopted on July 10, 1980, and any renewal thereof (hereinafter
called "Franchise Tax"). This bond does not constitute an indeb-
tedness of the Village within the meaning of any constitutional
or statutory provision or limitation.
' It is expressly agreed by the registered owner of this
bond that such holder shall never have the right to require or
compel the levy of ad valorem taxes for the payment of the prin-
cipal of and interest on this bond or for the making of any
sinking fund or other payment specified in the Resolution. This
bond and the indebtedness evidenced thereby shall not constitute
a lien upon any other property of or in the Village, but shall
constitute a lien only upon the Franchise Tax in the manner and
to the extent provided in the Resolution.
(To be inserted where appropriate on face of bonds
"REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND
SET FORTH ON THE REVERSE SIDE HEREOF, AND SUCH FURTHER PROVISIONS
SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH ON
' THIS SIDE.")
This bond may be transferred only upon the .books of the
Village kept by the Bond Registrar upon surrender thereof at the
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principal office of the Bond Registrar with an assignment duly
executed by the registered owner or his duly authorized attorney,
but only in the manner, subject to the limitations and upon
payment of a sum sufficient to cover any tax, fee or governmental
charge, if any, that may be imposed in connection with any such
transfer, as provided in the Resolution. Upon any such transfer,
t there shall be executed in the name of the transferee, and the
Bond Registrar shall deliver, a new registered bond or bonds in
authorized denominations and in the same aggregate principal
amount, series, maturity and interest rate ae this bond.
In like manner, subject to such conditions and upon the
payment of a sum sufficient to cover any tax, fee or governmental
charge, if any, that may be imposed in connection with any such
exchange, the registered owner of any bond or bonds may surrender
the same (together with a written instrument of transfer satis-
factory to the Bond Registrar duly executed by the registere8
owner or his duly authorized attorney) in exchange for an equal
aggregate principal amount of fully registered bonds in
' authorized denominations and of the same series, maturity and
interest rate as this bond.
it is hereby certified and recited that all acts, con-
ditions and things required to exist, to happen and to be per-
formed 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 Statutes and Constitution of the State of
Florida applicable theretoi and that the issuanoe of this bond
and of the issue of bonds of which this bond is one, does not
violate any constitutional or statutory limitation.
(Insert redemption provisions).
Notice of such redemption shall be given in the manner
' required by the Resolution.
This bond is and has all the qualities and incidents of
a negotiable instrument under the laws of the State of Florida.
This bond shall not be valid or become obligatory for
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any purpose or be entitled to any security or benefit under the
Resolution until the certificate of authentication hereon shall
have been executed by the Bond Registrar.
IN WITNESS WHEREOF, the Village of North Palm Beach,
I1
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 signa-
tures, and the corporate seal of the Village or a facsimile
thereof to be affixed, impressed, imprinted, lithographed or
reproduce8 hereon, all as of the first day of ;
1987.
VILLAGE OF NORTH PALM BEACH,
FLORIDA
1
(SEAL)
ATTESTED AND COUNTERSIGNEDs
V age er
ayor
BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This bond is one of the bonds of the issue described in
the Resolution.
e Bon Reg strar
By:
Aut or ze S gnature
1
Date o Aut ent cat on
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The following abbreviations, when used in the inscrip-
tion on the face of the within bond, shall be construed as though
they were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in
common
TEN ENT - as tenants by the
entireties
UNIF GIF MIN ACT -
ust.
Custodian for
M nor
JT TEN - as joint tenants with under Uniform Gifts to Minors
right of survivorship Act of
and not as tenants in tats
common
Additional abbreviations may also be used though not in
list above.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and
transfers to
' PLEASE INSERT NAME, ADDRESS AND SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
the within bond and does hereby irrevocably constitute and
appoint
as his agent to transfer the
bond on the books kept for registration thereof, with full power
of substitution in the premises.
Dated:
Signature guaranteed:
Ban , Trust Company or F rm
NOTICE: T e s gnature to i s
assignment must correspond with
the name of the .registered
owner as it appears upon the
face of the within bond in
every particular, without al-
teration or enlargement or any
change whatever..
