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1980-61 Providing for Acquisition & Construction of Capital Improvements. ~ ~'~ RESOLUTION NO. 61-80 A RESOLUTION PROVIDING FOR THE ACQUISITION AND CONSTRUCTION OF MUNICIPAL CAPITAL IMPROVEMENTS FOR THE VILLAGE OF NORTH PALM BEACH, FLORIDA; PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING $1,250,000 IMPROVEt4ENT REVENUE BONDS, SERIES 1981, 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 MAY.ING CERTAIN OTHER COVENANTS AND AGREE- MENTS 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. Thfs resolu- tion is adopted pursuant to the provisions of Chapter 166, Part II, Florida Statutes, and other applicable provisions of law, and pursuant to Section 15G of a resolution entitled: "A RESOLUTION PROVIDING FOR THE ACQUISITION AND CONSTRUCTION OF CAPITAL IMPROVEMENTS IN THE VILLAGE OF NORTH PALM BEACH, FLORIDA; PRO VIDING FOR THE ISSUANCE OF $325,000 IMPROVE- MENT REVENUE BONDS OF SUCH VILLAGE TO PAX THE ' COST OF SUCH IMPROVEMENTS; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH BONDS; PROVIDING FOR THE PAYMENT THEREOF; AND MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE AND SALE OF SUCH BONDS" 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 text otherwise expressly requires: A. "Issuer" shall mean Village of North Palm Beach, Florida. B. "Act" shall mean Chapter 166, Part II, Florida ' Statutes, and other applicable provisions of law. C. "Obligations" shall mean the Improvement Revenue Bonds, Series 1981, herein authorized to be issued, together with any additional parity obligations heretofore or hereafter issued under the terms, conditions and limitations contained herein and -1- 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 obligations 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 t other than to bearer. E. "Additional parity obligations" shall mean addi- tional obligations issued in compliance with the terms, conditions and limitations 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 re- ceived by the Issuer from the Florida Power and Light Company, its legal representatives, successors or assigns under the fran- chise granted pursuant to an ordinance duly enacted on July 22, 1957, and thereafter re-enacted and adopted July 10., 1980, 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 Revenue Bonds, dated May 1, 1968, and the Improvement Revenue Bonds, Series 1972, dated November 1, 1971, of the Issuer. I. "Fiscal year" shall mean the period commencing on October 1 of each year and ending on the succeeding September 30. 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, deter- mined and declared that: A. It has heretofore been determined to make the muni- -2- cipal capital improvements set forth on Schedule A attached hereto and made a part hereof. B. It is necessary and desirable to acquire and con- struct 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. C. Pursuant to law, the Issuer on July 22, 1957, under authority of an ordinance duly enacted, and thereafter re-enacted and adopted July 10, 1980, 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; such franchise tax is not pledged or encumbered except to the payment of the parity obligations. D. The Original Resolution, in Section 15G thereof, provides 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 obli- ' gations 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 and all required sinking fund, reserve and other payments shall -3- 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 obligations 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 CONSTRUCTION AND ACQUISITION OF PROJECT. There is hereby authorized the construction and acquisition of the project pursuant to the plans and specifica- tions of the Consulting Engineers, presently on file or to be filed 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 he limited to, the acquisition of any lands or interest therein or any other properties deemed necessary or convenient therefor; architectural, engineering, legal, and financing expenses; expen- ses 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 capitali- zation of interest for a reasonable period after the issuance of the obligations; the creation and establishment of reasonable reserves for debt service; the discount on the sale of the obli- gations, if applicable; municipal bond insurance, if any; 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 opera- tion, SECTION S. RESOLUTION TO CONSTITUTE 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, protec- -4- tion 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 pre- ference, priority or distinction of any of the obligations or coupoc~s 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 1981", herein sometimes referred to as "obligations", are authorized to be issued in the aggreyate principal amount of not exceeding One Million Two Hundred Fifty Thousand Dollars ($1,250,000). SECTION ~. DESCRIPTION OF OBLIGATIONS. The obligations 