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HomeMy Public PortalAboutRES 92/12RESOLUTION NO. 92 -12 A RESOLUTION AUTHORIZING THE ISSUANCE OF $835,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 1992 FOR THE PURPOSE OF REFUNDING ON DECEMBER 1, 1992 ALL OF THE TOWN'S GENERAL OBLIGATION BONDS DATED JUNE 1, 1984, THAT REMAIN OUTSTANDING; PRESCRIBING THE FORM, TERMS AND DETAILS OF SUCH BONDS; MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS; SPECIFYING THE USE OF THE PROCEEDS OF SUCH BONDS; AWARDING SUCH BONDS TO SUNBANK /SOUTH FLORIDA, NATIONAL ASSOCIATION BY NEGOTIATED SALE; DIRECTING THE LEVY OF THE AD VALOREM TAXES OF THE TOWN OF GULF STREAM TO THE REPAYMENT OF THE BONDS; DESIGNATING THE BONDS AS A "QUALIFIED TAX - EXEMPT OBLIGATION" WITHIN THE MEANING OF SECTION 265(b)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the TOWN OF GULF STREAM, FLORIDA (the "Issuer ") is authorized by the provisions of Chapter 166, Part II, Florida Statutes, Sections 132.33 through 132.47, Florida Statutes, and Article VIII, Section 2 and Article VII, Section 12 of the Florida Constitution to issue general obligation bonds and general obligation refunding bonds; and WHEREAS, in order to reduce the annual debt service payments on the Issuer's outstanding general obligation debt, the Town Commission has decided to refund the outstanding principal balance of the Issuer's General Obligation Bonds dated June 1, 1984 (the "Refunded Bonds "); and WHEREAS, the Issuer desires to authorize the issuance of its General Obligation Refunding Bonds, Series 1992 (the "Bonds ") in the aggregate principal amount of $835,000 to refund the Refunded Bonds; and WHEREAS, the ad valorem taxing power of the Issuer will be levied to provide for the payments due on the Bonds; and WHEREAS, the Issuer deems it is in its best financial interest that the Bonds be sold at negotiated sale; and WHEREAS, the Issuer does not reasonably anticipate issuing in excess of $10,000,000 in tax - exempt obligations in calendar year 1992. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COMMISSION OF THE TOWN OF GULF STREAM, FLORIDA: SECTION 1. DEFINITIONS: For the purposes of this Bond Resolution, the capitalized terms herein shall have the following respective meanings: "Bank" shall mean SunBank /South Florida, National Association, and its successors and assigns. "Bond Rate" shall mean the per annum rate of interest borne by the Bonds from time to time, as herein provided. "Bond Resolution" shall mean this resolution, authorizing the issuance of the Bonds. "Bonds" shall mean the Issuer's $835,000 General Obligation Refunding Bonds, Series 1992, authorized to be issued by the Bond Resolution. "Issuer" or "Town" shall mean the Town of Gulf Stream, a municipal corporation duly organized, existing and in good standing under the laws of the State of Florida. "Payment Date" shall mean the due date of any payment of principal of or interest on the Bonds. "Prime Rate" shall mean the per annum interest rate announced by Sun Banks, Inc., a Florida corporation ( "Sun Banks, Inc. ") from time to time as its "Prime Rate" (which interest rate is only a benchmark, is purely discretionary and is not necessarily the best or lowest interest rate charged borrowing customers of any subsidiary bank of Sun Banks, Inc.). In the event Sun Banks, Inc. ceases to announce its "Prime Rate ", "Prime Rate" shall mean a rate designated by the Bank which is, in the opinion of the Bank, substantially equivalent to the "Prime Rate" previously announced by Sun Banks, Inc. "Refunded Bonds" shall mean the outstanding principal balance as of the date of adoption hereof, of the Town's General Obligation Bonds dated June 1, 1984. SECTION 2. BORROWING OF FUNDS; DESCRIPTION OF OBLIGATION: The Town of Gulf Stream (the "Issuer "), is hereby authorized to borrow in aggregate the principal amount of EIGHT HUNDRED THIRTY -FIVE THOUSAND DOLLARS ($835,000.00) at an initial interest rate from the date of issuance through and including May 31, 1993, equal to 3.35% per annum and thereafter in accordance with the following schedule: Period (both dates inclusive) Interest Rate June 1, 1993 through May 31, 1994 4.00% June 1, 1994 through May 31, 1995 4.50% June 1, 1995 through May 31, 1996 5.00% June 1, 1996 through May 31, 1997 5.50% 2 The Bonds shall be dated the date of their issuance and shall be payable as to principal in accordance with the following schedule: Payment Date Principal Amount Due June 1, 1993 $155,351 June 1, 1994 172,814 June 1, 1995 177,192 June 1, 1996 183,518 June 1, 1997 146,125 Accrued interest shall be payable on the first day of each month, beginning January 1, 1993. The Bonds shall be issued under the terms and conditions contained in the form of Bond attached as Exhibit "A" hereto, which is made