HomeMy Public PortalAboutRES 84/04_SnT,UrPIOrT # 84 - 4
A RESOLUTION PROVIDING FOR THE ISSUANCE OF NOT EX-
CEEDING $1,727,500 GENERAL OBLIGATION BONDS OF THE
TOWN OF GULF STREAM, FLORIDA FOR THE PURPOSES OF
FINANCING THE COST OF CONSTRUCTION AND EQUIPPING OF
ADMINISTRATIVE COMPLEX PROJECTS CONSISTING OF AN
ADMINISTRATIVE COMPLEX AND REPAYMENT OF AN EXISTING
LOAN UPON THE PROPERTY WHERE THE ADMINISTRATIVE
COMPLEX WILL BE LOCATED, CONSTRUCTION, EQUIPPING
AND /OR IMPROVEMENT OF PUBLIC WORKS PROJECTS
CONSISTING OF ROAD IMPROVEMENT, DRAINAGE AND PAVING,
WATER SYSTEM PROJECTS CONSISTING OF THE REPAYMENT OF
AN EXISTING LOAN UPON THE GULF STREAM WATER SYSTEM
AND CONSTRUCTION, EQUIPPING AND /OR IMPROVEMENT OF
THE TOWN WATER SYSTEM, AND OF CANAL PROJECTS
CONSISTING OF MAINTENANCE AND IMPROVEMENT OF THE
TOWN'S CANALS; CONTAINING OTHER PROVISIONS RELATING
TO SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE TOWN COMMISSION OF THE TOWN OF GULF
STREAM, FLORIDA:
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted
pursuant to Chapter 166, Part II, Florida Statutes (1983); Sections 100.201 through
100.351, Florida Statutes; and other applicable provisions of law (hereinafter collectively
referred to as the "Act ").
SECTION 2. FINDINGS. It is hereby found, determined and declared as fol-
lows, that:
A. It is necessary, desirable, and in the best interest of the Town of Gulf
Stream, Florida and its inhabitants that general obligation bonds in an amount not
exceeding $1,727,500 be issued for the projects herein described, which amount is hereby
authorized to be expended for such purposes. The period of probable usefulness of the
property and improvements comprising the Project will be at least thirty years.
B. The issuance of such general obligation bonds was approved by a majority
of votes cast in four separate bond referenda held March 13, 1984, by the qualified
electors of the Town in the manner required by the Constitution and Statutes of the State
of Florida.
SECTION 3. DEFINITIONS. Unless the context otherwise requires, the terms
defined in this section shall have the meanings so specified. Words importing singular
number shall include the plural number in each case and vice versa, and words importing
persons shall include firms and corporations.
issued.
A. "Bonds" shall mean the General Obligation Bonds herein authorized to be
B. "Mandatory Sinking Fund Installment" with respect to any Term Bonds,
shall mean an amount so designated which is established for the Term Bonds and which
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shall be deposited in the Term Bonds Account within the Sinking Fund (hereinafter
established and defined) provided that the aggregate of such installments together with
interest to be earned on funds within the Term Bonds Account and retained in such
account for payment of the Term Bonds, shall equal the aggregate principal amount of
Term Bonds delivered on original issuance.
C. 'Bond Service Requirement" for any Bond Year, as applied to the Bonds,
shall mean the sum of:
(1) The amount required to pay the interest becoming due on the Bonds
during such Bond Year, and principal of Bonds other than Term Bonds maturing in such
Bond Year, except to the extent that such interest shall have been provided by payments
into the Sinking Fund of investment income; and
(2) The Mandatory Sinking Fund Installment for the Term Bonds
coming due in such Bond Year. In computing the Bond Service Requirement for any Bond
Year for the Bonds, the Town shall assume that an amount of the Term Bonds equal to the
Mandatory Sinking Fund Installment for such Bond Year will be retired by purchase or
redemption in such Bond Year, or that payment of such amount of Term Bonds at maturity
will be fully provided for in such Bond Year. When determining the amount of principal of
and interest on Bonds which mature in any year, for purposes of this Resolution, the
stated maturity date of Term Bonds shall be disregarded, and the Mandatory Sinking Fund
Installment, if any, applicable to Term Bonds in such year shall be deemed to mature in
such year.
D. "Term Bonds" shall mean those Bonds, if any, stated to mature on one
date and which shall be subject to retirement by operation of the Term Bonds Account
established in the Sinking Fund.
E. 'Bond Year" shall mean the twelve month period ending on the anniver-
sary of the maturity dates of the Bonds.