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 deter,ined by the ' governing body of the Issuer upon the sale of the obligations; such interest to be payable semiannually.on May 1 and November 1 of each year; shall be dated as of such date and shall mature serially in numerical order, on November 1 in such years not exceeding twenty (20) years from their date, and in such amounts as shall be determined by .subsequent resolution of the Issuer adopted on or prior to the sale thereof. The 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 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 -5- Pfayor and countersigned and attested by the Village Clerk, and its corporate seal or a facsimile thereof shall be affixed there- to or reproduced t}~ereon. The facsimile signatures of the Mayor or Village Clerk may be imprinted or reproduced on the obligations, provided that at least one signature required to be placed there- on shall be manually subscribed. In case any officer whose sig- ' nature shall appear on any of the obligations shall cease to be such officer before the delivery of such obligations, such signa- ture 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 be 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 authen- ticated with the facsirile signatures of any present or future Mayor and Village Clerk of the Issuer, and the validation cer- ' tificate 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 obliga- tions notwithstanding that they may have ceased to be such offi- cers at the time such obligations shall be actually delivered. SECTION 9. NEGOTIABILITY AND REGISTRATION. The oblig'a~ tions 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 appertaining 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 -6- holder as to principal only at the office of the Village Clerk, as Ftc9istrar, or such other Registrar as may be hereafter duly appointed, such registration to be noted on the bacY, of the obli- gations in the 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 obliga- tions, but the obligations may be discharged from registration by being in like manner transferred to bearer and thereupon trans- ferability 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 reason- able 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 obli- gation 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 -7- thereof. All such duplicate obligations and coupons issued pur- suant to this section shall constitute original, additional con- tractual 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 same extent as all other obligations and coupons issued hereunder. SECTION 11. PROVISIONS FOR REDEMPTION. The obligations of this issue may be made redeemable, at the option of the Issuer, at such price or prices as shall be fixed by resolution of the Issuer adopted on or prior to the sale thereof. Notice of such redemption (i) shall be published at least thirty (30) days prior to the redemption date in a £inan- cial journal published in the Borough of Manhattan, City and ' State of New York, (fi) 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 obli- gations, the interest coupons to be attached thereto, and the certificate of validation shall be in substantially the following form, with such omissions, insertions and variations as may be necessary and desirable and which are herein authorized or per- , mitted or which are subsequently authorized or permitted prior to the issuance of the obligations: -8- No $5,000 UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF PALM BEACH VILLAGE OF NORTH PALM BEACH It9PROVEMENT REVENUE BOND SERIES 1981 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 reyistered, to the registered holder as herein provided, on the first day of November, 19_, from the special funds herein- after 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 semiannually on the first day- of May and the first day of November in each year upon the pre- sentation 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 not exceeding $1,250,000 of like date, tenor and effect, 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 for the Village (hereinafter called "project"), 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 duly adopted by the Village Council on the 28th day of May, 1968, as supplemented by a resolution duly adopted on the 24th day of November, 1980 (hereinafter collectively called -9- "Kesolution"), and is subject to all the germs and conditions of such Resolution. It is provided in the Resolution that the bonds of this issue will rank on a parity with the outstanding Improvement Revenue Bonds, dated May 1, 1968, and Improvement Revenue Bonds, Series 1972, dated November 1, 1971, of the Village (hereinafter ' called "parity bonds"), as to lien and source 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 proceeds of a franchise tax to be paid for a period of thirty (30) years from July 22, 1957, as increased on July 10, 1980, by the