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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 LKL- 03/28/84 -221A Rev.04 /11/84 -1- T 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 LKL- 03/26/84 -221A -2- 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. LKL- 03/26/84 -221A -3- 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. LKL- 04/11/84 -221A -4- 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 LKL- 03/28/84 -221A -5- 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 LKL- 03/28/84 -221A -6- 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. LKL- 03/28/84 -221A -7- 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: LKL- 04/11/84 -221A -8- 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 LKL- 03/28/84 -221A -9- 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. LKL- 03/28/84 -221A -t0- (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. LKL- 04/11/84 -221A -11- 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. LKL- 04/11/84 -221A -12- 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 LKL- 03/28/84 -221A -13- 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. LKL- 03/26/84 -221A -14- 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." LKL- 03/26/84 -221A -15- 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. LKL- 03/26/84 -221A -16- 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 LKL- 03/26/84 -221A -17- 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/— LKL- 03/26/84 -221A -19-