F. "Investment Securities" means any of the following, if and to the extent
that the same are legal for the investment of Municipal funds: (i) direct obligations of, or
obligations the principal of and interest on which are unconditionally guaranteed by, the
United States of America; (ii) bonds, debentures, notes or participation certificates
issued by the Federal Banks for Cooperatives, the Federal Intermediate Credit Banks, the
Federal Home Loan Banks, the Export- Import Bank of the United States, the Federal Land
Banks, the Federal National Mortgage Association, the Government National Mortgage
Association, and direct and general obligations of any agency or instrumentality of the
United States of America not included in the foregoing listing; (iii) Public Housing Bonds
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and Project Notes fully secured by contracts with the United States; (iv) full faith and
credit direct general obligations of any state, or unlimited tax direct obligations of any
political subdivision thereof, to the payment of which the full faith and credit of such
political subdivision is pledged, provided that at the time of purchase such obligations are
rated in either of the two highest rating categories by a nationally recognized bond rating
agency; (v) negotiable or non - negotiable certificates of deposit or time deposits issued by
any bank, trust company or national banking association which is a member of the Federal
Reserve System, provided that such certificates of deposit or time deposits shall
continuously be collaterally secured by investments listed under clauses (i) through (iii)
above having a market value at all times at least equal to such certificates of deposit or
time deposits; and (vi) repurchase agreements with any bank, trust company, or national
banking association insured by the Federal Deposit Insurance Corporation or with any
government bond dealer recognized as a primary dealer by the Federal Reserve Bank of
New York, which agreements are fully and continuously secured by obligations described
in clauses (i) through (iii) above having a market value at all times at least equal to such
repurchase agreements.
G. "Town" shall mean the Town of Gulf Stream, Florida.
H. "Project" shall mean, collectively, the following four separate projects:
1. Construction and equipping of projects consisting of an adminis-
trative complex and repayment of an existing loan upon the
property where the administrative complex will be located, at a
cost not exceeding $905,000.
2. Construction, equipping and /or improvement of public works
projects consisting of road improvements, drainage and paving, at a
cost not exceeding $420,000.
3. Repayment of an existing loan upon the Gulf Stream water system
and construction, equipping and /or improvement of the Town water
system, at a cost not exceeding $305,000.
4. Maintenance and improvement of the Town's canals, at a cost not
exceeding $97,500. Such amount represents approximately 30% of
the cost of the project, the remainder of which shall be paid by
property owners directly abutting the canals to be improved.
Such projects described above shall also include other purposes appurtenant or
incidental thereto.
I. "Bond Registrar" or "Registrar" shall mean an officer of the Town or the
bank or trust company which the Town may from time to time designate to perform the
duties herein set forth for the Registrar of the Bonds.
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J. "Paying Agent" shall mean an officer of the Town or the bank or trust
company which the Town may from time to time designate to serve as paying agent.
K. "Registered Owners" shall mean those persons whose names and
addresses appear on the registration books, at the point in time when registered ownership
is to be determined unless a contrary intent is clearly indicated by the context,
maintained by the Bond Registrar.
SECTION 4. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of
the acceptance of the Bonds authorized to be issued hereunder by those who shall hold the
same from time to time, this Resolution shall be deemed to be and shall constitute a
contract between the Town and such holders. The covenants and agreements herein set
forth to be performed by the Town 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 as expressly provided therein and herein.
SECTION 5. AUTHORIZATION OF BONDS. Subject and pursuant to the provi-
sions of this Resolution, Bonds of the Town to be known as "General Obligation Bonds ",
herein sometimes referred to as 'Bonds ", are hereby authorized to be issued in the
aggregate principal amount of not exceeding One Million Seven Hundred Twenty -Seven
Thousand Five Hundred Dollars ($1,727,500) for the construction, acquisition and
equipping of the Project.
SECTION 6. DESCRIPTION OF BONDS. The Bonds shall be dated as of a date
to be fixed at the time of sale, shall be numbered consecutively from one upward in the
order of their maturities; shall be in the denomination of $5,000 each or integral multiples
thereof (except that one Bond may be in the denominations of $2,500 or $7,500); shall bear
interest at a rate not to exceed the maximum lawful rate per annum at the time of sale of
the Bonds, such interest to be payable semiannually on such dates, and shall mature in
numerical order, lowest numbers first, on such dates and in such years (but not to exceed
30 years from their date of issuance) and amounts as shall be fixed by subsequent
resolution of the Town adopted prior to sale.
The Bonds shall be issued in fully registered form, without coupons; shall be
payable with respect to both principal and interest upon presentation and surrender
thereof on the date fixed for maturity or redemption thereof at the office of the Bond
Registrar in lawful money of the United States of America; and shall bear interest from
such date, but not earlier than the date of the Bonds, as is fixed by subsequent resolution
of the Town, payable in accordance with and pursuant to the terms of the Bonds.