Florida Power and Light Company pursuant to Ordinance No. 2 enacted by the Village on July 22, 1957, and thereafter re-enacted and adopted on July 10, 1980, and any renewal thereof (all of such taxes, above described, are herein referred to as "excise taxes") in the manner provided in the Resolution. (Insert redemption provisions) 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 of indebtedness, 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 pro- vided for in the Resolution. It is further agreed between the Village and the holder of this bond that this bond and the obligation evidenced thereby ' shall not constitute a lien upon the project, or any part thereof, or on any other property of or in the Village, but shall constitute a lien only on the excise taxes, in the manner provided in the Resolution. The Village, in such Resolution, has further covenanted -10- 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, con- ditions and things required to exist, to happen and to be per- f ormed 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 the issuance of the bonds of this issue does not violate any constitutional or statutory limitation or provision; further that the issuance of this bond, and of the issue of bonds of which this bond is one, has been approved under 'the provisions of Chapter 80-98, Laws of Florida, Acts of 1980. 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 -11- facsimile signatures of such officers, all as of the day of -------' 19_ (SEAL) ATTEST AND COUNTERSIGNED Village Clerk VILLAGE OF NORTH PA[.M 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 on its Improvement Revenue Bond, Series 1981, dated , 19_, No. VILLAGE OF NORTH PALM BEACH, FLORIDA (SEAL) ATTEST AND COUNTERSIGNED Village Clerk 1 Mayor -12- VALIDATION CERTIFICATE This bond is one of a series of bonds ~~hich were vali- dated and confirmed by judgment of the Circuit Court for Palm Beach County, Florida, rendered on the day of 19 ' 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 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 registration blank below, but it may be discharged from registration by being transferred to bearer, after which it shall ' be transferable by delivery, but it may be again registered as before. Such registration shall not restrain the negotiability of the coupons by delivery. DATE OF IN WHOSE NAME SIGNATURE OF REGISTRATION REGISTERED REGISTRAR 1 -13- SECTION 13. APPLICATION OF PROVISIONS OF THE ORIGINAL RESOLUTION. The obligations herein authorized shall for all pur- poses (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 proceeds of the excise taxes herein pro- vided for and in the Original Resolution. No 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 secured by a ' pledge of and be payable only from the proceeds of the excise taxes as provided herein and in the Original Resolution. The covenants and pledges contained in the Original Resolution shall be applicable to the obligations herein autho- rized in like manner as applicable to the parity obligations. The principal o£ 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 Resolu- tion shall be applicable pro rata to the obligations herein authorized in the same manner as applicable to the parity obliga- tions. There shall be deposited into said Reserve Account, from -14- a portion of the proceeds of sale of the obligations herein autho- rized, such amount as will, together with the amount on deposit in said Reserve Account, equal the maximum amount o£ principal and interest which will become due and payable on the obligations and the outstanding parity obligations in any ensuittg fiscal year. ' SECTION 14. 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 plus an amount which will be equal to the interest on the obligations for one year after the date of delivery thereof, shall be deposited in the Sinking Fund. B. An amount which, together with the amount on deposit therein, will be equal to the maximum amount of principal and interest which will become due and payable on the obligations and the outstanding parity obligations in any ensuing fiscal year; shall be deposited into the Reserve Account in the Sinking Fund. ' C. The Issuer shall next use the moneys in said special fund to pay all architectural or engineering fees, legal fees, fees of financial advisors, cost of the issuance of the obliga- tions, 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. D. A special fund is hereby created, established and designated as the "1981 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 to C above. Such fund shall be kept separate and apart from all other funds and 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 there- -15- to, as hereinabove 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 pro- ceeds shall be deposited by the Issuer in the Reserve Account in the Sinking Fund or, if such Reserve Account is at its maximum, into the Sinking Fund and used only for the purposes