HomeMy WebLinkAboutCity of Tamarac Resolution R-92-075B
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CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-92- 76
RESOLUTION AUTHORIZING THE ISSUANCE OF GENERAL
OBLIGATION BONDS OF THE CITY OF TAMARAC IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$8,000,000 FOR THE PURPOSE OF PROVIDING FUNDS
TO REFUND THE CITY'S GENERAL OBLIGATION BONDS,
SERIES 1986 AND SERIES 1987; PROVIDING THAT
SUCH GENERAL OBLIGATION SHALL BE PAYABLE FROM
AD VALOREM TAXES AND ANY OTHER LEGALLY
AVAILABLE FUNDS OF THE CITY; PROVIDING FOR THE
CREATION OF CERTAIN SPECIAL FUNDS AND
ACCOUNTS; PROVIDING FOR THE FORM OF SUCH
BONDS; SETTING FORTH RIGHTS AND REMEDIES OF
OWNERS OF SUCH BONDS; AUTHORIZING SALE OF
BONDS BY NEGOTIATION; PROVIDING SEVERABILITY;
PROVIDING AN EFFECTIVE DZ6TE.
WHEREAS, under the authority granted by the Constitution of the
State of Florida, Chapters 132 and 136, Florida Statutes, the
City's Charter and other applicable provisions of law, the City of
Tamarac (the "City") is authorized to borrow money and issue
general obligation bonds from time to time on behalf of the City
and its citizens to finance the cost of refunding outstanding
general obligation bonds of the City and pledge the full faith and
credit of the City to the payment of the principal and interest on
such general obligation bonds; and
WHEREAS, the City Council (the "Council") of the City has
determined and does hereby determine that it is in the best
interest of the City and its Citizens to refund either one or both
of its $5,520,000 General Obligation Bonds, Series 1986 (the
"Series 1986 Bonds") and its $2,480,000 General Obligation Bonds,
Series 1987 (the "Series 1987 Bonds") in order to realize a
substantial interest cost savings to the City; and
WHEREAS, the Council has determined to provide initially for the
issuance at one time or in series from time to time of not
exceeding $8, 000, 000 of General Obligation Bonds of the City (the
"Bonds") to pay the costs of refunding either the Series 1986
Bonds or the Series 1987 Bonds or both and to pay the costs of
issuing the Bonds and to pledge to the payment of the principal
of, premium, if any, and interest on said Bonds, ad valorem taxes
of the City collected for such purpose; and
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WHEREAS, the Council hereby determines that prior to the
issuance of the Bonds it will adopt a resolution setting forth the
details of the Bonds and the requirements of Section 132.36,
Florida Statutes; and
WHEREAS, the Council has determined that it is in the best
interest of the City to sell the Bonds through a negotiated sale;
and
WHEREAS, the Council wishes to set forth the terms on which the
Bonds shall be issued.
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF
TAMARAC, FLORIDA:
ARTICLE I
DEFINITIONS
In addition to words
and terms elsewhere defined in this Resolution, the following
words and terms as used in this Resolution shall have the
following meanings, unless some other meaning is plainly intended:
"Act" shall mean the Charter of the City of Tamarac, Florida,
and Chapters 132 and 166, Florida Statutes, as amended and
supplemented, and other applicable provisions of law.
"Amortization Requirements" shall mean, for any Bond Year with
respect to Term Bonds, the respective amounts which are required
to be deposited to the credit of the Redemption Account in each
Bond Year for redeeming and paying at maturity such Term Bonds as
determined by the Council in a resolution adopted prior to the
issuance of such Term Bonds.
The Amortization Requirements for the Term Bonds shall begin in
the Bond Year determined by the Council for such Series and shall
end no later than the Bond Year immediately preceding the Bond
Year in which such Term Bonds are stated to mature. If during any
Bond Year the total principal amount of Term Bonds retired by
purchase or redemption or called for redemption under the
provisions of Article III of this Resolution shall be in excess of
the Amortization Requirements for the Term Bonds for such Bond
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Year, then
at the close
of
such Bond Year the
amount of
the
Amortization
Requirements
for
the Term Bonds shall
be reduced
for
any subsequent Bond Year or Bond Years in amounts aggregating the
amount of such excess, as shall be determined by the Finance
Director.
"Authorized Officer of the City" shall mean either the Mayor or
the City Attorney together with the Finance Director.
"Bondholder", "Holder", "Holder of Bonds" or "Owner" or any
similar term, shall mean any person, who shall be the registered
owner of any Outstanding Bond or Bonds.
"Bond Insurance Policy" shall mean an insurance policy issued
for the benefit of the Holders of any Bonds, pursuant to which the
issuer of such insurance policy shall be obligated to pay when due
the principal of and interest on such Bonds to the extent of any
deficiency in the amounts in the funds and accounts held under
this Resolution, in the manner and in accordance with the terms
provided in such Bond Insurance Policy.
"Bond Registrar" shall mean any bank or trust company, either
within or outside the State of Florida, or any successor bank or
trust company, designated as such by the City in a subsequent
resolution of the City prior to the issuance of the Bonds, which
shall perform such functions required of the Bond Registrar by
Article II of this Resolution.
"Bonds" shall mean the Bonds authorized to be issued pursuant to
Article II of this Resolution, together with any additional parity
Bonds hereafter issued pursuant to this Resolution.
"Bond Year" shall mean the twelve-month period designated by the
City in a resolution adopted prior to the issuance of the Bonds.
"Charter" shall mean the Charter for the City.
"City" shall mean the City of Tamarac, Florida.
"City Attorney" shall mean the chief counsel to the City under
the Charter.
"Code" shall mean the Internal Revenue Code of 1986, as amended,
including the rules and regulations promulgated thereon.
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specified in the irrevocable instructions referred to i
subclause (y) of this clause (b), as appropriate, and an
certificates or any other evidences of any ownershi
interest in obligations or specified portions thereo
(which may consist of specified portions of the interes
thereon) of the character described in this clause (b).
"Escrow Agent" shall mean the bank or trust company designat
by the Council in a resolution adopted prior to the issuance o
the Bonds which shall hold certain proceeds of the Bonds pursuan
to the terms of an Escrow Deposit Agreement.
"Escrow Deposit Agreement" shall mean that certain Escr
Deposit Agreement to be approved in substantially final form
the Council in a resolution adopted prior to the issuance of t
Bonds pursuant to which the City shall deposit with the Escr
Agent sufficient funds to defease the Series 1986 Bonds and/or t
Series 1987 Bonds.
"Finance Director" or "Director" shall mean the Director of the
City's Finance Department or the officer or officers succeeding to
its principal functions.
"Fiscal Year" shall mean that period commencing on October 1 a
continuing to and including the next succeeding September 30, or
such other annual period as may be prescribed by law.
"General Fund" shall mean the general operating fund of the City
to which is deposited the general revenues of the City including
its ad valorem tax revenues.
"Interest Payment Date" shall mean for each Series of Bonds such
dates of each Fiscal Year on which interest on the Bonds is
payable on any Bonds that are Outstanding, as set forth in a
resolution by the Council adopted prior to the issuance of such
Series of Bonds.
"Insurance Policy" shall mean any municipal insurance policy
issued by an Insurer to insure the payment of the principal of and
interest on any of the Bonds issued by the City pursuant to this
Resolution.
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"Insurer" shall mean an insurance company or its successors o
assigns designated by the Council in a resolution adopted prior t
the issuance of any series of bonds.
"Investment Obligations" shall mean obligations in which th
City invests revenues held in its General Fund in accordance wit
the laws of the State of Florida affecting municipal investment
and the policy of the City as amended from time to time.
"Letter of Instructions" means that certain letter containin
instructions pursuant to Section 149 of the Code prepared by Bon
Counsel and addressed to the City with regard to the investment o
funds.