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Interest on the Bonds shall be paid by check or draft mailed to the Registered
Owners, at their addresses as they appear on the Bond Register, at the close of business
on the 15th day of the month (whether or not a business day) next preceding the interest
payment date for the Bonds (the "Record Date "), irrespective of any transfer of the Bonds
subsequent to such Record Date and prior to such interest payment date, unless the Town
shall be in default in the payment of interest due on such interest payment date. In the
event of any such default, such defaulted interest shall be payable to the Registered
Owners at the close of business on a special record date for the payment of defaulted
interest as established by notice mailed to the persons in whose names such Bonds are
registered at the close of business on the fifth (5th) day preceding the date of mailing.
If the date for payment of the principal of, premium, if any, or interest on the
Bonds shall be a Saturday, Sunday, legal holiday or a day on which the banking institutions
in the city where the corporate trust office of the Paying Agent is located are authorized
by law or executive order to close, then the date for such payment shall be the next
succeeding day which is not a Saturday, Sunday or legal holiday or a day on which such
banking institutions are authorized to close, and payment on such date shall have the same
force and effect as if made on the nominal date of payment.
The Bonds may be issued or exchanged for Bonds in coupon form, payable to
bearer, in such form and with such attributes as the Town may provide by supplemental
resolutions, upon receipt of an opinion from a nationally recognized bond counsel that
such issuance or exchange will not cause interest on the Bonds to be includable in gross
income of the holder for federal income tax purposes.
SECTION 7. EXECUTION OF BONDS. The Bonds shall be executed in the
name of the Town by the Mayor and attested by the Town Clerk, and the corporate seal of
the Town or a facsimile thereof shall be affixed thereto or reproduced thereon. The
facsimile signatures of such offices shall be imprinted or reproduced on the Bonds. The
Certificate of Authentication of the Bond Registrar, hereinafter described, shall appear
on the Bonds, 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 at all times
be a manual signature. In case any officer whose signature shall spear on any Bonds shall
cease to be such officer before the delivery of such Bonds, such signature or facsimile
shall nevertheless be valid and sufficient for all purposes the same as if he had remained
in office until such delivery. Any Bond may be signed and sealed on behalf of the Town by
such person who at the actual time of the execution of such Bonds shall hold the proper
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office with the Town, although at the date of such Bonds such person may not have held
such office or may not have been so authorized.
The validation certificate on the Bonds shall be executed with the facsimile
signature of the Mayor. The Town may adopt and use for such purposes the facsimile
signature of any persons who shall have held such office at any time on or after the date
of adoption of this Resolution, notwithstanding that he may have ceased to be such officer
at the time the Bonds are actually delivered.
SECTION 8. NEGOTIABILITY AND REGISTRATION. A. NEGOTIABILITY.
The Bonds shall be and shall have all of the qualities and incidents of negotiable
instruments under the Uniform Commercial Code - Investment Securities of the State of
Florida, and each successive holder, in accepting any of the Bonds shall be conclusively
deemed to have agreed that such Bonds shall be and have all of the qualities and incidents
of negotiable instruments under the Uniform Commercial Code - Investment Securities of
the State of Florida.
B. REGISTRATION AND TRANSFER. There shall be a Bond Registrar for
the Bonds which shall be a bank or trust company located within or without the State of
Florida. The Bond Registrar shall maintain the registration books of the Town and be
responsible for the transfer and exchange of the Bonds. The Town shall, prior to the
proposed date of delivery of the Bonds, by resolution designate the bank to serve as a
Bond Registrar and Paying Agent. The Bond Registrar shall maintain the books for the
registration of the transfer and exchange of the Bonds in compliance with an agreement
to be executed between the Town and such bank as Bond Registrar on or prior to the date
of delivery of the Bonds. Such agreement shall set forth in detail the duties, rights and
responsibilities of the parties thereto.
The Bonds may be transferred upon the registration books, upon delivery to the
Registrar, together with written instructions as to the details for the transfer of such
Bonds, along with the social security or federal employer identification number of such
transferee and, if such transferee is a trust, the name and social security or federal
employer identification numbers of the settlor and beneficiaries of the trust, the date of
the trust and the name of the trustee. No transfer of any Bond shall be effective until
entered on the registration books maintained by the Registrar.