thereof. ' 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, are not immediately necessary for expenditure, as hereinabove provided, may be invested in direct obligations of, or obligations the principal and interest of which are guaranteed by, the United States of America or placed. in time deposits of banks or trust companies represented by cer- tificates of deposit fully secured as provided by law maturing at such times as the Funds shall be needed for the purposes of such Construction Fund. All such securities shall be held by the depository bank, and all income derived therefrom shall be retained in the Construction Fund and used for the purposes thereof, or, at the option of the Issuer, shall be deposited into the Sinking Fund. All expenditures or disbursements from the Construction Fund shall be made only after such expenditures or disbursement"s shall have been approved by the Village Manager. The date of completion of the project shall be determined by the Village Engineer, who shall certify such facts in writing to the governing body of the Issuer. SECTION 15. MODIFICATION OR AMENDMENT. No material modification or amendment of the Original Resolution, of this ' resolution or of any resolution amendatory hereof or supplemental hereto may be made without the consent in writing of the holders of two-thirds or more in principal amount of the obligations then outstanding; provided, however, that no modification or amendment -16- shall F,ermit a change in the maturity of such obligations or reduction in the rate of interest thereon or in the amount of the principal obligation thereof or affecting the unconditional pro- mise 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 con- sent to any material modification or amendment hereof without the consent of the holder or holders 'of all .such obligations. SECTION 16. DEFEASANCE. If at any time the Issuer shall have paid, or shall have made provision fbr payment of, the principal and interest with respect to the .obligations, then, and in that event the pledge of and lien on the excise taxes in favor of the holders of the obligations shall be no longer in effect. For purposes of the preceding sentence, deposit of Federal Secu- rities (being direct obligations of the United States of America or obligations the principal of and interest on which are fully guaranteed by the United States of America, none~of which permit redemption prior to maturity at the option of the obligor), or bank certificates of deposit fully secured as to principal and interest by Federal Securities (or deposit of any other securi- ties or investments which may be authorized by law from time to• time and sufficient under such law to effect such a defeasance) in irrevocable trust with a banking institution or trust company, for the sole benefit of the holders of the obligations, in , respect to which such Federal Securities or certificates of deposit, the principal and income of which will be sufficient to make timely payment of the principal and interest on the obliga- tions, shall be considered "provision for payment". Nothing herein shall be deemed to require the Issuer to 'call any of ' the outstanding obligations for redemption prior to maturity pur- suant to any applicable optional redemption provisions, or to impair the discretion of the Issuer in determining whether to exercise any such option for early redemption. -17- SECTION 17. SF.VF.RABILITY OF INVALID PROVISIONS. If any 1 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. SECTION 18. SALE OF OBLIGATIOYdS. The obligations shall be issued and sold in such manner and at such price or prices consistent with the Act, all at one time or in installments from time to time, as shall be hereafter determined by resolution of the governing body of the Issuer. SECTION 19. VALIDATION AUTHORIZED. The Attorney for the Issuer is authorized and directed to prepare and file pro- ceedings to validate the obligations in the manner provided by law, and the proper officers of the Issuer are hereby authorized to verify on behalf of the Issuer any pleadings in such proceedings. SECTION 20. REPEALING CLAUSE. All resolutions or parts thereof of the Issuer in conflict with the provisions herein con- tained are, to the extent o£ such conflict, hereby superseded and repealed. SECTION 21. EFFECTIVE DATE. This resolution shall take 1 effect immediately upon passage. PASSED AND ADOPTED THIS 24TH DAY OF NOVEi4BER, 1980. ~ ~ ~ ~ t I !/ ,; ~~~ ~ /ii•.D. ATTEST : ~ ~,~~ ,~' ~~ '~` .~~ -18- EXHIBIT A VILLAGE OF NORTH PALM BEACH, FLORIDA CAPITAL IDIPROVEMENTS 1. Installation of new lighting at the ballfield at Alamanda•Pax~k. 2. Installation of new roof on the building known as the Winter Clu: 3. Expansion of the Village Fire Station. 4. Acquisition of a new Fire Truck. 