"Outstanding" and "Bonds Outstanding" shall mean, as of any dat
of determination, all Bonds authenticated and delivered except:
(a) Bonds cancelled or surrendered to the Registrar fo
cancellation on or prior to such date;
(b) Bonds (or portions of Bonds) for the payment of whic
monies shall have been deposited with the Paying Agent in
an amount equal to the principal amount and interest due on
the Bonds to maturity;
(c) Bonds otherwise deemed to be paid as provided in Article
III of this Resolution; and
(d) Bonds in lieu of which other Bonds shall have been
authenticated and delivered pursuant to Article II of this
Resolution.
"Paying Agent" shall mean any bank or trust company either
within or without the State of Florida or any successor bank or
trust company designated as such by resolution by the City prior
to the issuance of the Bonds.
"Principal and Interest Requirements" shall mean the principal
and interest due in each Bond Year as determined in a subsequent
resolution adopted before the issuance of the Bonds by the
Council.
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"Serial Bonds" shall mean the bonds of an issue which shall
stated to mature in annual or semi-annual installments s
designated by the Council in a resolution adopted prior to
issuance of the Bonds.
"Series" shall mean all of the Bonds authenticated an
designated as a separate series of Bonds pursuant to this
Resolution or any supplemental resolution authorizing such Bonds,
including any subsequent Bonds authenticated and delivered in lieu
of or in substitution for such Bonds pursuant to Article II
hereof, regardless of variations in maturity, interest rate or
other provisions.
"State" shall mean the State of Florida.
"Term Bonds" shall mean the Bonds of any Series which shall be
stated to mature on one date and are subject to Amortization
Requirements.
"U.S. Obligations" shall mean direct obligations of, or
obligations fully guaranteed by, the United States of America.
Section JQ2. Construction of Words- Words of the masculine
gender shall be deemed and construed to include correlative words
of the feminine and neuter genders. The words "Bond," "coupon,"
"owner" and "holder" shall include the plural as well as the
singular number unless the context shall otherwise indicate.
Section 103, Findings. It is hereby ascertained, determined and
declared that:
(a.) The recitals in the clauses preceding Article I hereof
are incorporated herein by reference as part of this
Resolution.
(b.) The City has determined and hereby determines that it is
in the best interest of the City to obtain funds by the
issuance of the Bonds, in the manner provided in this
Resolution, in order to finance the cost of refunding
either the Series 1986 Bonds or the Series 1987 Bonds or
both and to pay the cost of issuance associated with they
issuance of the Bonds.
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(c.) The City hereby pledges its full faith, credit and
taxing power for the prompt payment of the principal of
redemption premium, if any, and interest on the Bonds a
such payments become due.
ARTICLE II
FORM, EXECUTION, DELIVERY
AND REGISTRATION OF BONDS
Section 2Q1. Issuance of -Bonds, For the purpose of providing
funds to refund either the Series 1986 Bonds or the Series 1987
Bonds or both, the City may issue bonds pursuant to this
Resolution in an aggregate principal amount not exceeding Eight
Million Dollars ($8,000,000), subject to the conditions set forth
in Section 206 of this Article. The principal of, premium, if any,
and the interest on all such Bonds shall be payable from ad
valorem taxes collected for such purpose and on deposit in the
General Fund of the City and from any other legally available
funds of the City. The City shall levy and collect annually an ad
valorem tax upon all taxable property in the City, over and above
all other taxes authorized to be levied in the City, sufficient to
pay such principal, redemption premium, if any, and interest on
the Bonds as such amounts become due and payable. Bonds issued
pursuant to this Resolution shall be on a parity with all other
outstanding general obligations of the City issued from time to
time by the City whether issued pursuant to the Resolution or
otherwise.
Section 202. Detailq and Payment of Bonds. The Bonds of each
Series issued under the provisions of this Resolution shall be in
denominations of Five Thousand Dollars ($5,000) each or anv
integral multiple thereof, shall bear interest from their date
until their payment at a rate or rates not exceeding the maximum
rate then permitted by law, payable on such dates in each Bond
Year (from the interest payment date next preceding the date on
which a Bond is authenticated unless it is authenticated on an
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interest payment date, in which event it shall bear interest fro
such date, or such Bond is authenticated prior to the firs
interest payment date of the Bonds, in which event it shall bea
interest from its date), shall be dated, shall be stated to matur
in annual installments and shall be subject to redemption prior t
their respective maturities, all as hereinafter provided o
authorized or shall be determined by the Council in a resolutio
adopted prior to the issuance of any Bonds authorized by thi
Article 11. The Bonds of each Series issued under the provision
of Sections 206 of this Article shall be designated "City o
Tamarac General Obligation Bonds, Series" inserting a
appropriate identifying series letter, number or year, an
including such other characteristics as may be provided by th
Council in a resolution adopted prior to the issuance of th
Bonds.
The principal of, redemption premium, if any, and interest o
the Bonds shall be payable in any coin or currency of the Unite
States of America which, at the respective dates of payment
thereof, is legal tender for the payment of public and private
debts. Payment of interest on the Bonds to the maturity thereof on
any interest payment date shall be made to the person appearing on
the Bond registration books of the City maintained by the Bond
Registrar hereinafter provided for as the registered owner thereof
on the date fifteen (15) days next preceding an interest payment
date, such interest to be paid by check or draft mailed by the
Trustee to the registered owner at his address as it appears on
such registration books. The principal of any Bond shall be
payable upon the presentation and surrender thereof as the same
falls due at the principal office of the Paying Agent designated
for the Bonds.
The Bonds issued hereunder may be Serial Bonds or Term Bonds and
may be Variable Rate Bonds, or Capital Appreciation, as determined
by the Council in a resolution adopted prior to the issuance of
the Bonds.
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signed by, or bear the facsimile signature of, the Mayor or Vic
Mayor of the City and shall be signed by, or bear the facsimil
signature of, the Clerk or any Deputy Clerk of the Council, and
facsimile of the official seal of the Council shall be imprinte
on the Bonds; provided, however, that, if required by law, eac
Bond shall be manually signed by at least one of said officers.
In case any officer whose signature or a facsimile of whos
signature shall appear on any Bonds shall cease to be such office
before the delivery of such Bonds, such signature or suc
facsimile shall nevertheless be valid and sufficient for all
purposes the same as if he or she had remained in office until
such delivery, and also any Bond may bear the facsimile signature
of, or may be signed by, such persons as at the actual time of the
execution of such Bond shall be the proper officers to execute
such Bond although at the date of such Bond such persons may not
have been such officers.
The Bonds shall be issued in fully registered form only. The
Bonds, issued under the provisions of Section 206 of this Article,
the certificate of authentication, the certificate of transfer and
the provisions for registration to be endorsed on the Bonds, shall
be, respectively, substantially in the form attached hereto as
Exhibit "A", with such appropriate variations, omissions and
insertions as may be required or permitted by the Council in
this Resolution or subsequent resolution adopted prior to the
issuance of the Bonds.
A subsequent resolution of the Council may provide that the
Bonds be in some different form if so determined by the Council;
in particular if the Council shall determine, based upon advice of
Bond Counsel, that interest on any series of Bonds will not be
subject to federal income taxation if such Bonds are issued in
coupon form, then such subsequent resolution may prescribe a
suitable form of coupon bond for such purpose. Any such subsequent
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resolution authorizing coupon bonds shall prescribe the form o
such coupon bonds and the coupons appertaining thereto, th
denomination of such coupon bonds, the manner in which such coupo
bonds shall be numbered, their manner and place of payment an
such other provisions and details as are customarily applicabl
with respect to bonds issued in coupon form.
cause books for the registration and for the transfer of the Bo
to be kept by the Bond Registrar. Any Bond shall be transferre
only upon an assignment duly executed by the registered owner o
his attorney or legal representative in such form as shall b
satisfactory to the Bond Registrar, the registration of suc
transfer to be made on such books and endorsed on the Bond by th
Bond Registrar. The principal of all Bonds shall be payable only
to or upon the order of the registered owner or his legal
representative. Bonds shall not be registered to bearer but may be
registered in book -entry form in accordance with the provisions of
a resolution adopted by the Council prior to the issuance of the
Bonds. Bonds may be exchanged for a like aggregate principal
amount of Bonds, interest rate and maturity. The City shall
execute and deliver, and the Bond Registrar shall authenticate
such Bonds which the Registered Owner making the exchange is
entitled to receive.