a part of and incorporated into this Bond Resolution by this reference. SECTION 3. AWARD OF BONDS: The Bonds are hereby awarded to and issued to SunBank /South Florida, National Association (the "Bank ") , shall be payable with respect to both principal and interest at the office of the Bank at 222 Lakeview Avenue, Suite 300, West Palm Beach, Florida 33401, shall be payable in lawful money of the United States of America, and shall bear interest from their date, payable in accordance with the Bonds. A record of all payment shall be kept in the office of the Town Clerk of the Town of Gulf Stream. SECTION 4. USE OF PROCEEDS: The proceeds of the Bonds shall be used by the Issuer to refund the Refunded Bonds on December 1, 1992. SECTION 5. 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 Issuer are irrevocably pledged. SECTION 6. LEVY AND APPLICATION OF AD VALOREM TAX: In each year while any of the 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 the principal of and interest on the Bonds 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. If for any reason whatsoever the ad valorem taxes levied by the Issuer are insufficient to make a payment due on the Bonds on any Payment Date, the Issuer shall levy such additional ad valorem tax as shall be necessary to make such payment, including interest 3 accrued thereon, as soon as possible, but in no event later than the next succeeding June 1. SECTION 7. BUDGET: The Issuer shall budget and appropriate such sums in the Town budget each year as are necessary to pay the principal of and interest on the Bonds becoming due in that year. SECTION S. LEGAL INVESTMENT: The Bonds shall be and are hereby constituted as a legal investment for any state, county, municipal or other public funds or for any bank, savings bank, trustees, executors, guardians, or any trust or fiduciary funds whatsoever. The Bonds shall also be and constitute a legal security which may be deposited by any bank or trust company for the security of state, county, municipal or other public funds. SECTION 9. BOND 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 Bond 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 benefit, protection and security of the legal holder of the Bonds. SECTION 10. EXECUTION OF BONDS: The Bonds shall be executed in the name of the Issuer by the Mayor or Vice Mayor of the Issuer and countersigned and attested by the Town Clerk or Deputy Clerk, and its corporate seal shall be affixed thereto. In case any officer whose signature shall appear on the Bonds shall cease to be such officer before the delivery of the Bonds, such signature shall nevertheless be valid and sufficient for all purposes the same as if he had remained in office until such delivery. The Bonds may be signed and sealed on behalf of the Issuer by such person who at the actual time of execution of the Bonds shall hold the proper office with the Issuer, although at the date of the Bonds such person may not have held such office or may not have been so authorized. SECTION 11. BONDS MUTILATED DESTROYED STOLEN OR LOST: In case any of the Bonds shall become mutilated, or be destroyed, stolen or lost, the Issuer 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, or in lieu of and substitution for the Bond destroyed, stolen or lost and upon the holder furnishing the Issuer proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the Issuer may prescribe and paying such expenses as the Issuer may incur. The Bond so surrendered shall be cancelled. If the Bond shall have finally matured or be about to finally mature, instead of issuing a substitute Bond, the Issuer may pay the same, upon being 4 indemnified as aforesaid, and if such Bond is lost, stolen or destroyed, without surrender thereof. SECTION 12. PROVISIONS FOR REDEMPTION. The Bonds may be prepaid at the option of the Issuer, without penalty, at any time during the term of the Bonds, in whole or in part, upon payment of the principal amount of the Bonds to be redeemed plus interest then due. The prepayment shall be payable at the office of the Bank, or any assignee or successor -in- interest thereto. SECTION 13. NEGOTIATED SALE: Because of the nature of the Bonds and the prevailing market conditions, the negotiated sale of the Bonds to the Bank in substantial accordance with the Bank's commitment letter to the Issuer dated October 23, 1992, as supplemented by letter dated October 28, 1992 (collectively, the "Commitment "), is hereby found to be in the best interests of the Issuer. Provided, however, that the provisions of this Bond Resolution shall control to the extent of any conflict with the Commitment. SECTION 14. ASSIGNABILITY: The Bonds may be assigned as to principal and interest by the Bank, or any assignee or successor - in- interest of the Bank. Such assignment