In all cases of the transfer of the Bond, the Registrar shall enter the transfer
of ownership in the registration books and shall authenticate and deliver in the name of
the transferee or transferees a new fully registered Bond or Bonds of authorized
denominations of the same maturity and interest rate for the aggregate principal amount
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which the Registered Owner is entitled to receive at the earliest practicable time in
accordance with the provisions of this Resoluiton. Any Bond or Bonds shall be
exchangeable for a Bond or Bonds of the same maturity and interest rate, in any
authorized denomination, but in a principal amount equal to the unpaid principal amount
of the Bond or Bonds presented for exchange. Bonds to be exchanged shall be surrendered
at the principal office of the Registrar, and the Registrar shall deliver in exchange
therefor the Bond or Bonds which the Bondholder making the exchange shall be entitled to
receive. The Town or the Registrar may charge the Registered Owner of such Bond for
every such transfer or exchange, an amount sufficient to reimburse them for their
reasonable fees and for any tax, fee, or other governmental charge required to be paid
with respect to such transfer or exchange, and may require that such charge be paid
before any such new Bond shall be delivered.
All Bonds delivered upon transfer or exchange shall bear interest from such
date that neither gain nor loss in interest shall result from the transfer or exchange.
All Bonds presented for transfer, exchange, redemption or payment (if so
required by the Town), shall be accompanied by a written instrument or instruments of
transfer or authorization for exchange, in form and with guaranty of signature satis-
factory to the Town and the Registrar duly executed by the Registered Owner or by his
duly authorized attorney.
SECTION 9. BONDS, MUTILATED, DESTROYED, STOLEN OR LOST. In
case any Bond shall become mutilated, or be destroyed, stolen or lost, the Town may in its
discretion issue 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 holder furnishing the Town proof of his ownership thereof and
satisfactory indemnity and complying with such other reasonable regulations and
conditions as the Town may prescribe and paying such expenses as the Town may incur.
All Bonds so surrendered shall be cancelled by the Town Clerk. If any such Bonds shall
have matured or be about to mature, instead of issuing a substitute Bond, the Town may
pay the same, upon being indemnified as aforesaid, and if such Bond be lost, stolen or
destroyed, without surrender thereof.
Any such duplicate Bonds issued pursuant to this section shall constitute
original, additional contractual obligations whether or not the lost, stolen or destroyed
Bonds be at any time found by anyone, and such duplicate 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 extent as all other Bonds issued hereunder.
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SECTION 10. REDEMPTION PROVISIONS. The Bonds shall be redeemable
by operation of the Bond Amortization Fund or at the option of the Town, as provided by
subsequent resolution of the Town adopted prior to delivery of the Bonds. The Bonds in
denominations greater than $5,000 shall be deemed to be an equivalent number of Bonds
of the denomination of $5,000. In the event a Bond is of a denomination greater than
$5,000, a portion of such may be redeemed, but Bonds shall be redeemed only in the
principal amount of $5,000 or any integral multiple thereof (or, in the case of the single
Bond in the denominations of $2,500 or $7,500, shall be redeemed only in the principal
amount thereof). In the event any of the Bonds or portions thereof are redeemable as
aforesaid, notice thereof identifying the Bonds or portions thereof to be redeemed will be
given by the Registrar (who shall be the Paying Agent for the Bonds, or such other person,
firm or corporation as may from time to time be designated by the Town as the Registrar
for the Bonds) by mailing a copy of the redemption notice by first -class mail (postage
prepaid) not more than thirty (30) days and not less than fifteen (15) days prior to the date
fixed for redemption to the Registered Owner of each Bond to be redeemed in whole or in
part at the address shown on the registration books. Failure to give such notice by
mailing to any Registered Owner of Bonds, or any defect therein, shall not affect the
validity of any proceeding for the redemption of other Bonds. All Bonds or portions
thereof so called for redemption will cease to bear interest after the specified redemption
date provided funds for their redemption are on deposit at the place of payment at that
time.
Upon surrender of any Bond for redemption in part only, the Town shall issue
and deliver to the Registered Owner thereof, the costs of which shall be paid by the
Registered Owner, a new Bond or Bonds of authorized denominations in aggregate
principal amount equal to the unredeemed portion surrendered.
Whenever any Bonds shall be delivered to the Bond Registrar for cancellation,
upon payment of the principal amount thereof, or for replacement, transfer or exchange,
such Bonds shall be cancelled and, upon request of the Town, destroyed by the Bond
Registrar. Counterparts of the certificate of destruction evidencing any such destruction
shall be furnished to the Town.
SECTION 11. FORM OF BONDS AND COUPONS. The Bonds 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 authorized or permitted
by this Resolution or in any subsequent resolution adopted prior to the issuance thereof:
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No.