No charge shall be made to any Bondholder for the privilege of
registration and transfer hereinabove granted, but any Bondholder
requesting any such registration or transfer shall pay any tax or
other governmental charge required to be paid with respect
thereto. The Bond Registrar shall not be required to transfer any
Bond during the period of fifteen (15) days next preceding any
interest payment date of such Bond or after such Bond has been
selected for redemption or has matured. In the event that coupon
bonds are issued pursuant to the provisions of Section 203 hereof,
the resolution authorizing such an issuance may provide additional
or different privileges of transferability, exchange, conversion
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and reconversion.
Each Bond delivered pursuant to any provision of this Resolutio
in exchange or substitution for, or upon the transfer of the whol
or any part of one or more other Bonds, shall carry all of th
rights to interest accrued and unpaid that were carried by th
whole or such part, as the case may be, of such one or more othe
Bonds, and, notwithstanding anything contained in this Resolution
such Bonds shall be so dated or bear such notation, that neithe
gain nor loss in interest shall result from any such exchange
substitution or transfer.
Section 205. Ownership of Bands_ The City, the Paying Agents
the Bond Registrar shall deem and treat the person in whose nag
any Bond shall be registered on the books maintained pursuant t
Section 204 as the absolute owner of such Bond, whether such Bo
shall be overdue or not, for the purpose of receiving payment
thereof and for all other purposes whatsoever, and neither the
City, the Paying Agents nor the Bond Registrar shall be affected
by any notice to the contrary. All such payments shall be valid
and effectual to satisfy and discharge the liability upon such
Bond to the extent of the sum or sums so paid.
Ap-olicatiQ,U of Bond Proceeds, There shall be issued under and
secured by this Resolution, at one time or from time to time, in
one or more series, in accordance with this section, General
Obligation Bonds in an aggregate principal amount not exceeding
Eight Million Dollars ($8,000,000) for the purpose of refunding
the Outstanding Bonds, provided that the City may elect to refund
the Series 1986 Bonds only as determined by the Council in a
resolution adopted prior to the issuance of the Bonds.
Said Bonds shall be dated as of such date, shall be numbered and
lettered as to each Series and shall be stated to mature in a year
or years not more than forty (40) years from the date of the Bonds
and in the amounts established by the Council by resolution prior
to the issuance of the Bonds. The Bonds shall bear interest, shall
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have such redemption provisions and Amortization Requirements, i
any, and shall have such Paying Agent all as shall be determine
by the Council in a resolution or resolutions adopted prior to t
issuance of the Bonds.
Such resolution or resolutions of the Council may provide tha
the interest rate on the Bonds and the duration of the period
during which such interest accrues may from time to time b
adjusted (provided that the Bond interest rate shall never excee
the maximum interest rate permitted by law) and that the Bonds ma
be purchased upon the demand of the owners thereof, and suc
provisions may include, without limitation, the creation of
objective standards for such adjustments, the appointment of
agents to apply such standards to the Bonds, the criteria for such
purchases upon demand and the procurement of liquidity and credit
support facilities with respect to the Bonds.
Each of the Bonds shall be executed substantially in the fo
and manner hereinabove set forth, and shall be deposited with the
Bond Registrar for authentication and delivery, but prior to or
simultaneously with the delivery of said Bonds or any Series
thereof, there shall be filed with the Clerk the following:
(a) a copy, certified by the Clerk, of this Resolution;
(b) a copy, certified by the Clerk, of the resolution of the
Council, awarding said Bonds, specifying the interest rate
and interest payment dates of each such Bond and directing
the delivery of said Bonds to or upon the order of the
purchasers therein named upon payment of the purchase price
therein set forth, designating the Bond Registrar and the
Paying Agent, fixing the Series designation and date,
fixing the years and amounts in which said Bonds will
mature, fixing the Amortization Requirements of any Term
Bonds, fixing the times and prices at which said Bonds are
to be subject to redemption, and providing for any bond
insurance policy, surety bond, letter of credit or any
other liquidity or credit support facility, if any,
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relating to the Bonds;
(c) a certificate, signed by the Finance Director, sett
forth the Principal and Interest Requirements for each Bon
Year thereafter on account of the Bonds then requested t
be delivered;
(d) the executed bond insurance bond, letter of credit or othe
liquidity facility or credit support facility, if any
relating to the Bonds;
(e) an opinion of the City Attorney to the effect that th
issuance of said Bonds has been duly authorized, that th
Bonds are valid, and that all legal conditions precedent
the delivery of said Bonds have been fulfilled;
(f) an opinion of Bond Counsel to the effect that the issuan
of said Bonds has been duly authorized, that all legs
conditions precedent to the delivery of such Bonds ha
been fulfilled, that the Bonds are valid and bindin
obligations of the City in accordance with their terms an
that the interest on the Bonds will be excluded from gros
income for federal income tax purposes.
When the documents mentioned in clauses (a) to (f), inclusive,
of this Section shall have been filed with the City Clerk and when
said Bonds or the Series thereof shall have been executed and
authenticated as required by this Resolution, the Finance Director
shall deliver said Bonds or the Series thereof then to be issued,
at one time, to or upon the order of the purchasers named in the
resolution mentioned in clause (b) of this Section, but only upon
payment to the City of the purchase price of said Bonds. The
Finance Director shall be entitled to rely upon such resolution as
to the names of the purchasers, the interest rate of each said
Bonds and the amount of such purchase price.
Simultaneously with the delivery of the Bonds, the Finance
Director shall apply the proceeds of the Bonds as follows:
1. deposit to the credit of the Bond Service Account, the
accrued interest, if any, and any premium received;
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2. deposit with the Escrow Agent the balance of such procee
to be used to refund either the Series 1986 Bonds or t
Series 1987 Bonds, or both.
Section 207, Authentication !2f Bonds, Only Bonds with
certificate of authentication duly executed by the Bond Registra
shall be valid and entitled to any benefit or security under thi
Resolution. Any such certificate of the Bond Registrar on a Bon
shall be conclusive evidence that such Bond has been du1
authenticated and delivered under this Resolution. The Bon
Registrar's certificate of authentication on any Bond shall b
deemed to have been duly executed if signed by an authorize
officer of the Bond Registrar, but it shall not be necessary that
the same officer sign the certificate of authentication on all o
the Bonds that may be issued hereunder at any one time.
All Bonds issued and to be issue
under this Resolution may be initially issued in temporary far
exchangeable for definitive bonds when ready for delivery. The
temporary bonds shall be of such denomination as may be determined
by the City, and may contain such references to any of the
provisions of this Resolution as may be appropriate. Every
temporary bond shall be executed by the City upon the same
conditions and in substantially the same manner as the definitive
bonds. If the City issues temporary bonds, it will execute and
furnish definitive bonds without delay and thereupon the temporary
bonds shall be surrendered for cancellation in exchange therefore
at an office designated by the City and the City shall deliver in
exchange for such temporary bonds an equal aggregate principal
amount of definitive bonds of authorized denominations. Until so
exchanged, the temporary bonds shall be entitled to the same
benefits under this Resolution as definitive bonds issued and
delivered hereunder.
