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1972-05 Providing for Acquisition & Construction of Municipal Capital ImprovementsRESOLUTION NO. 5-72 ~, '=R A RESOLUTION PROVIDING FOR THE ACQUISITION AND CONSTRUCTION OF MUNICIPAL CAPITAL IMPROVEMENTS IN THE VILLAGE OF NORTH PALM BEACH, FLORIDA; PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING $150,000.00 IMPROVEMENT REVENUE BONDS, SERIES 1972 OF SUCH VILLAGE TO PAY THE COST OF SUCH PROJECT; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH BONDS; PROVIDING FOR THE PAYMENT TIIEREOF; 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 resolu- tion is adopted pursuant to the provisions of Chapter 31481, Laws of Florida, Extraordinary Session, 1955-56, as amended and supple- mented, and other applicable provisions of law, and pursuant to Section 15G of a resolution entitled: "A RESOLUTION PROVIDING FOR THE ACQUISITION AND CON- STRUCTION OF CAPITAL IMPROVEMENTS IN THE VILLAGE OF NORTH PALM BEACH, FLORIDA; PROVIDING FOR THE ISSUANCE OF $325,000.00 I6IPROVEMENT REVENUE IIONDS OF SUCH VILLAGE TO PAY THE COST OF SUCH IMPROVEMENTS; PRO- VIDING 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.: adopted by the governing body of the Village on the 28th day of May, 1968 (hereinafter referred to as "Original Resolution"), and is supplemental to said Original Resolution. SECTION 2. DEFINITIONS. The following terms shall have the following meanings herein, unless the te4ct otherwise expressly requires: Florida. A. "Issuer" shall mean Village of North Palm Beach, B. "Act" shall mean Chapter 31481, Laws of Florida, Extraordinary Session, 1955-56aas amended and supplemented. C. "Obligations" shall mean the $150,000.00 Improvement Revenue Bonds, Series 1972 herein authorized to be issued, together with any additional',parity ohligations heretofore or hereafter is- sued under the terms, conditions and limitations contained herein and in the Original Resolution. 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 obligations which shall at the time be registered other than to bearer. E. "Additional parity obligations" shall mean additional obligations issued in compliance with the terms, conditions and limita- tions contained in the Original Resolution which have an equal lien on the excise taxes, as herein defined, and rank equally in all respects with such obligations initially issued thereunder. F. "Franchise tax" shall mean any. and all moneys received by the issuer from the Florida Power and Light Company, its legal representatives, successors or assigns under the franchise granted pursuant to an ordinance duly enacted on July 22, 1957, and any and all moneys received by the issuer 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 issuer or its inhabitants. G. "Excise taxes" shall mean the franchise tax. H. "Parity obligations" shall mean the Improvement Reve- nue Bonds of the issuer dated May 1, 1968, issued originally in the amount of $325,000.00. I. "Fiscal year" shall mean the period commencing on November 1 of each year and ending on the succeeding October 31. J. Words importing singular numbers 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. It has heretofore been determined to make certain municipal capital improvements to consist of the construction of a pipeline to supply fresh water for irrigation purposes at several public parks and at the Country Club. B. Pursuant to law, the issuer on July 22, 1957, under authority of an ordinance duly enacted, entered into an agreement -2- 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. C. It is necessary and desirable to acquire and construct the municipal capital improvements, as provided herein, (hereinafter called "project"), in order to preserve and protect the public health, safety and welfare of the inhabitants of the issuer. D. The Original Resolution, in Section 15G thereof, pro- vides for the issuance of additional parity obligations under the terms, limitations and conditions provided therein. E. The issuer has complied with the terms, conditions and restrictions contained in the Original Resolution. The issuer is therefore legally entitled to .issue the obligations herein authorized as additional parity obligations within the authorization contained in the Original Resolution. F. The obligations herein authorized shall be on a parity and rank equally, as to lien on and source and security for payment from the proceeds of the excise taxes and in all other respects, with the parity obligations. G. The estimated proceeds of the excise taxes will be sufficient to pay all the principal of and interest on the obliga- tions to be issued hereunder and on the parity obligations, as the same become due, and to make all required sinking fund, reserve or other payments. H. The principal of and interest on the obligations anc~ all required sinking fund, reserve and other payments shall be payable solely 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 alien upon any property of or in the issuer. SECTION 