Aut or ze 0 cer
1
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SECTION 14. APPLICATION OF PROCEEDS OF OBLIGATIONS.
Money received from the sale of the Bonds shall be applied by the
issuer as follows:
A. The accrued interest shall be deposited in the
Sinking Fund, created and established by the Original Resolution,
' and shall be used for the purpose of paying interest becoming due
on the Bonds.
B. To the extent not paid or reimbursed therefor by the
original purchaser of the Bonds, the Issuer shall pay all coats
and expenses in connection with the preparation, isaunnce and
sale of the Bonds.
C. A sum which will be sufficient to pay the principal
of, interest and redemption premium on the Refunded Bonds as the
same shall be redeemed, shall be deposited immediately with the
paying agent for the Refunded Bonds.
Such funds shall be kept separate and apart from all
other funds of the Issuer, and shall be withdrawn, used and
applied by the Issuer solely for the purposes set forth herein.
' All such proceeds shall be and constitute trust funds for such
purposes and there is hereby created a lien in favor of the
Holders of the Bonds upon such money until so applied.
SECTION 15. APPLICATION OF PROVISIONS OF THE ORIGINAL
RESOLUTION. The Bonds, herein authorized, shall for all purposes
(except as herein expressly changed) be entitled to all the pro-
tection and security provided in the Original Resolution for the
Refunded Bonds, and shall be in all respects entitled to the same
security, rights and privileges presently enjoyed by the Refunded
Bonds.
The Bonds shall not be or constitute general obligations
or.;an..indebtedness.of the Issuer as "bonds" within the meaning of
' the Constitution of Florida, but shall be payable solely from and
secured by a prior lien upon and pledge of the Franchise Tax ae
provided in the Original Resolution. No Holder of any of the
Bonds shall ever have the right to compel the exercise of the ad
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valorem taxing power of the issuer or taxation in any form on
real property therein to pay such principal and interest from any
other funds of the Issuer, except from the special funds in the
manner provided herein.
The Reserve Account established in the Original Reaolu-
' tion shall be applicable to the Sonds in the same manner as pre-
sently applicable to the Refunded Bondst however, the amount on
deposit in such Reserve Account shall never exceed 10$ of the
proceeds of the sale of the Bonds withiq the meaning of Section
148(4) of the Code and any valid and applicable rules and regula-
tions promulgated thereunder.
The funds on deposit in the Reserve Account may be
invested in Federal securities or in time deposits in-banks or
trust companies secured as required by the laws of the State of
Florida, maturing not later than 4 years from the date of
purchase or must otherwise be held in cash. Investments on depo-
sit in the Reserve Account shall be valued annually on the last
day of the Fiscal Year at their fair market value in accordance
' with generally accepted accounting practice.
SECTION 16. REDEMPTION OF REFUNDED BONDS. The Refunded
Bonds are hereby called for redemption, as a whole, as of
November 1, 1987, at a price of par plus accrued interest to
November 1, 1987, plus a premium equal to 38 of the par value of
the Refunded Bonds to be so redeemed. The Notice of Redemption
of such Refunded Bonds shall be in substantially the following
form:
NOTICE OF REDEMPTION
VILLAGE OF NORTH PALM SSACH, FLORIDA
IMPROVEMENT REVENUB BONDS, SERIES 1981
DATED MARCH 1,1981
MATURING ON NOVEMBER 1, 1988, AND THEREAFTER
' NOTICE IS HEREBY GIVEN by the Village of North Palm
Beach, Florida, that all of its outstanding Improvement Revenue
Bonds, Series 1981, dated March 1, 1981, maturing in the year
1988 and thereafter, in the aggregate principal amount of
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$885,000, which are redeemable on November 1, 1987, at the option
of the Village, at the redemption price of the principal amount
of each bond to be redeemed, together with interest accrued
thereon to the date fixed for redemption, plus a premium equal to
38 of the par value thereof, will be redeemed as of November 1,
' 1987.