In case any
Bond secured hereby shall become mutilated or be destroyed or
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lost, the City may cause to be executed, and the City may deliver
a new Bond of like date, number and tenor in exchange an
substitution for and upon the cancellation of such mutilated Bon
or in lieu of and in substitution for such Bond destroyed or lost
upon the owner paying the reasonable expenses and charges of th
City in connection therewith and, in the case of a Bond destroyed
stolen or lost, his or her filing with the Bond Registrar evidenc
satisfactory to it that such Bond was destroyed, stolen or lost
and of his or her ownership thereof, and furnishing the City an
Bond Registrar with indemnity satisfactory to the City and th
Bond Registrar.
Section 210. Cancellation and Destruction of Boada. All Bond
paid, redeemed or purchased, either at or before maturity, shal
be cancelled upon the payment, purchase or redemption of such
Bonds. All such bonds so cancelled shall be destroyed by the
Paying Agent, which shall execute a certificate of destruction in
triplicate describing the Bonds so destroyed and one executed
certificate shall be filed with each of the City and the Bond
Registrar, and one executed certificate shall be retained by the
Paying Agent, which shall deliver a duplicate thereof to any other
Paying Agent then acting.
In case any such mutilated, destroyed or lost Bond has become or
is about to become due and payable, the Paying Agent may, in its
discretion, pay such Bonds.
ARTICLE III
REDEMPTION OF BONDS
The Bonds of each Series
issued under the provisions of this Resolution may be subject to
redemption, either in whole or in part and at such times and
prices, as may be provided by resolution adopted by the Council
prior to the issuance of such Bonds.
If less than all of the Bonds of any one maturity of a Series
shall be called for redemption, the particular Bonds to be
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redeemed shall be selected by lot by the Finance Director in su
manner as the Finance Director in its discretion may determine.
Sect.ZDn 302, Rede=tion Notice. At least thirty (30) days b
not more than sixty (60) days before the redemption date,
redemption notice signed by the Finance Director, shall be file
with the Paying Agent, and mailed by first-class mail o
equivalent mailing, postage prepaid, to all registered owners o
Bonds to be redeemed at their addresses as they appear on th
registration books hereinabove provided for. Neither the failur
to mail any such notice, nor any defect in any notice so mailed
to any particular Bondholder shall affect the sufficiency of suc
notice with respect to other Bondholders, nor affect the validit
of the proceedings for such redemption. Each such notice shall se
forth the date fixed for redemption, the redemption price to b
paid and, if less than all of the Bonds of a Series the
Outstanding shall be called for redemption, the numbers of suc
Bonds. If any registered Bond is to be redeemed in part only,
notice of the redemption shall state also that on or after th
redemption date, upon surrender of such Bond, a new registered
Bond in a principal amount equal to the unredeemed portion of such
Bond will be delivered.
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redemption of Bonds in accordance with the Amortization
Requirements therefore, on or before the date upon which Bonds are
to be redeemed in accordance with this Article III, the City shall
deposit with the Paying Agent money or Government Obligations, or
a combination of both, that will be sufficient to pay on the
redemption date the redemption price of, and interest accruing on,
the Bonds to be redeemed to such redemption date.
On the date fixed for redemption, notice having been mailed or
published in the manner and under the conditions hereinabove
provided, the Bonds or portions thereof called for redemption
shall be due and payable at the redemption price provided
therefore, plus accrued interest to such date. If money or
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Government Obligations, or a combination of both, sufficient t
pay the redemption price of the Bonds or portions thereof to b
redeemed plus accrued interest thereon to the date of redemptio
are held by the Paying Agent in trust for the holders of Bonds t
be redeemed, interest on the Bonds or portions thereof called fo
redemption shall cease to accrue; the coupons for interest payabl
subsequent to the redemption date on coupon Bonds called fo
redemption shall be void; such Bonds or portion thereof shal
cease to be entitled to any benefits or security under this
Resolution or to be deemed Outstanding; and the holders of such
Bonds or portions thereof shall have no rights in respect thereof
except to receive payment of the redemption price thereof, plus
accrued interest to the date of redemption. Bonds and portions of
Bonds for which irrevocable instructions to pay on one or more
dates specified by the City or to call for redemption on one or
more dates specified by the City have been given to the Paying
Agent shall not thereafter be deemed to be Outstanding under this
Resolution and shall cease to be entitled to the security of or
any rights under this Resolution, and the holders shall have no
rights in respect of the same other than to receive payment of the
redemption price thereof and accrued interest thereon, to be given
notice of redemption in the manner provided in Section 302, and to
the extent hereinafter provided, to receive Bonds for any
unredeemed portions of registered Bonds without coupons if money
or Government Obligations, or a combination of both, sufficient to
pay the redemption price of such Bonds or portions thereof,
together with accrued interest thereon to the date upon which such
Bonds are to be paid or redeemed, are held in separate accounts by
the Paying Agent in trust for the holders of such Bonds.
Coupons. If less than all of an Outstanding registered Bond
without coupons is selected for redemption, the registered owner
thereof or his legal representative shall present and surrender
such Bond to the Paying Agent for payment of the principal amount
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thereof so called for redemption, and the City shall execute an
the Bond Registrar shall authenticate and deliver to or upon th
order of such registered owner or his legal representative
without charge, for the unredeemed portion of the principal amoun
of the registered Bond without coupons so surrendered, a ne
registered Bond without coupons, of the same Series and maturity
bearing interest at the same rate and of any denomination o
denominations authorized by this Resolution.
purposes of all Sections in this Article III, Government
Obligations shall be deemed to be sufficient to pay or redee
Bonds or portions of Bonds on a specified date if the principal of,
and the interest on such Government Obligations, when due, will be
sufficient to pay on such date the redemption price of, and the
interest accruing on, such Bonds or portions to such date.
Section 306, Cancellation. Bonds so called for redemption shall
be cancelled upon the surrender thereof.
ARTICLE IV
ADVANCE REFUNDING LAW
Section 401. Compliance. The City intends to issue the Bonds
authorized by this Resolution pursuant to Section 132.33-132.47,
Florida Statutes (the "Advance Refunding Law") which sets forth
certain requirements with regard to the issuance of general
obligation bonds to refund outstanding general obligation bonds
without the necessity of a referendum.
Section _402,_ Authorizing Resolution._ The Council shall adopt a
resolution prior to the issuance of the Bonds which (i) sets forth
the details of the Bonds as required by Section 206 of this
Resolution, and (ii) complies with the requirements of the Advance
Refunding Law.
ARTICLE V
REVENUES AND FUNDS
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year while any Bonds are outstanding, the City covenants to le
and collect a tax, without limitation as to rate or amount, on a
taxable property within the City, sufficient in amount to pay th
principal of, premium, if any, and any interest on the Bonds a
the same shall become due. The tax assessed, levied and collecte
for the security and payment of the Bonds shall be assessed
levied and collected in the same manner and at the same time a
other City taxes are assessed, levied and collected and th
proceeds of said tax, except as herein provided, shall be applie
solely to the payment of the principal of, premium, if any, an
interest on the Bonds.
To the extent the Bonds are payable from tax revenues of th
City as herein provided, the full faith, credit and taxing powe
of the City are hereby irrevocably pledged to the payment of t
principal of, premium, if any and interest on the Bonds.
SuhancnUnts_ A special account is hereby created and designated
"City of Tamarac General Obligation Bonds, Series 1992 Debt
Service Account" (herein called the "Debt Service Fund"). There
are hereby created in the Debt Service Fund three separate
subaccounts designated "Bond Interest Subaccount", "Bond Principal
Subaccount", and "Bond Redemption Subaccount", respectively.
The monies in each of said accounts shall be held in trust and
applied as hereinafter provided with regard to each such account.