shall only be effective, and the Issuer obligated to pay such assignee, upon written notice of assignment being provided to the Town Clerk at 100 Sea Road, Gulf Stream, Florida 33483; provided, however, the written notice of assignment must be received by the Town Clerk prior to a Payment Date in order to carry the right to receive the interest and principal payment due on such Payment Date. SECTION 15. FINDINGS RELATING TO THE REFUNDING OF THE REFUNDED BONDS: The Issuer makes the following findings: A. The Refunded Bonds were issued in 1984, and the full faith, credit and taxing power of the Issuer are pledged to the payment of the principal of and interest on the Refunded Bonds. B. It is in the best interest of the Issuer, its citizens and taxpayers to take advantage of the existing favorable market conditions and the prevailing low interest rates through the issuance of the Bonds in order to provide funds to refund the Refunded Bonds. C. The amount of money required to refund the Refunded Bonds is $874,336.25 which amount will be used to pay the outstanding principal balance on the Refunded Bonds of $805,000, a redemption premium of $24,150, accrued interest of $39,336.25 and costs of issuance of approximately $5,850. $835,000 of such moneys will be provided from the proceeds of the Bonds, with the balance of $39,336.25 to be applied from the sinking fund established for the Refunded Bonds. 5 D. The Bonds have a lower net average interest cost rate than the net average interest cost rate of the Refunded Bonds, and the rate of interest borne by the Bonds does not exceed the maximum interest rate established pursuant to the terms of Section 215.84, Florida Statutes. The present value of the total debt service savings anticipated to accrue to the Issuer from the issuance of the Bonds, calculated in accordance with Section 132.35(2)(a), Florida Statutes, is $86,209.71. E. The principal amount of the Bonds shall not exceed an amount sufficient to pay the sum of the principal amount of the Refunded Bonds that are outstanding on the date of issuance of the Bonds, the aggregate amount of unmatured interest payable on the Refunded Bonds to and including December 1, 1992, the date that the Refunded Bonds are to be called for redemption, the applicable redemption premiums related to the Refunded Bonds that are to be called for redemption, and the costs and expenses incidental to the issuance of the Bonds, all in accordance with Section 132.35, Florida Statutes. F. The first installment of principal of the Bonds shall be due not later than the first stated maturity of the Refunded Bonds occurring after the issuance of the Bonds. G. The Bonds shall not be issued until such time as the chief financial officer or Mayor of the Issuer shall have filed the certificate required by Section 132.39, Florida Statutes, with the Town Commission. SECTION 16. DIRECTION TO BOND REGISTRAR FOR REFUNDED BONDS: Sun Bank, National Association, the Registrar for the Refunded Bonds, is hereby irrevocably directed to call the Refunded Bonds for redemption on December 1, 1992 in accordance with Section 10 of Resolution $#84 -4, which authorized the issuance of the Refunded Bonds. SECTION 17. IMPAIRMENT OF CONTRACT: The Issuer does hereby covenant with the holders of the Bonds that it will not, without the written consent of the Bank, enact any ordinance or resolution which repeals, impairs or amends in any manner any rights of such holders or the security of the funds which may be pledged to the payment of the principal of and interest on the Bonds issued pursuant to the provisions of this Bond Resolution, except as provided herein. SECTION 18. INSTRUMENTS OF FURTHER ASSURANCE: The officers, employees and agents of the Issuer are hereby authorized and directed to do all acts and things required therein by the provisions of the Bonds authorized by this Bond Resolution, and for the full, punctual and complete performance of all the terms, covenants, provisions and agreements of the Bonds. C: SECTION 19. PROVISION OF FINANCIAL INFORMATION: The Issuer shall provide the Bank with a copy of its annually audited financial statements within ten (10) days of such statements being prepared, but in no event later than one hundred twenty (120) days after the end of the preceding fiscal year of the Issuer. The Issuer shall also provide the Bank with such other financial information as the Bank may reasonably require. SECTION 20. BANK QUALIFIED ISSUE: The Issuer hereby designates the Bonds to be a "qualified tax - exempt obligation" within the meaning of Section 265(b) of the Internal Revenue Code of 1986, as amended (the "Code "). SECTION 21. NO ARBITRAGE BONDS. The Issuer shall be responsible for and shall take any and all action necessary to keep the Bonds from being or becoming "arbitrage bonds" under the provisions of Section 148 of the Code. Additionally, the Issuer shall comply with any and all arbitrage rebate requirements contained in Section 148 of the Code. SECTION 22. SEVERABILITY OF INVALID PROVISIONS; CONFLICTS: If any one or more of the covenants, agreements or provisions of law contained herein 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 effect the validity of any of the other provisions hereof or of the obligation of the Issuer to make the payments required hereunder. All other resolutions or parts of resolutions in conflict or inconsistent herewith are hereby repealed. SECTION 23. EFFECTIVE DATE. This Bond Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED by the Town Commission of the Town of Gulf Stream, Florida, this 13th day of November, 1992. ATTEST: /?is / Town Clerk (Seal) TOWN OF GULF STREAM, FLORIDA By: / mayor Vide Ma or Coo.... Commissioner 7 al'uxi*w Commissioner ommissioner EXHIBIT nAo UNITED STATES OF AMERICA STATE OF FLORIDA TOWN OF GULF STREAM GENERAL OBLIGATION REFUNDING BOND, SERIES 1992 December 1, 1992 $835,000.00 THE TOWN OF GULF STREAM, a municipal corporation organized and existing under the laws of the State of Florida (the "Issuer ") , for value received, hereby promises to pay, but only from the sources and in the manner specified herein, SUNBANK /SOUTH FLORIDA, NATIONAL ASSOCIATION, West Palm Beach, Florida (the "Bank "), or to the assignee or successor -in- interest of the Bank as herein provided, the principal sum of EIGHT HUNDRED THIRTY - FIVE THOUSAND AND N01100 DOLLARS ($835,000.00) and in like manner to pay interest on the principal amount hereof remaining unpaid from time to time from the dated date hereof at a rate of Three and Thirty -five Hundredths percent (3.35 %) per annum through and including May 31, 19931 and thereafter in accordance with the following schedule (the "Bond Rate "), except as hereinafter provided: Period (both dates inclusive) Interest Rate June 1, 1993 through May 31, 1994 4.00% June 1, 1994 through May 31, 1995 4.50% June 1, 1995 through May 31, 1996 5.00% June 1, 1996 through May 31, 1997 5.50% Interest shall be calculated on the basis of a thirty (30) day month and a three hundred sixty (360) day year. This Bond is a general obligation of the Issuer. The Issuer has pledged its ad valorem tax revenues for the payment of this Bond to the full extent permitted by the Constitution and laws of the State of Florida. Principal payments will be due on the Bonds in accordance with the following schedule: Pavment Date Principal Amount Due June 1, 1993 $155,351 June 1, 1994 172,814 June 1, 1995 177,192 June 1, 1996 183,518 June 1, 1997 146,125 Accrued interest on this Bond will be due on the first day of each month beginning January 1, 1993. Each date when principal and /or interest on this Bond is due is a "Payment Date." If any of such Payment Dates shall fall on a Saturday, Sunday or day which is a legal holiday in Palm Beach County, Florida, the payment due on such date shall be due on the next succeeding day which is not a Saturday, Sunday or day which is a legal holiday in Palm Beach County, Florida. For purposes of this Bond, "Prime Rate" shall mean the per annum interest rate announced by Sun Banks, Inc., a Florida Corporation ( "Sun Banks, Inc. "), from time to time, as its "Prime Rate ") (which interest rate is only a benchmark, is purely discretionary and is not necessarily the best or lowest interest rate charged borrowing customers of any subsidiary bank of Sun Banks, Inc.). In the event Sun Banks, Inc., ceases to announce its "Prime Rate ", "Prime Rate" shall mean a rate designated by the Bank which is, in the opinion of the Bank, substantially equivalent to the "Prime Rate" previously announced by Sun Banks, Inc. Additionally, the Bond Rate shall be subject to adjustment, as set forth below: As used in this Bond, (1) "Code" means the Internal Revenue Code of 1986, as amended; (2) "Maximum Corporate Tax Rate" means the maximum corporate income tax rate established in Section 11 of the Code; (3) "Fully Taxable Equivalent" means the Prime Rate expressed as a number and not as a percentage (for example, if the "Prime Rate" is nine percent (9 %), the Fully Taxable Equivalent is nine (9)); (4) "TEFRA Adjustment" means an adjustment equal to the product of the following: Cost of Funds (as defined below) multiplied by the Maximum Corporate Tax Rate multiplied by the Preference Reduction Rate (as defined below); (5) "Cost of Funds" means one hundred (100) multiplied by a fraction, the numerator of which is equal to the total interest expense of SunTrust Banks, Inc., for the immediately preceding tax year and the denominator of which is equal to the average total assets of SunTrust Banks, Inc., for the immediately preceding tax