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%
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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
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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
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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.
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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
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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.
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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
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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