Rate of Interest
Registered Holder:
Principal Amount:
(Form of 1984 Bond)
UNITED STATES OF AMERICA
STATE OF FLORIDA
TOWN OF GULF STREAM
Maturity Date Date of Original Issue Cusip
1984
KNOW ALL MEN BY THESE PRESENTS, that the Town of Gulf Stream,
Florida (hereinafter called "Town "), for value received, hereby promises to pay to the
Registered Holder identified above, or registered assigns, on the Maturity Date specified
above, the Principal Amount shown above, and to pay interest on said sum from the Date
of Original Issue of this Bond or from the most recent interest payment date to which
interest has been paid, at the rate of interest per annum set forth above until payment of
such sum, such interest being payable
1, 1984, and semiannually
thereafter on the first day of and the first day of
of each
year. The principal of and premium, if any, on this Bond are payable upon presentation
and surrender hereof on the date fixed for maturity or redemption at the principal office
of (the
"paying agent ") in
, or at the office designated for such payment of any
successor thereof. The interest on this Bond, when due and payable, shall be paid by
check or draft mailed to the person in whose name this Bond is registered, at his address
as it appears on the Bond Register, at the close of business on the 15th day of the month
(whether or not a business day) next preceding the interest payment date (the "Record
Date "), irrespective of any transfer of this Bond subsequent to such Record Date and prior
to such interest payment date, unless the Town shall be in default in payment of interest
due on such interest payment date. In the event of any such default, such defaulted
interest shall be payable to the person in whose name such Bond is registered at the close
of business on a special record date for the payment of defaulted interest as established
by notice mailed by the Registrar to the Registered Holder of the Bonds not less than
fifteen (15) days preceding such special record date. Such notice shall be mailed to the
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person in whose name such Bond is registered at the close of business on the fifth (5th)
day preceding the date of mailing. All amounts due hereunder shall be payable in any coin
or currency of the United States, which is, at the time of payment, legal tender for the
payment of public or private debts.
This Bond is one of an authorized issue of Bonds in the aggregate principal
amount of $1,727,500, of like date, tenor and effect, except as to number, series, interest
rate, redemption provisions, and date of maturity, issued to finance the cost of
construction and equipping of projects consisting of (1) an administrative complex and
repayment of an existing loan upon the property where the administrative complex will be
located, at a cost not exceeding $905,000, (2) construction, equipping and /or improvement
of public works projects consisting of road improvements, drainage and paving, at a cost
not exceeding $420,000, (3) repayment of an existing loan upon the Gulf Stream water
system and construction, equipping and /or improvement of the Town water system, at a
cost not exceeding $305,000, and (4) maintenance and improvement of the Town's canals,
at a cost not exceeding $97,500, 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 (1983); Section 100.201 through 100.351, Florida Statutes; and other
applicable provisions of law (hereinafter referred to as the "Act "); and a resolution duly
adopted by the Town Council of the Town on the _ day of , 1984, as
supplemented (hereinafter called "Resolution "), and is subject to all the terms and
conditions of such Resolution.
It is hereby certified and recited that all acts, conditions and things required
to happen, exist and be performed, precedent to and in the issuance of this Bond, have
happened, exist, and have been performed in due time, form and manner as required by
the Constitution and laws of the State of Florida applicable thereto, that the issue of
Bonds of which this Bond is a part has been approved at an referendum held in accordance
with the Constitution and laws of the State of Florida in the Town on the 13th day of
March, 1984; that the total indebtedness of the Town, including the issue of Bonds of
which this Bond is one, does not exceed any constitutional, statutory or charter limitation;
and that provision has been duly made for the levy and collection of a direct annual tax,
without limitation as to rate or amount, upon all taxable property within the Town
sufficient to pay the principal of and interest on this Bond as the same shall become due,
which tax shall be levied and collected at the same time, and in the same manner, as
other ad valorem taxes of the Town are assessed, levied and collected. For the prompt
payment of the principal of and interest on the Bonds, the full faith, credit and taxing
power of the Town are irrevocably pledged.
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(Insert redemption provisions)
Bonds in denominations greater than $5,000 shall be deemed to be an
equivalent number of Bonds of the denomination of $5,000. In the event a Bond is of a
denomination larger than $5,000, a portion of such may be redeemed, but Bonds shall be
redeemed only in the principal amount of $5,000 or any integral multiple thereof (or, in
the case of the single Bond in the denominations of $2,500 or $7,500, shall be redeemed
only in the principal amount thereof). In the event any of the Bonds or portions thereof
are called for redemption as aforesaid, notice thereof identifying the Bonds or portions
thereof to be redeemed will be given by the Registrar (who shall be the paying agent for
the Bonds, or such other person, firm or corporation as may from time to time be
designated by the Town as the Registrar for the Bonds) by mailing a copy of the
redemption notice by first -class mail (postage prepaid) not more than thirty (30) days and
not less than fifteen (15) days prior to the date fixed for redemption to the Registered
Holder of each Bond to be redeemed in whole or in part at the address shown on the
registration books. Failure to give such notice by mailing to any Registered Holder of
Bonds, or any defect therein, shall not affect the validity of any proceeding for the
redemption of other Bonds. All Bonds so called for redemption will cease to bear interest
after the specified redemption date provided funds for their redemption are on deposit at
the place of payment at that time. Upon surrender of any Bond for redemption in part
only, the Town shall issue and deliver to the Registered Holder thereof, the costs of which
shall be paid by the Registered Holder, a new Bond or Bonds of authorized denominations
in aggregate principal amount equal to the unredeemed portion surrendered.