Finance Director shall, on or before the thirtieth (30th) day of
the month next succeeding the month in which Bonds are issued
under the provisions of this Resolution and not later than the
30th day of each month thereafter, withdraw from the General Fund
an amount sufficient to meet the deposits described in clauses (a)
to (c), inclusive, below and deposit such sum so withdrawn to the
credit of the following accounts:
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(a.) to the credit of the Bond Interest Subaccount, such
amount as shall be required to pay the interest on all
Bonds then Outstanding which will be or become payable
on the next ensuing interest payment date;
(b.) to the credit of the Bond Principal Subaccount, such
amounts as shall be required to pay the total of the
principal on all Serial Bonds then Outstanding which
will be or become payable on the next ensuing Serial
Bond principal payment date;
(c.) to the credit of the Bond Redemption Subaccount such
amounts, if any, as shall be equal to the total of the
sinking fund installments on all Term Bonds then
Outstanding which will be or become callable or payabl(
on the next ensuing sinking fund payment date pursuant
to a resolution or resolutions mentioned in Section
206(a) hereof.
There shall
be withdrawn by the Finance Director from the Bond Interest
Subaccount and the Bond Principal Subaccount from time to time,
sufficient money for paying the interest on the Bonds and the
principal of the Serial Bonds as the same shall fall due. Monie:
held for the credit of the Bond Redemption Account shall be helc
and applied in accordance with a resolution or resolutions
mentioned in Section 2.06(a) hereof.
All monies which shall have been withdrawn from the Debt Service
Account and set aside for the purpose of paying any of the Bonds
hereby secured, either at the maturity thereof or upon call for
redemption, shall be held in trust for the respective owners of
such Bonds. But any monies which shall be so set aside or
deposited and which shall remain unclaimed by the owners of such
Bonds for a period of four (4) years after the date on which such
Bonds shall have become due and payable (or such longer period as
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shall be required by Florida law) shall be paid to the City or t
such officer, board or body as may then be entitled by law t
receive the same and thereafter the owners of such Bonds shal
look only to the City or to such officer, board or body, as t
case may be, for payment and then only to the extent of th
amounts as received without any interest thereon.
Section 506. Application of Monies in Redemption Account. Monie
held for the credit of the Redemption Account shall be applied t
the retirement of the Term Bonds issued under the provisions o
this Resolution as follows:
(a) Subject to the provisions of paragraph (c) of this Section,
the City shall endeavor to purchase any Term Bonds secure
hereby and then Outstanding, whether or not such Term Bonds
shall then be subject to redemption, on the most
advantageous terms obtainable with reasonable diligence,
such price not to exceed the principal of such Term Bonds
plus the amount of the redemption premium, if any, which
might on the next redemption date be paid to the registered
owners of such Term Bonds under the provisions of Article
III of this Resolution if such Term Bonds should be called
for redemption on such date from monies in the Sinking
Fund. The City shall pay the interest accrued on such Term
Bonds to the date of settlement therefore from the Bond
Service Account, and the purchase price from the Redemption
Account, but no such purchase shall be made by the City
within the period of forty-five (45) days next preceding
any interest payment date on which such Term Bonds are
subject to call for redemption under the provisions of this
Resolution, except from monies other than monies set aside
or deposited for the redemption of Term Bonds.
(b) Subject to the provisions of Article III of this Resolution
and paragraph (c) of this Section, the City shall pay orl
call for redemption on each interest payment date on which)
Term Bonds are subject to redemption such amount of such
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Term Bonds as, with the redemption premium, if any, wil
exhaust the monies which will be held for the credit of
Redemption Account on said interest payment date as nearl
as may be; provided, however, that not less than Fift
Thousand Dollars ($50,000) principal amount of Term Bond
shall be called for redemption at any one time unless
lesser amount shall be required to satisfy the Amortizati
Requirement for any Bond Year. Such redemptions shall be
made pursuant to the provisions of Article III of thi;
Resolution. The City shall, during the period of two (2)
business days prior to the redemption date, withdraw fr
the Bond Service Account and the Redemption Account and se
aside in separate accounts or deposit with the Pay
Agents the respective amounts required for paying t
interest on, and the principal and premium of, the Te
Bonds so called for redemption.
(c) Monies in the Redemption Account shall be applied by the
Finance Director each Bond Year to the retirement of Bonds
then Outstanding in the following order:
First: the Term Bonds, to the extent of the
Amortization Requirement, if any, for such Bond Year for
such Term Bonds, plus the applicable premium, if any,
and any deficiency in any preceding Bond Years in the
purchase or redemption of such Term Bonds under the
provisions of this subdivision and, if the amount
available in such Bond Year shall not be sufficient
therefore, then in proportion to the Amortization
Requirement, if any, for such Bond Year for the Term
Bonds then Outstanding, plus the applicable premium, if
any, and any such deficiency.
Second: the Term Bonds, if any, in such manner as the
Finance Director shall determine.
Third: after the retirement of all Term Bonds, if any,
the Serial Bonds issued under the provisions of this
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Resolution in the inverse order of their maturities.
If the balance in the Redemption Account on the thirtieth (30th
day of the month next preceding a redemption date upon which Ter
Bonds are to be paid at maturity or redeemed in accordance wit
the Amortization Requirements therefore is insufficient to mak
such payment or satisfy such Amortization Requirement, the Cit
shall transfer from the General Fund to such Redemption Account
such amount as may be necessary to remedy such deficiency.
Upon the retirement of any Bonds by purchase or redemption, the
Finance Director shall file a statement briefly describing such
Bonds and setting forth the date of their purchase or redemption,
the amount of the purchase price or the redemption price of such
Bonds and the amount paid as interest thereon. The expenses in
connection with the purchase or redemption of any Bonds, including
any required redemption premium, shall be paid by the City from
Net Revenues.
Except as provided in
Section 501, nothing contained in this Resolution shall be
construed as preventing the City from depositing to the credit of
the Debt Service Fund monies received from any legally available
funds of the City.
,get ion 51 - Payment of Pri 5;,,,,j,$a,l,,_, Interest and Premium. The
City covenants that it will promptly pay the principal of and the
interest on every Bond issued under the provisions of this
Resolution at the places, on the dates and in the manner provided
herein and in said Bonds, and any premium required for the
retirement of said Bonds by purchase or redemption, according to
the true intent and meaning thereof.
Section 512. Rebate Fund_ A fund is hereby created and
designated "City of Tamarac General Obligation Bonds Rebate Fund"
("Rebate Fund"). The monies deposited and held in the Rebate Fund
shall not be subject to the lien of this Resolution or to any
claim by any owner and shall not be applied to the payment of the
principal, premium, if any, or interest on the Bonds. Investment
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earnings from the Construction Fund, Bond Service Account, and t
Bond Reserve Account shall be deposited in the Rebate Fund by t
City in accordance with the Investment Instructions.
No later than thirty days after the fifth (5th) anniversary o
the date of the Bonds and within thirty (30) days from each fift
(5th) anniversary date thereafter, the City shall withdraw ninet
per centum (90%) of the monies on deposit in the Rebate Fund a
one hundred per centum (100%) of the investment earnings on sa
deposits, and pay such monies and earnings directly to the Unite
States Treasury. Not later than sixty (60) days after the fina
retirement of the Bonds, the City shall pay one hundred per centu
(100%) of the remaining balance of said Rebate Fund to the Unite
States. All payments to the United States shall be in accordan
with the Investment Instructions.
ARTICLE VI
INVESTMENT OF MONIES
Section 6,01. Inv,Q,gtment o f_Monies. Monies held for the credit of
the Bond Service Account and the Redemption Account shall, a
nearly as may be practicable, be invested and reinvested by
Finance Director or his designee in accordance with the Investment
Instructions in Investment Obligations which shall mature, or
which shall be subject to redemption by the holder thereof at the
option of such holder, not later than the date when the monies
held for the credit of said Account or Fund will be required for
the purposes intended.