Payment of the redemption price, plus accrued interest,
of such bonds will be made on Monday, November 2, 1987, at the
office of NCNB National Sank of Florida, Jacksonville, Florida,
the paying agent for the bonds, upon surrender thereof. The
principal of and interest on the bonds maturing on such redemp-
tion date will be paid in the usual manner. Interest on-such
bonds being redeemed will cease to accrue from and after November
1, 1987.
DATED this day of , 1987.
VILLAGS OF NORTH PALM BEACH, FLORIDA
BY
age er
The Village Clerk of the Issuer is hereby instructed and directed
at least 30 days prior to such redemption date to publish such
Notice of Redemption as required by the resolution authorizing
the issuance of the Refunded Bonds, to file the same with the
paying agent for the Refunded Bonds, and to mail the same,
postage prepaid, to all registered owners of Refunded Bonde to be
redeemed, at their addresses as they appear on the registration
books.
The provisions of this Section shall be repealed without
further action from this Council if the Bonds are not issued pur-
' suant to this resolution.
SECTION 17. TAX EXEMPTION. The Issuer at all times
while the Bonds and the interest thereon are outstanding will
comply with the requirements of the Code and any valid and appli-
cable rules and regulations promulgated thereunder, to the extent
I
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necessary to preserve the exemption from federal income taxation
of the interest on the Bonds. Furthermore, the Issuer hereby
designates the Bonds as "qualified tax-exempt obligations" as
described in Section 265 of the Code.
SECTION 18. SALE OF BONDS. The Bonds shall be issued
' and sold at negotiated sale at such price or prices consistent
with the provisions of the Act as the Council shall determine by
subsequent resolution.
SECTION 19. REMEDIES. Any Holder of Sonda issued under
the provisions hereof, or any trustee acting for the Holders of
such Bonds may, either at law or in equity, by suit, action, man-
damus or other proceedings in any court of competent jurisdiction,
protect and enforce any and all rights, including the right to the
appointment of a receiver, existing under the laws of the State
of Florida or granted and contained herein, and may enforce and
compel the performance of all duties herein required or by any
applicable statutes to be performed by the Issuer or by any
' officer thereof.
Nothing herein, however, shall be construed to grant to
any Holder of such Bonds any lien on any real property of the
Issuer.
SECTION 20. 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 518 or more
in aggregate principal amount of the Bonds to be affected by such
material modification or amendmentt provided, however, that no
modification or amendment shall permit a change in the maturity
of such Bonds or reduction in the rate of interest thereon or in
the amount of the principal obligation thereof or affect the pro-
' mice of the Issuer to pay the principal of and interest on the
Bonds as the same shall become due from .the Franchise Tax or
reduce the percentage of the Holders of the Bonds required to
consent to any material modification or amendment hereof, without
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the consent of the Holder or Holders of all such Bonds.
SECTION 21. DEFEASANCE. If, at any time, the Issuer
• shall have paid, or shall have made provision for payment of, the
principal, interest and redemption premiums, if any, with respect
to any of the Bonds, then, and in that event, the pledge of and
t lien on the Franchise Tax in favor of the Holders of such Bonds
shall be no longer in effect. For purposes of the preceding
sentence, deposit of Federal Securities in irrevocable trust with
a banking institution or trust company, for the benefit of the
Bondholders, the principal and interest of which, when received,
will be sufficient to make timely payment of the principal,
interest and redemption premiums, if any, on the outstanding
Bonds, shall be considered "provision for payment." .
SECTION 22. SEVSRABILITY OF INVALID PROVISIONS. If any
one or more of the covenants, agreements or provisions herein
contained shall be held contrary to any express provisions 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 pro-
visions and shall in no way affect the validity of any of the
other provisions hereof or of the Bonds issued hereunder.
SECTION 23. REPEALING CLAUSS. All resolutions or parts
thereof of the Council in conflict with the provisions herein
contained are, to the extent of such conflict, hereby superseded
and repealed.
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SECTION 24. EFFECTIVE DATE. This resolution shall take effect
immediately.
PASSEO AND ADOPTED THIS 24th day of September, 1987.
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ATTEST:
i age er
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