If the date for payment of the principal of, premium, if any, or interest on this
Bond shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in
the city where the corporate trust office of the paying agent is located are authorized by
law or executive order to close, then the date for such payment shall be the next
succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such
banking institutions are authorized to close, and payment on such date shall have the same
force and effect as if made on the nominal date of payment.
(To be inserted where appropriate on face of bond: "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 is and has all the qualities and incidents of a negotiable instrument
under the Uniform Commercial Code - Investment Securities of the State of Florida.
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The Bonds are issued in the form of fully registered bonds without coupons in
denominations of $5000 or any integral multiple of $5000 (except that one Bond may be in
the denominations of $2,500 or $7,500 and may not be exchanged). Subject to the
limitations and upon payment of the charges provided in the Resolution, Bonds may be
exchanged for a like aggregate principal amount of Bonds of the same maturity or other
authorized denominations. This Bond is transferable by the Registered Holder hereof in
person or by his attorney duly authorized in writing, at the above - mentioned office of the
Registrar, but only in the manner, subject to the limitations and upon payment of the
charges provided in the Resolution, and upon surrender and cancellation of this Bond.
Upon such transfer a new Bond or Bonds of the same maturity and of authorized
denomination or denominations, for the same aggregate principal amount, will be issued to
the transferee in exchange therefor. Bonds may be transferred upon the registration
books upon delivery to the Registrar of the Bonds, accompanied by a written instrument
or instruments of transfer in form and with guaranty of signature satisfactory to the
Registrar, duly executed by the Registered Holder of the Bonds to be transferred or his
attorney -in -fact or legal representative, containing written instructions as to the details
of the transfer of such Bonds, along with the social security number or federal employer
identification number of such transferee and, if such transferee is a trust, the name and
social security or federal employer identification numbers of the settlor and beneficiaries
of the trust, the federal employer identification number and date of the trust and the
name of the trustee. In all cases of the transfer of a Bond, the Registrar shall enter the
transfer of ownership in the registration books and shall authenticate and deliver in the
name of the transferee or transferees a new fully registered Bond or Bonds of authorized
denominations of the same Maturity Date and Rate of Interest for the aggregate principal
amount which the Registered Holder is entitled to receive at the earliest practicable time
in accordance with the provisions of the Resolution. The Town or the Registrar may
charge the Registered Holder of such Bond for every such transfer or exchange of a Bond
an amount sufficient to reimburse them for their reasonable fees and any tax, fee, or
other governmental charge required to be paid with respect to such transfer or exchange
and may require that such charge be paid before any such new Bond shall be delivered.
The Town may deem and treat the Registered Holder hereof as the absolute
owner hereof (whether or not this Bond shall be overdue) for the purpose of receiving
payment of or on account of principal hereof and interest due hereon and for all other
purposes, and the Town shall not be affected by any notice to the contrary.
This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security or benefit under the Resolution until the certificate of authenti-
cation hereon shall have been executed by the Bond Registrar.
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IN WITNESS WHEREOF, the Town of Gulf Stream, Florida, has issued this
Bond and has caused the same to be signed by its Mayor and attested by its Town Clerk,
either manually or with their facsimile signatures, and the corporate seal of the Town or a
facsimile thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon
all as of the _ day of , 1984.
TOWN OF GULF STREAM,
FLORIDA
(SEAL)
Mayor
ATTESTED:
Town Clerk
VALIDATION CERTIFICATE
This Bond is one of a issue of Bonds which were validated by judgment of the
Circuit Court for Palm Beach County, Florida, rendered on the day of ,
1984.
Mayor
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CERTIFICATE OF AUTHENTICATION OF BOND REGISTRAR
This Bond is one of the Issue of the within described Bonds. The Rate of Interest,
Maturity Date, Registered Holder and Principal Amount shown above are correct in all
respects and have been recorded, along with the applicable federal taxpayer identification
number and the address of the Registered Holder, in the Bond Register maintained at the
principal offices of the undersigned.