4. AUTHORIZATION OF CONSTRUCTION 81ND ACQUISITION OF PROJECT. There is hereby authorized the construction and -3- acquisition of the project pursuant to the plans and specifications of the consulting engineers, presently on file with the issuer. The cost of such project, in addition to the items set forth in the plans and specifications, may include, but need not be limited to, the acquisition of any lands or interest therein or any other proper- ties 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; the capitalization of interest for a reasonable period after the issuance of the obligations; the creation and establishment of reason- able reserves for debt service; the discount on the sale of the obligations, if applicable; and such other costs and expenses as may be necessary or incidental to the financing herein authorized and the construction and acquisition of the project and the placing of the same in operation. SECTION 5. RESOLUTION TO CONSTITUfiE CONTRACT. In con- sideration of the acceptance of the obligations authorized to•be issued hereunder by those who shall hold the same from time to time, this resolution and the Original 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 equal benefit, protection and security of the legal holders of any and all of such obligations and the parity 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 1972", herein sometimes referred to as "obligations" are authorized to be issued in the aggregate principal amount of not exceeding One Hundred Fifty Thousand Dollars ($150,000.00). -4- SECTION 7. DESCRIPTION OF OBLIGATIONS. The obligations shall be dated November 1, 1971; shall be numbered consecutively from one upward; shall be in the denomination of 55,000 each; sha_1 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 May 1 and November 1 of each year; and shall mature serially in numerical order on November 1 in the years and amounts as follows: YEAR AMOUNT YEAR 'AMOUNT 1973 510,000 1980 510,000 1974 10,000 1961 10,000 1975 10,000 1982 10,000 1976 10,000 1983 10,000 1977 10,000 1984 10,000 1978 10,000 1985 15,000 1979 10,000 1986- 15,000 ,. 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 banks to be subsequently determined by the issuer prior to the delivery of the obligations; shall be payable in lawful money of the United States of America; and shall bear interest from their date, payable in ac- cordance 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 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 re- mained in office until such delivery. The obligations may be signed and sealed on behalf of the issuer by such person who at the actual -5- 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 obli- gations 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 apper- taining 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 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 space provided therefor. After such registration as to principal gnly, 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 dis- charged 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 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 negoti- -6- ability 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 muti- lated obligation and attached coupons, if any, or in lieu of and substitution for the obligation and attached coupons, if any, des- troyed, 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 obli- gation'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 any 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 same extent as all other obligations and coupons issued hereunder. SECTION 11. PROVISIONS FOR REDEDiPTION. The obligations of ' ~ this issue maturing in the years 19~ to 19~~both inclusive, are not redeemable prior to their respective stated dates of maturity. The obligations maturing in the year 19~ and thereafter are redeemable prior to their respective stated dates of maturity, at the option of the issuer, in whole or in part, in inverse numerical order, if less than all, on November 1, 19~, or on any interest payment date thereafter at par and accrued interest to the date of redemption, -7- plus the following premiums, expressed in percentages of the par value thereof, if redeemed_in the following years: 1976 through 1979, ihaT~sive - 1038 1980- through 1982, inclusive - 1028 1983 through 1985, inclusive - 101$ 1986 - 100 Maturity - 100$ Notice of such redemption (i) shall be published at least thirty (30) days prior to the redemption date in a financial journal published in the Borough of Manhattan, City and State of New York, (ii) shall be filed with the paying agents, and (iii) shall be mailed, postage prepaid, to all registered owners of obligations to be redeemed at their addresses as .they appear'on the registration books hereinbefore provided for. Interest shall cease to accrue on any obligation duly called for prior to redemption on the redemption date, if payment thereof has been duly provided. ! SECTION 12. FOF2M 