Obligations so purchased as an investment of monies in any such
Fund or Account and any time deposits made with respect to such
monies shall be deemed at all times to be a part of such Fund or
Account. The interest accruing on and any profit realized from the
investment of monies held in the Construction Fund shall be
credited to such Fund until such time as the Construction Fund is
terminated. The interest accruing on obligations so purchased or'
on such time deposits as an investment of monies in the Bond
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Service Account and the Redemption Account, and any profi
realized from such investment, shall be credited to the Bon
Service Account or the Redemption Account, at the option of th
City, and any loss resulting from such investment shall be charge
to the Bond Service Account.
Seztion 602._Funds and Accounts- For the purposes of thi
Resolution, each Fund created hereunder shall be a series of self
balancing accounts within the book of accounts of the City an
shall connote a segregation of accounts, which will suppor
special purpose disclosure reports, not to be construed as
separate set of books of accounts.
Section 603. covenantda, to Arbitrage. The City hereby covenants
that the City will make no use of the proceeds received from the
sale of the Bonds hereby authorized or monies derived from the
Pledged Revenues, which, if such use had been reasonably expected
on the date of issue of such Bonds, would have caused said Bonds
to be "arbitrage bonds" within the meaning of Section 147 of the
Internal Revenue Code of 1986, as amended, and that the City will
comply with the requirements of such Section 147 and the
applicable regulations promulgated thereunder so long as the
Bonds, or any of them, are Outstanding.
ARTICLE VII
REMEDIES
Senhion 7Q1_. Extension of Interest, Payment. In case the time for
the payment of the interest on any Bond shall be extended, whether
or not such extension be by or with the consent of the City, such
interest so extended shall not be entitled, in case of default
hereunder, to the benefit or security of this Resolution except
subject to the prior payment in full of the principal of all Bonds
then Outstanding and of all interest the time for payment of which
shall not have been extended.
Section 702. Events of Dgfault. Each of the following events is
hereby declared an "event of default":
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(a) Payment of the principal and premium, if any, of any of th
Bonds shall not be made by the City when the same shal
become due and payable, either at maturity or b
proceedings for redemption or otherwise; or
(b) Payment of any installment of interest on any of the
shall not be made by the City when the same shall bec
due and payable; or
(c) Payment of any amount required to satisfy an Amortizati
Requirement shall not be made by the City if requir
herein; or
(d) Any proceeding shall be instituted, with the consent or
acquiescence of the City, for the purpose of effecting a
composition between the City and its creditors or for the
purpose of adjusting the claims of such creditors, pursuant
to any federal or state statute now or hereafter enacted,
if the claims of such creditors are under any circumstances
payable from the Pledged Revenues; or
(e) The City shall default in the due and punctual performance
of any covenant, condition, agreement or provision
contained in the Bonds or in this Resolution on the part of
the City to be performed, and such default shall continue
for thirty (30) days after written notice specifying such
default and requiring same to be remedied shall have been
given to the City by the Bondholders of not less than
twenty-five per centum (25%) in aggregate principal amount
of the Bonds then Outstanding.
Section 703, Acceleration , of Maturit ie5 . Upon the happening and
continuance of any event of default specified in clauses (a)
through (e) of Section 702 of this Article, then and in every such
case the Bondholders of not less than twenty-five per centum (25%)
in aggregate principal amount of the Bonds then Outstanding shall,
by a notice in writing to the Clerk, declare the principal of all
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of the Bonds then Outstanding (if not then due and payable) to
due and payable immediately, and upon such declaration the sal
shall become and be immediately due and payable, anythi
contained in the Bonds or in this Resolution to the contrar
notwithstanding; provided, however, that if at any time after th
principal of the Bonds shall have been so declared to be due an
payable, and before the entry of final judgment or decree in an
suit, action or proceeding instituted on account of such default
or before the completion of the enforcement of any other remed
under this Resolution, monies shall have accumulated in the Deb
Service Fund sufficient to pay the principal of all matured Bond
and all arrears of interest, if any, upon all Bonds the
Outstanding (except the principal of any Bonds not then due excep
by virtue of such declaration and the interest accrued on suc.
Bonds since the last interest payment date), and all amounts the.
payable by the City hereunder shall have been paid or a s
sufficient to pay the same shall have been deposited by t
Finance Director with the Paying Agent, and every other default
the observance or performance of any covenant, condition,
agreement or provision contained in the Bonds or in this
Resolution (other than a default in the payment of the principal
of such Bonds then due only because of a declaration under this
Section) shall have been remedied, then and in every such case,
the Bondholders of not less than twenty-five per centum (25%) in
aggregate principal amount of the Bonds not then due except by
virtue of such declaration and then Outstanding shall, by written
notice to the Clerk, rescind and annul such declaration and its
consequences, but no such rescission or annulment shall extend to
or affect any subsequent default or impair any right consequent
thereon.
Upon the happening and
continuance of any event of default specified in Section 702 of
this Article, then and in every such case the Bondholders of not
less than twenty-five per centum (25%) in aggregate principal
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amount of the Bonds then Outstanding hereunder shall, proceed
protect and enforce the rights of the Bondholders under th
Resolution by such suits, actions or special proceedings in equi
or at law, either for the specific performance of any covenant
agreement contained herein or in aid or execution of any powe
herein granted or for the enforcement of any proper legal o
equitable rights as such Bondholders shall deem most effectual t
protect and enforce such rights.
• 1 ' • ♦ •New.1 INIIIIW•TMFZV1 • •
Resolution to the contrary notwithstanding, if at any time the
monies in the Debt Service Fund shall not be sufficient to pay the
principal of or the interest on the Bonds as the same shall become
due and payable, such monies, together with any monies ther
available or thereafter becoming available for such purpose,
whether through the exercise of the remedies provided for in this
Article or otherwise, shall be applied as follows:
(a) Unless the principal of all the Bonds shall have become du
and payable, all such monies shall be applied:
First: to the payment to the persons entitled theret
of all installments of interest then due, in the order
of the maturity of the installments of such interest,
and, if the amount available shall not be sufficient to
pay in full any particular installment, then to the
payment ratably, according to the amounts due on such
installment, to the persons entitled thereto, without
any discrimination or preference except as to any
difference in the respective rates of interest specified
in the Bonds;
Second: to the payment to the persons entitled thereto
of the unpaid principal of any of the Bonds which shall
have become due (other than Bonds called for redemption
for the payment of which monies are held pursuant to the
provisions of this Resolution), in the order of their
due dates, with interest upon such Bonds from the
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respective dates upon which they became due, and, if t
amount available shall not be sufficient to pay in fu1
the principal of Bonds due on any particular date
together with such interest, then to the payment firs
of such interest, ratably according to the amount o
such interest due on such date, and then to the paymen
of such principal, ratably according to the amount o
such principal due on such date, to the persons entitle
thereto without any discrimination or preference; and
Third: to the payment of the interest on and th
principal of the Bonds, to the purchase and retiremen
of Bonds and to the redemption of Bonds, all i
accordance with the provisions of Article III of thi
Resolution.
(b) If the principal of all the Bonds shall have become due an
payable, all such monies shall be applied to the payment o
the principal and interest then due and unpaid upon th
Bonds, without preference or priority of principal ove
interest or of interest over principal, or of any
installment of interest over any other installment of
interest, or of any Bond over any other Bonds, ratably,
according to the amounts due respectively for principal and
interest, to the persons entitled thereto without any
discrimination or preference except as to any difference in
the respective rates of interest specified in the Bonds.
The provisions of this Section are in all respects subject to
the provisions of Section 701 of this Article.