By
Authorized Signature
Date of Authentication
The following abbreviations, when used in the inscription 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 -
TEN ENT -
JT TEN -
as tenants in
common
as tenants by the
entireties
as joint tenants with
right of survivor-
ship and not as
tenants in common
UNIF GIF MIN ACT -
Cust.
Custodian for
(Minor)
under Uniform Gifts to Minors Act
of
State
Additional abbreviations may also be used though not in list above.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned
(the "Transferor "), hereby sells, assigns, and transfers unto
(Please insert name and Social Security or Federal Employer
Identification number of assignee) the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints -
(the "Transferee ") as attorney to register the transfer of the within Bond on
the books kept for registration thereof, with full power of substitution in the premises.
Date:
Signature Guaranteed:
NOTICE: Signature (s) must be guaranteed
by a member firm of the New York Stock
Exchange or a commercial bank or a trust
company.
NOTICE: No transfer will be registered and
no new Bond will be issued in the name of
the Transferee, unless the signature(s) to
this assignment corresponds with the name
as it appears upon the face of the within
Bond in every particular, without alteration
or enlargement or any change whatever and
the Social Security or Federal Employer
Identification Number of the Transferee is
supplied."
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SECTION 12. PLEDGE OF FULL FAITH, CREDIT AND TAXING POWER.
For the prompt payment of the principal of and interest on the Bonds, the full faith,
credit and taxing power of the Town are irrevocably pledged.
SECTION 13. LEVY AND APPLICATION OF AD VALOREM TAX. There is
hereby created a Sinking Fund to be held and administered by the Town solely for the
purpose of retiring Bonds by purchase, redemption, or payment at maturity from funds or
proceeds of investments and paying interest thereon. In each year while any of such
Bonds are outstanding there shall be levied and collected a tax, without limitation as to
rate or amount, on all taxable property within the Town, sufficient in amount to pay into
the Sinking Fund the Bond Service Requirement as the same shall become due. The
proceeds of such tax shall be deposited into the Sinking Fund to pay the principal of and
interest on such Bonds and any Mandatory Sinking Fund Installments as the same shall
become due. Such tax shall be assessed, levied and collected in the same manner and at
the same time as other Town taxes are assessed, levied and collected.
Upon the sale of any Term Bonds, the Town shall, by resolution, establish the
amounts and maturities of Mandatory Sinking Fund Installments for such Term Bonds.
Mandatory Sinking Fund Installments deposited to the Sinking Fund shall be
held in a special account therein (herein referred to as the "Term Bonds Account ") and
shall be used for the open market purchase or the mandatory redemption of Term Bonds.
The funds and principal of and interest on investments in the Term Bonds
Account shall be applied exclusively for payment of Term Bonds, by purchase or
redemption, as applicable, and any excess shall be transferred to the Sinking Fund to make
up any deficiencies in required payments therein.
The Town shall not be required to make any further payments into the Sinking
Fund when the aggregate amount of money in the Sinking Fund is at least equal to the
total Bond Service Requirement for all Bond Years of the Bonds then outstanding, plus the
amount of redemption premium, if any, then due and thereafter to become due on such
Bonds then outstanding upon mandatory redemption of Term Bonds.
The Town shall pay from the Sinking Fund all expenses in connection with any
such purchase or redemption.
SECTION 14. APPLICATION OF PROCEEDS OF BONDS. All moneys re-
ceived from the sale of the Bonds shall be deposited by the Town in a special account of
the Town entitled 1984 General Obligation Bonds Construction Fund (the "Construction
Fund "), in a bank or trust company and applied by the Town as follows:
A. All accrued interest on the Bonds shall be deposited in the Sinking Fund.
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B. At the option of the Town, an amount not exceeding interest on the
Bonds which will become due prior to the estimated receipt of sufficient proceeds of the
first ad valorem tax to be levied after issuance of the Bonds may be deposited in the
Sinking Fund.
C. The Town shall next use the moneys in the Construction Fund to pay all
engineering fees, legal fees, fees of financial advisors, costs of the issuance of the Bonds,
and all other similar costs incurred in connection with the Project and the issuance of the
Bonds to finance the cost thereof.
D. The balance of the moneys remaining in the Construction Fund after
making all the deposits and payments above provided for shall be kept separate and apart
from all other accounts of the Town, and the moneys on deposit therein shall be
withdrawn, used and applied by the Town solely to the payment of the cost of the Project,
as hereinabove described and set forth. Such funds shall be set apart in four separate sub -
accounts and applied for the separate purposes and in the separate amounts described in
paragraphs 1 to 4 of the definition of Project in Section 3H hereof. 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 in any of the three separate sub - accounts shall be
deposited by the Town in the Sinking Fund. All such proceeds shall be and constitute trust
funds for such purposes.