year, as each are reflected in the year -end financial statements for SunTrust Banks, Inc., but at no time will be determined to exceed the cost of Fed Funds; and F (6) "Preference Reduction Rate" means the percentage reduction to be applied to the amount allowable as a deduction under Chapter I of the Code with respect to any financial institution preference item (as such term is defined in Section 291(e) of the Code). The Issuer has designated this Bond as a "qualified tax - exempt obligation" within the meaning of Section 265(b)(3) of the Code. If this Bond is not a qualified tax - exempt obligation under the Code the Preference Reduction Rate shall increase from twenty percent (20 %) to one hundred percent (100 %). If the Maximum Corporate Tax rate changes from thirty -four percent (34 %), or if this Bond ceases to be a qualified tax - exempt obligation within the meaning of Section 265(b)(3) of the Code, or if the Preference Reduction Rate changes from twenty percent (200), the Bond Rate shall be adjusted to the product obtained by multiplying the Bond Rate by a fraction, the numerator of which is equal to the product of the Fully Taxable Equivalent of the variable interest rate multiplied by one (1) minus the Maximum Corporate Tax Rate in effect as of the date of adjustment, plus the TEFRA Adjustment in effect as of the date of adjustment, and the denominator of which is equal to the product of the Fully Taxable Equivalent of the variable interest rate multiplied by one (1) minus the Maximum Corporate Tax Rate in effect as of the date of this Bond, plus the TEFRA Adjustment in effect as of the date of this Bond. The Bond Rate shall be adjusted automatically as of the effective date of each change in the Maximum Corporate Tax Rate or in the Preference Reduction Rate based upon the foregoing calculations; provided, however, if this Bond is not a qualified tax - exempt obligation within the meaning of Section 265(b)(3) of the Code on the date of its execution, or if this Bond at any time subsequent to execution no longer qualifies as such a qualified tax - exempt obligation, then the Preference Reduction Rate shall be adjusted to one hundred percent (100 %) as of the date of execution of this Bond or as of such subsequent date, as the case may be, and any additional interest due as a result of such adjustment shall be paid on the Payment Date next succeeding the date the Bank was advised that this Bond was not such a qualified tax - exempt obligation. If for any reason the interest on this Bond becomes includable in the gross income of the Bank for Federal income tax purposes for reasons which the Issuer could have avoided (an "Event of Taxability "), the interest rate on this Bond shall be revised to a rate equal to the Prime Rate adjusted daily on the date changes in the Prime Rate are announced, effective from the earliest date as of which the interest on this Bond was included in the gross income of the Bank for Federal income tax purposes. In addition 01 to the foregoing, the Issuer shall pay any additions to tax, penalties and interest, and any arrears in interest imposed upon the Bank on account of an Event of Taxability. All such additional interest, additions to tax and penalties shall be paid on the Payment Date next succeeding the date the Bank was advised of such Event of Taxability. A certificate of the Bank as to any such additional amount or amounts, in the absence of manifest error, shall be final and conclusive. In determining such amount, the Bank may use any reasonable averaging and attribution methods. Any payment of principal of and interest hereon not paid when due shall bear interest from the due date until paid at the Prime Rate. Provided, however, that notwithstanding any of the adjustments in the Bond Rate described above, the Bond Rate shall not be increased such that the Bonds no longer comply with the provisions of Section 132.35(2), Florida Statutes, and Article VII, Section 12(b) of the Constitution of the State of Florida. This Bond represents the entire issue of bonds of the Issuer designated as "Town of Gulf Stream, Florida, General Obligation Refunding Bonds, Series 1992 ", issued in the aggregate principal amount of $835,000.00 under and pursuant to the Constitution and laws of the State of Florida, particularly Chapter 166, Part II, Florida Statutes, Section 132.33 through 132.47, Florida Statutes, and Article VIII, Section 2 and Article VII, Section 12 of the Constitution of the State of Florida, and a resolution of the Issuer adopted on November 13, 1992 (the "Bond Resolution ") . This Bond is issued for the purpose of, and the proceeds will be used to, refund the outstanding principal balance of the Issuer's General Obligation Bonds dated June 1, 1984 (the "Refunded Bonds "). A copy of the Bond