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 or permitted or which are subsequently authorized or permitted prior to the issuance of the obligations; 1 -8-- No. $5,000 UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF PALM BEACH VILLAGE OF NORTH PALM BEACH _ IMPROVEb1ENT REVENUE BOND SERIES 1972 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 here- inafer mentioned, the principal sum of FIVE. THOUSAND DOLLARS and to pay solely from such special funds, interest thereon from the date hereof at the rate of per centum ( 8) per annum until payment of the principal sum, such interest to the maturity hereof being 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 or, at the option of the holder at This bond is one of an authorized issue of bonds in the aggregate principal amount of $150,000 of like date, tenor and ef- fect, except as to number, interest rate and date of maturity, issued to finance the cost of the construction and acquisition of certain municipal capital improvements in the Village (hereinafter called "project"), under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, in- cluding particularly Chapter 31481, Laws of Florida, Extraordinary Session, 1955-56, as amended and supplemented, and other applicable provisions of law, and a resolution duly adopted by the Village Council on the 28th day of May, 1968, as supplemented by a resolu- tion duly adopted on the day of , 1972, .(hereinafter collectively called "Resolution"), and_is subject to all the terms and conditions of such Resolution. It is provided in such Resolution that the bonds of this -9- issue will rank on a parity with the outstanding Improvement Revenue Bonds of the Village dated May 1, 1968, (hereinafter called "parity bonds" as to lien and sources of security. This bond, the parity-bonds and the coupons appertaining thereto are payable solely from and secured by a prior lien upon and pledge of the The bonds of this issue maturing in the years 193 to 195, proceeds of a franchise tax to be paid for a period of thirty (30) years from July 22, 1957, by the Florida Power and Light Company ,pursuant to Ordinance No. 2 enacted by the Village on July 22, 1957, (all of such taxes, above described, aie herein referred to as "excise taxes") in the manner provided in the Resolution. both inclusive, are not redeemable prior to their respective stated dates of maturity. The bonds maturing in the year 19~ and there- after are redeemable prior to their respective stated dates of ma- turity, at the option of the Village, in whole or in part, in inverse numerical order, if less than all, on November 1, 19~, or on any interest payment date thereafter at par and accrued interest to the date of redemption, plus the following premiums, expressed in per- centag"es of the par value thereof, if redeemed in the following years: 1976 through 1979, inclusive - 103$ 1980 through 1982, inclusive - 102 ~i !` 1983 through 1985, inclusive - 1018 1986 - 1008 Maturity - 100 I Notice of such redemption shall be given in the manner re- quired 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, re- serve or other payments provided for in the Resolution. -10- 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 facilities, or any part thereof, or on any other property of or in the Village, but shall constitute a lien only on the excise taxes in the manner provided in the Resolution. The Village in such Resolution has further 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 rates permitted by law, to the extent necessary to 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 to make all reserve, sinking fund and other payments provided -for in the Resolution and that the rates of such excise taxes 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 the bond of this issue does i not violate any constitutional or statutory limitation or provision. This bond and the coupons appertairking thereto are and have i 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 ac-~ cordance with the provisions endorsed hereon. IN WITNESS WITEREOF, 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 November, 191. -11- VILLAGE OF NORTii PALM BEACii, FLORIDA (SEAL) ATTESTED AND COUNTERSIGNED Vi lage C er FORM OF COUPON U } NO. Dlayor 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 at- tached; the amount shown hereon in lawful money of the United States of America, upon presentation and surrender of this coupon, being six months' interest then due on its Improvement Revenue Bond, Series 1972, dated November 1, 1971, No. ., (SEAL) ATTESTED ANll COUNTERSIGNED Vi age C er VILLAGE OF NORTH PALM BEACH, FLORIDA Mayor VALIDATION CERTIFICATE This bond is one of the series of bonds which were vali- dated and confirmed by judgment of the Circuit Court for Palm Beach County, Florida rendered on the day of 1972. Mayor -12- 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 registration 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 regis- tration 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 