Whenever monies are to be applied by the Finance Director
pursuant to the provisions of this Section, such monies shall be
applied by the Finance Director at such times, and from time to
time, as the Finance Director in its sole discretion shall
determine, having due regard to the amount of such monies
available for application and the likelihood of additional monies
becoming available for such application in the future; the deposit
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of such monies with the Paying Agent, or otherwise setting asid
such monies, in trust for the proper purpose shall constitut
proper application by the Finance Director; and the Financ
Director shall incur no liability whatsoever to the City, to an
Bondholder or to any other person for any delay in applying an'
such monies, so long as the Finance Director acts with reasonabl
diligence, having due regard to the circumstances, and ultimatel
applies the same in accordance with such provisions of thi
Resolution as may be applicable at the time of application by th
Finance Director. Whenever the Finance Director shall exercis
such discretion in applying such monies, it shall fix the dat
(which shall be an interest payment date unless the Financ
Director shall deem another date more suitable) upon which suc
application is to be made and upon such date interest on th
amounts of principal to be paid on such date shall cease t
accrue. The Finance Director shall give such notice as it may deem'
appropriate of the fixing of any such date, and shall not be
required to make payment to the Bondholder of any Bond until such
Bond .shall be surrendered to the Finance Director for appropriate
endorsement or for cancellation if fully paid.
any proceeding taken by any Bondholder on account of any default
shall have been discontinued or abandoned for any reason, then and
in every such case the City and the Bondholder shall be restore
to their former positions and rights hereunder, respectively, and
all rights and remedies of the Bondholder shall continue as though
no such proceeding had been taken.
Section 707. No Remedy E;;Cjusive. No remedy herein conferred
upon or reserved to Bondholders is intended to be exclusive of any
other remedy or remedies herein provided, and each and every such
remedy shall be cumulative and shall be in addition to every other
remedy given hereunder or by law.
No one or more Bondholder of the Bonds issued hereunder shall
have any right in any manner whatever by his or their action to
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affect, disturb or prejudice the security of this Resolution,
to enforce any right hereunder except in the manner here
provided, and all proceedings at law or in equity shall b
:instituted, had and maintained in the manner herein provided an
for the benefit of all Bondholders of such Outstanding Bonds, an
any individual rights of action or other right given to one o
more of such Bondholders by law are restricted by this Resolutio
to the rights and remedies herein provided.
No delay or omission of an
Bondholder to exercise any right or power accruing upon an
default shall impair any such right or power or shall be construe
to be a waiver of any such default or an acquiescence therein; an
every power and remedy given by this Article to the Bondholder
may be exercised from time to time and as often as may be de
expedient.
Article shall affect or impair the right of any Bondholder tc
enforce the payment of the principal of and interest on his Bond,
or the obligation of the City to pay the principal of and interest
on each Bond to the Bondholder thereof at the time and place in
said Bond expressed.
Section 71Q. Bight To Qure-Defauli-s- Subject in all respects to
the other Sections of this Article VII, the City shall have the
right to cure any and all defaults hereunder.
ARTICLE VIII
SUPPLEMENTAL RESOLUTIONS
Cons,oLt. The Council may, from time to time and at any time adopt
such ordinances supplemental hereto as are consistent with the
3SI terms and provisions hereof (which supplemental ordinances shall
thereafter form a part hereof) and do not adversely affect the
interests of the Bondholders:
(a) to cure any ambiguity or formal defect or omission or to
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correct any inconsistent provisions in this Resolution
in any supplemental ordinance, or
(b) to grant to or confer upon the Bondholders, any addition
rights, remedies, powers, authority or security that m
lawfully be granted to or conferred upon the Bondholder
rEB
(c) to add to the conditions, limitations and restrictions
the issuance of Bonds under the provisions of thi
Resolution other conditions, limitations and restriction
thereafter to be observed, or
(d) to add to the covenants and agreements of the City in thi
Resolution other covenants and agreements thereafter to b
observed by the City or to surrender any right or powe
herein reserved to or conferred upon the City, or
(e) to provide for the issuance of Bonds in coupon form
including such modifications as are necessary or desirabl
to provide herein the customary terms and condition
relating to bonds issued in coupon form.
At least thirty (30) days prior to the adoption of anj
supplemental ordinance for any of the purposes of this Section,
the Clerk shall cause a notice of the proposed adoption of suc
supplemental ordinance to be mailed, postage prepaid, to all
registered owners of Bonds at their addresses as they appear on
the registration books maintained by the Bond Registrar and the
Insurer. Such notice shall briefly set forth the nature of the
proposed supplemental ordinance and shall state that copies
thereof are on file at the office of the Clerk for inspection by
all Bondholders. A failure on the part of the Clerk to mail the
notice required by this Section shall not affect the validity of
such supplemental ordinance.
,anion 802. Supplemental -Resolution With Bondholders' CnnaPnt._
Subject to the terms and provisions contained in this Section, and
not otherwise, the Bondholders of not less than two-thirds (2/3)
in aggregate principal amount of the Bonds then Outstanding shall
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have the right, from time to time, anything contained in th s
Resolution to the contrary notwithstanding, to consent to aid
approve the adoption of such ordinance or ordinances supplement
hereto as shall be deemed necessary or desirable by the City for
the purpose of modifying, altering, amending, adding to 0
rescinding, in any particular, any of the terms or provision
contained in this Resolution or in any supplemental ordinance
provided, however, that nothing herein contained shall permit, o
be construed as permitting, (a) an extension of the maturity o
the principal of or the interest on any Bond issued hereunder, o
(b) a reduction in the principal amount of any Bond or th
redemption premium or the rate of interest thereon, or (c) th
creation of a pledge of the Net Revenues or (d) a preference o
priority of any Bond or Bonds over any other Bond or Bonds, or (e
a reduction in the aggregate principal amount of the Bond
required for consent to such supplemental ordinance. If at t
time of any such amendment any of the Bonds shall be insured as t
payment of principal and interest by an insurance company in th
business of insuring such risks pursuant to an agreement entere
into between the City and such insurer, no such amendment shall b
made except with the consent of such insurer. Nothing herei
contained, however, shall be construed as making necessary th
approval by Bondholders of the adoption of any supplementa
ordinance as authorized in Section 801 of this Article.
If at any time the City shall determine that it is necessary o
desirable to adopt any supplemental ordinance for any of the
purposes of this Section, the Clerk shall cause notice of the
proposed adoption of such supplemental ordinance (a) only in the
event that Bonds in coupon form shall have been delivered, to be
published once in each week for four (4) successive weeks in a
Daily Newspaper of general circulation published in the City, and
in a Daily Newspaper of general circulation or a financial journal
published in the Borough of Manhattan, City and State of New York,
otherwise, such notice may be published and, (b) on or before the
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Temp. Reso. #6267
date of the first publication of such notice, it shall also cau
a similar notice to be mailed by first-class mail of equivalen
mailing, postage prepaid, to all registered owners of Bonds a
their addresses as they appear on the registration book
maintained by the Bond Registrar. Such notice shall briefly s
forth the nature of the proposed supplemental ordinance and shal
state that copies thereof are on file at the office of the Cler
for inspection by all Bondholders. Neither the failure to mail an
such notice, nor any defect in any notice so mailed, to any
particular Bondholder shall affect the sufficiency of such notice,
with respect to other Bondholders. The Clerk shall not, however,
be subject to any liability to any Bondholder by reason of its
failure to cause the notice required by this Section to be mailed
and any such failure shall not affect the validity of such
supplemental ordinance when consented to and approved as provided
in this Section.
Whenever, at any time within one (1) year after the date of the
first (lst) publication of such notice, the Clerk shall have
received an instrument or instruments in writing purporting to be
executed by the Bondholders of not less than two-thirds (2/3) in
aggregate principal amount of the Bonds then Outstanding, which
instrument or instruments shall refer to the proposed supplemental
ordinance described in such notice and shall specifically consent
to and approve the adoption thereof in substantially the form of
the copy thereof referred to in such notice, thereupon, but not
otherwise, the Council may adopt such supplemental ordinance in
substantially such form, without liability or responsibility to
any Bondholder of any Bond, whether or not such Bondholder shall
have consented thereto.