Resolution is on file at the office of the Town Clerk of the Issuer and reference is made to the Bond Resolution for a more complete description of, among other things, the terms and security for this Bond, the rights and remedies of the holders of this Bond and the rights, duties and obligations of the Issuer. The principal of, interest on and any other payments due hereunder shall be payable in any coin or currency of the United States of America which, at the time of payment, is legal tender for the payment of public and private debts and shall be made by bank wire, bank transfer, check or draft to the holder hereof at 222 Lakeview Avenue, Suite 300, West Palm Beach, Florida 33401 or such other address as the Bank or its assigns provides to the Town Clerk in writing. This Bond is and shall have all the qualities and incidents of a negotiable instrument under the laws of the State of Florida. 4 This Bond shall be subject to prepayment in whole or in part at any time prior to maturity, without premium or penalty, upon payment in each case of an amount equal to the principal amount of this Bond to be prepaid, together with interest accrued on such principal amount to such date. In the event of any partial prepayment of this Bond, each partial payment shall be applied first to accrued interest hereon, and then to the principal installments next coming due in chronological order, and shall be noted hereon. If the Issuer (i) fails to pay any installment of principal of or interest on this Bond within thirty (30) days of when due, (ii) defaults in the payment of principal of or interest on any other obligation of the Issuer, or (iii) if an Event of Bankruptcy (as defined below) shall have occurred, then an event of default shall be deemed to have occurred, and all unpaid principal hereof and accrued interest hereon shall thereupon or thereafter, at the option of the Bank, with written notice of demand to the Town Clerk of the Issuer, become immediately due and payable. An "Event of Bankruptcy" shall mean the dissolution or liquidation of the Issuer, or the filing by the Issuer of a voluntary petition in bankruptcy, or the commission by the Issuer of any act of bankruptcy, or adjudication of the Issuer as a bankrupt, or assignment by the Issuer for the benefit of its creditors, or appointment of a receiver for the Issuer, or the entry by the Issuer into an agreement of composition with its creditors, or the approval by a court of competent jurisdiction or a petition applicable to the Issuer in any proceeding for its reorganization instituted under the provisions of the Federal Bankruptcy Act, as amended, or under any similar act in any jurisdiction which may now be in effect or hereafter enacted. If an event of default occurs, the Issuer agrees to pay costs and a reasonable attorney's fee at the trial and appellate levels in the event legal action to enforce payment of this Bond is instituted against the Issuer. BANK AND ISSUER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS BOND, THE BOND RESOLUTION AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) , OR ACTIONS OF EITHER PARTY. No covenant or agreement contained in this Bond or the Bond Resolution shall be deemed to be a covenant or agreement of any officer, member or employee of the Issuer in his or her individual capacity, and no such officer, member or employee shall be liable 5 personally on this Bond or be subject to any personal liability or accountability by reason of the issuance of this Bond. It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed precedent to and in connection with the issuance of this Bond, exist, have happened and have been performed in regular and due form and time as required by the Laws and Constitution of the State of Florida applicable thereto, and that the issuance of this Bond does not violate any constitutional or statutory limitations or provisions. IN WITNESS WHEREOF, the Issuer has issued this Bond and caused this Bond to be signed in its name and on its behalf by the manual signature of its Mayor and its seal impressed hereon and attested by the manual signature of the Town Clerk, as of the 1st day of December, 1992. TOWN OF GULF STREAM, FLORIDA [SEAL] By: ATTEST' ayor 7/1 A %1� own Clerk - ' V ' C. FORM OF ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond in the books kept by the Issuer for the registration thereof, with full power of substitution in the premises. Dated: SOCIAL SECURITY NUMBER OR FEDERAL IDENTIFICATION NUMBER OF ASSIGNEE 7 NOTICE: The signature of this assignment must correspond with the name as it appears upon the within Bond in every particular, without enlargement or alteration or any change whatever. Date of Entry SCHEDULE OF PREPAYMENTS Unpaid Amount of Principal Principal Authorized Prepayment Balance Signature