IN WHOSE NAb1E SIGNATURE OF REGISTRATION REGISTERED REGIS'1'RAR ~ - --- I . ~ ,I s -13- SECTION 13. APPLICATION OF PROVISIONS OF THE ORIG.IAL SESOLUTION. The obligations, herein authorized, shall for all purposes (except as herein expressly changed) be considered to be additional parity obligations issued under the authority of the Original Resolution, and shall be entitled to all the protection and security provided therein for the parity obligations, and shall be in all respects entitled to the same security, rights and privileges enjoyed by the parity obligations. The obligations and the coupons representing interest thereon shall not be or constitute an indebtedness of the issuer within the meaning of any constitutional or statutory limitation of indebtedness, but shall be payable solely from and secured by a prior lien upon the net revenues of the facilities and the proceeds of the excise taxes herein provided for and in the Original Reso- lution. 2do holder of any of the. obligations or of the coupons shall ever have the right to compel the exercise of the ad valorem taxing power of the issuer or taxation in any form on real property therein for payment thereof, but the obligations and coupons shall be se- cured by a pledge of and be payable from the net revenues of~the facilities and the proceeds of the excise taxes as provided herein and in the Original Resolution. The covenants and pledges contained in the Original Resolu- tion shall be applicable to the obligations herein authorized in like manner as applicable to the parity obligations. The principal of and interest on the obligations herein authorized shall be payable from the Sinking Fund heretofore established on a parity with the parity obligations, and payments shall be made into such Sinking , Fund by the issuer in amounts fully sufficient to pay the principal of and interest on the parity obligations and on the obligations herein authorized as such principal and interest become due. The reserve account established in the Original Resolution shall be applicable pro rata to the obligations herein authorized in the same manner as applicable to the parity obligations. SECTION 14. APPLICATION OF PROCEEDS OF OBLIGATIOi1S. 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 -19- applied by the issuer as follows: A. All accrued interest on the obligations shall be deposited in the Sinking Fund, - B. The issuer shall next use the moneys in said special fund 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 con- struction of the project and the issuance of the obligations to finance the cost thereof. C. A special fund is hereby created, established and designated as the "Capital improvement Construction Fund" (herein • called the "Construction Fund"). There shall be paid into the Construction Fund the balance of the moneys remaining after making all the deposits and payments provided for in paragraphs A and B 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. Any funds on deposit in the Construction Fund which, in the opinion of the issuer, acting upon the recommendation of the con- sulting engineers, 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 maturinq_ in a period of 180 days or less. All such securities shall be held by the depository bank, and all in- come derived therefrom shall be deposited in the Revenue Fund. -15- All expenditures or disbursements from the Construction Fund shall be made only after such expenditures or disbursements shall have been approved in writing by the consulting engineers. The date of completion of the project shall be determined by the con- sulting engineers, who will certify such facts in writing to the governing body of the issuer. SECTION 15. MODIFICATION OR AMENDMENT. No material modi- fication or amendment of the Original Resolution of this resolution or of any resolution or ordinance 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; provided, however, that no modification or amendment shall permit a change in the maturity of such obligations or re- duction in the rate of interest thereon or in the amount of the principal obligation thereof 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 facilities 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 16. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions herein con- tained shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly pro- hibited, or against public policy,. or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shill 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. SECTION 17. SALE OF OBLIGATIONS. The obligations shall be 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. -16- i 1 SECTION 18. 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 19. 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. SECTIOiJ 20. EFFECTIVE DATE. This resolution shall take effect in the manner provided by law. PASSED AND ADOPTED THIS 27 DAY OF January , 1972. (Village Seal) ATTEST: - Village Clerk r 1 MAYO 1 I . ~ 1 -17-