The holders of the Bonds issued hereunder shall have no responsibility for the
use of the proceeds of the Bonds, and the use of such Bond proceeds by the Town shall in
no way affect the rights of such Bondholders. The Town shall be irrevocably obligated to
continue to levy and collect the ad valorem taxes as provided herein and to pay the
principal of and interest on the Bonds notwithstanding any failure of the Town to use and
apply such Bond proceeds in the manner provided herein.
SECTION 15. FUNDS. The Sinking Fund and the Construction Fund shall
constitute trust funds for the purposes provided herein for such funds. The money in all
such funds shall be continuously secured in the same manner as deposits are authorized to
be secured by the laws of the State of Florida.
Moneys on deposit in the Sinking Fund and the Construction Fund may be
invested and reinvested in Investment Securities maturing prior to the date on which the
moneys therein will be needed.
The cash required to be accounted for in each of the funds and accounts
described in this Resolution may be deposited in a single bank account, provided that
adequate accounting records are maintained to reflect and control the restricted
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allocation of the cash on deposit therein for the various purposes of such funds and
accounts as herein provided. The designation and establishment of the funds in and by this
Resolution shall not be construed to require the establishment of any completely
independent, self - balancing funds as such term is commonly defined and used in
governmental accounting, but rather is intended solely to constitute an earmarking of
certain tax revenues and assets of the Town for the purposes herein provided and to
establish certain priorities for application of such tax revenues and assets.
SECTION 16. MODIFICATION OR AMENDMENT. No material modification
or amendment of this Resolution or of any resolution amendatory hereof or supplemental
hereto may be made without the consent of the holders of two - thirds or more in the
principal amount of the Bonds then outstanding; provided, however, that no modification
or amendment shall permit a change in the maturity of such Bonds or a reduction in the
rate of interest thereon or in the amount of the principal obligation thereof or affecting
the promise of the Town to pay the principal of and interest on the Bonds as the same
shall become due pursuant to its pledge of the full faith, credit and taxing power of the
Town, or the promise of the Town to levy and collect ad valorem taxes for such payment
within the Town, or reduce the percentage of the holders of the Bonds required to consent
to any material modification or amendment hereof without the consent of the holder or
holders of all of such Bonds.
SECTION 17. DEFEASANCE. If at any time, the Town shall have paid, or
shall have made provision for payment of, the principal, interest, Mandatory Sinking Fund
Installments and redemption premiums, if any, with respect to the Bonds, then, and in that
event, all covenants and pledges made in this Resolution in favor of the holders of the
Bonds shall be no longer in effect. For purposes of the preceding sentence, deposit of
sufficient cash and /or direct obligations of the United States of America or obligations
fully guaranteed by the United States of America ( "Federal Securities ") or bank
certificates of deposit fully secured as to principal and interest by Federal Securities (or
deposit of any other securities or investments which may be authorized by law from time
to time and sufficient under such law to effect such a defeasance), none of which permit
redemption prior to maturity at the option of the obligor on a date earlier than the date
such funds will be needed, in irrevocable trust with a banking institution or trust company,
for the sole benefit of the bondholders shall be considered "provision for payment ". The
receipts when due of principal of and interest on such Federal Securities or bank
certificates of deposits shall be sufficient to make timely payment of the principal,
interest, Mandatory Sinking Fund Installments and redemption premiums, if any, on the
LKL- 03/26/84 -221A -18-
outstanding Bonds. Nothing herein shall be deemed to require the Town to call any of the
outstanding Bonds for redemption prior to maturity pursuant to any applicable optional
redemption provisions, or to impair the discretion of the Town in determining whether to
exercise any such option for early redemption.
SECTION 18. SEVERABILITY OF INVALID PROVISIONS. If any one or more
of the covenants, agreements or provisions herein contained shall be held contrary to any
express provision of law or contrary to the policy of express law, though not expressly
prohibited, or against public policy, or shall for any reason whatsoever be held invalid,
then such covenants, agreements or provisions shall be null and void and shall be deemed
separable from the remaining covenants, agreements or provisions hereof or of the Bonds
or coupons issued hereunder.
SECTION 19. SALE OF BONDS. The Bonds 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 the Town Commission
of the Town.
SECTION 20. VALIDATION AUTHORIZED. The Town Attorney is
authorized and directed to prepare and file proceedings to validate the Bonds in the
manner provided by law.
SECTION 21. EFFECTIVE DATE. This Resolution shall take effect imme-
diately upon its adoption. April 13, 1984.
4R/—
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