5. Acquisition, construction and installation of improvements at the Village-owned Country Club consisting of the following: a. Replacement of units in and renovation of kitched in clubhouse. b. Installation of a new Fire Sprinkler System in clubhouse. c. Renovation and upgrading of the air conditioning in the clubhouse. d. Renovation and upgrading of both men's and women's locker rooms in clubhouse. e. Installation of a new fire wall in attic of clubhouse. f. Replacement and upgrading of tennis court lighting. ' g. Resurfacing of Tennis Courts, and Pool Deck. h. Acquisition of one power mower. i. Replacement of diving tower railing at pool. j. Installation of new lighting in parking lot. k. Upgrading and improvement of golf course irrigation system. 6. Construction and installation of new boat slips and renovation of existing slips at the marina. 7. Construction and installation of water and sewer lines into,. and construction of road improvements at the civic center. 1 CERTIFICATE OF RECORDING OFFICER The undersigned HEREBY CERTIFIES that: 1 1 1 1. She is the duly appointed, qualified and acting Villa e Clerk of the Villa e of North Palm Beach __ (herein called the Village Clerk "), and keeper of the records thereof, including the minutes of its proceedings; 2. The annexed copy of extracts from the minutes of the special meeting of the Village Council held on the ~-~~i-r~day of November , 19~_, is a true, correct, and compared copy of the whole of the original minutes of the meeting on file and of record insofar as the same relate to the resolution referred to in such extracts and to the other matters referred to therein; 3. The meeting was duly convened in conformity with all applicable requirements; a proper quorum was present throughout the meeting and the resolution hereinafter mentioned was duly proposed, considered, and adopted in conformity with applicable requirements; and all other requirements and proceedings incident to the proper adoption of the 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 PROVIDING FOR TF~ ACQUISITION AND CONSTRUCTION OF MUNICLpAL CAPITAL IMPROVEMENTS FOR THE VILLAGE OF NORTH PALM BEACH, FIARIDA, PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING ,51,250,000 1MPROVEMENT REVENUE BONDS, SERIES 1981, OF SUCH VILLAGE TU PAY THE COST OF SUCK PROJECT; PROVIDING FOR THF, RIGHTS OF THE HOLDERS OF SUCH BONDS; PROVIDING FOR THE PAITIQJP THEREOF; AND MAKING CERTAIN OTI-IF.R COVE.NANiS AND AGREQ"RNl'S IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS. is a true, correct, and compared copy of the original resolution referred to in the extracts and as finally adopted at the meeting and, to the extent required by law, as thereafter duly signed or approved by the proper officer or officers of the Village of_ North Palm Beach, Florida _, which resolution is on file and of record. WITNESS my hand and the seal of the Vi11aQe of North Palm Beach t h i s 2l+th day o f November 19 80 . __ ,/ ,,~ ores R. 4lalker, fMC, Village Clerk ~ ~, ~~ EXTRACTS FROM 'THE MINUTES OF A gpE(;TAT. SESSION MEETING OF THE VILLAGE OOUNCII, OF THE VZIlAGE OF NORTH PALM BEACH, FIARIDA, 1 HELD ON THE 24TH DAY OF NOVEMBER , 19 80 The _ Village Council of _the Village of North Palm Beach. Florida. met in ~Snecial Session. meeting at Vi11aQe Hall in the Village of North Palm Beach , Florida , at 5:~0 o'clock p..M. on the 24th day of November , 19 g0 , the place, hour, and date duly established for the holding of such meeting. The Mayor called the meeting to order and L_.i on roll call the following answered present: V. A. Marks, Playor , Al Moore, Vice Mayor , Tan Valente, President Pro Tem , William H. Brown, Councilman , Harriet Nolan, Cvuncilwanan , and the following were absent: The Mayor declared a quorum present. Resolution No. 61-80 was introduced by Playor Marks.. Vice Mayor Moore moved that Resolution No. 61-80 entitled: 1 A RESOLUTION PROVIDING FOR THE ACQUISITION AND CONSTRUCTION OF MUNICIPAL CAPITAL IMPROVEMENTS FOR THE VILLAGE OF NORTH PALM BEACH,' FLORIDA; PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING $1,250,000 IMPROVEMENT REVENUE BONDS, SERIES 1981, OF SUCH VILLAGE TO PAY THE COST OF SUCH PROJECT; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH BONDS; MAKING CERTAIN OTHER. COVENANTS AND AGREEMENTS T.N CONNECTION WITH THE ISSUANCE OF SUCH BONDS. be adopted. The motion was seconded by Councilman Brown. The resolution was then read in full and discussed and considered. Vice ?4ayor Moore moved to amend Exhibit A to delete item 1 „ item 6.f., and change 6.i. from "two power mowers" to "one power mower." The motion was seconded by Councilwoman Nolan and passed 5-0. Mayor Marks then moved the adoption of Resolution 61-80, ' as amended, and, on roll call, the following voted "Aye" on the main motion: Mayor Marks Vice Mayor Moore, President Pro Tem Valente, Councilman Brown and Councilwoman Nolan• and the following voted "Nay": The Mayor thereupon declared the motion carried and the resolution adopted as amended. ~ * ~ ~ ~ There being no further business to come before the meeting, upon motion duly made and seconded, the meeting was adjourned. 1 1