If the Bondholders of not less than two-thirds (2/3) in
aggregate principal amount of the Bonds Outstanding at the time of
the adoption of such supplemental ordinance shall have consented
to and approved the adoption thereof as herein provided, no
Bondholder of any Bond shall have any right to object to the
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Temp. Reso. #6267
adoption of such supplemental ordinance, or to object to any
the terms and provisions contained therein or the operatic
thereof, or in any manner to question the propriety of t
adoption thereof, or to enjoin or restrain the Council fro
adopting the same or from taking any action pursuant to th
provisions thereof.
Upon the adoption of any supplemental ordinance pursuant to th
provisions of this Section, this Resolution shall be and be deeme
to be modified and amended in accordance therewith, and th
respective rights, duties and obligations under this Resolution o
the City, the Paying Agent and all Bondholders of Bonds the
Outstanding shall thereafter be determined, exercised and enforce
in all respects under the provisions of this Resolution as s
modified and amended.
supplemental ordinance adopted in accordance with the provisions
of this Article shall thereafter form a part of this Resolution,
and all of the terms and conditions contained in any sucr
supplemental ordinance as to any provision authorized to be
contained therein shall be and shall be deemed to be part of the
terms and conditions of this Resolution for any and all purposes.
In case of the adoption and approval of any supplemental
ordinance, express reference may be made thereto in the text of
any Bonds issued thereafter, if deemed necessary or desirable by
the City.
For purposes of this Article VIII, a Series ordinance that relates
only to a particular Series of Bonds issued hereunder and that
does not purport to alter or amend the rights or security of any
holders of any Bonds of any other Series issued hereunder shall
not be deemed or considered to be a supplemental ordinance.
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ARTICLE IX
DEFEASANCE
If, when the Bonds secured hereby shall have become due an
payable in accordance with their terms or shall have been dul
called for redemption or either irrevocable instructions to cal
the Bonds for redemption or to pay the Bonds at their respecti
maturities or redemption dates or any combination of such paymen
and redemption shall have been given by the the City to the Payin
Agent or an appropriate fiduciary institution acting as escro
agent, the whole amount of the principal and the interest an
premium, if any, so due and payable upon all or a portion of th
Bonds then Outstanding shall be paid or sufficient monies, o
Government Obligations the principal of and the interest on whic
when due or which when due will provide sufficient monies to pa
at maturity or to redeem all or a portion of the Bonds togethe
with all interest accrued and to accrue thereon to dates o
maturity, or redemption, shall be held by such escrow agent or the
Paying Agent for such purpose under the provisions of this
Resolution, and provision shall also be made for paying all othez
sums payable hereunder by the City, then and in that case the
right, title and interest of the Bondholders of the Bonds secured
hereby in the revenues, funds and accounts mentioned in this
Resolution shall thereupon cease, determine and become void on
that date without further action of the Council, and the Finance
Director may apply any surplus in any account in the Debt Service
Fund and all balances remaining in any other funds or accounts,
other than monies held for the redemption or payment of Bonds, as
provided in Section 504 hereof; otherwise this Resolution shall
be, continue and remain in full force and effect; provided,
however, that in the event Government Obligations shall be
deposited with and held by such escrow agent or the Paying Agent
as hereinabove provided, and in addition to the requirements set
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forth in Article III of this Resolution, the Clerk shall withi
thirty (30) days after such Government Obligations shall have be
deposited with such escrow agent or the Paying Agents cause
notice signed by the Clerk to be published once in a Dail
Newspaper of general circulation published in the City, and in
Daily Newspaper of general circulation or a financial journa
published in the Borough of Manhattan, City and State of New York
setting forth (a) the date designated for the redemption of th
Bonds or a statement to the effect that such Bonds are to be pai
at their respective maturities or mandatory redemption dates, (b
a description of the Government Obligations so held by such escro
agent or the Paying Agent, and (c) that this Resolution has becom
void in accordance with the provisions of this Section.
All monies and obligations held by such escrow agent or th
Paying Agent pursuant to this Section shall be held in trust an
the principal and interest of said obligations when received, an
said monies, applied to the payment, when due, of the principal
and the interest and the premium, if any, of the Bonds so called
for redemption.
Any amounts paid by the Insurer pursuant to the Bond Insurance
Policy shall not be deemed paid by the City. Such amounts shall
continue to be due and owing in accordance with this Resolution.
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 1001. Execution of Instruments.by Bondholders and Proof
of Ownership of Bonds. Any request, direction, consent or other
instrument in writing required by this Resolution to be signed or
executed by Bondholders may be in any number of concurrent
instruments of similar tenor and may be assigned or executed by
such Bondholders in person or by agent appointed by an instrument
in writing. Proof of the execution of any such instrument and of
the ownership of Bonds shall be sufficient for any purpose of this
Resolution and shall be conclusive in favor of the persons relying
Temp. Reso. #6267
thereon with regard to any action taken by them under suc
instrument, if made in the following manner:
(a) The fact and date of the execution by any person of an
such instrument may be proved by the verification of an
officer in any jurisdiction who, by the laws thereof, ha
power to take affidavits within such jurisdiction, to th
effect that such instrument was subscribed and sworn t
before him, or by an affidavit of a witness to su
execution.
(b) The ownership of registered Bonds shall be proved by th
registration books kept under the provisions of Section 20
of this Resolution.
Any request or consent of the Bondholder of any Bond shall b
every future Bondholder of the same Bond in respect of anything
done by the City in pursuance of such request or consent.
Section 1002. Effect of Cgvenants, All covenants, stipulations,
obligations and agreements of the City contained in this
Resolution shall be deemed to be covenants, stipulations,
obligations and agreements of the City and of the Council and of
each department and agency of the City to the full extent
authorized or permitted by law, and all such covenants,
stipulations, obligations and agreements shall bind or inure to
the benefit of the successor or successors thereof from time to
time and any officer, board, body or commission to whom or to
which any power or duty affecting such covenants, stipulations,
obligations and agreements shall be transferred by or in
accordance with law.
Except as otherwise provided in this Resolution, all rights,
powers and privileges conferred and duties and liabilities imposed
upon the City or upon the Council by the provisions of this
1 351 Resolution shall be exercised or performed by the Council, or by
such other officers, board, body or commission as may be required)
by law to exercise such powers or to perform such duties. J
No covenant, stipulation, obligation or agreement herein
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Temp. Reso. #6267
contained shall be deemed to be a covenant, stipulation)
obligation or agreement of any member, agent or employee of th
Council in his individual capacity, and neither the members of th
Council nor any official executing the Bonds shall be liable
personally on the Bonds or be subject to any personal liability of
accountability by reason of the issuance thereof.
Section 1003. Manner of Giving Notice_ Any notice, demand,
direction, request or other instrument authorized or required by
this Resolution to be given to or filed with the City or the
Council shall be deemed to have been sufficiently given or filed
for all purposes of this Resolution if and when sent by registered
mail return receipt requested:
(a) to the City, if addressed to the Finance Director of the
City, 7525 N.W. 88th Avenue, Tamarac, FL 33321-2401; and
(b) to the Council, if addressed to the Council of Tamarac,
7525 N.W. 88th Avenue, Tamarac, FL 33321-2401.
Any such notice, demand or request may also be transmitted to
the appropriate above -mentioned party by telegram or telephone and
shall_be deemed to be properly given or made at the time of such
transmission. Such transmission of notice shall be confirmed in
writing not later than one (1) business day following such
transmission and sent as specified above.
Any such addresses may be changed at any time upon written
notice of such change sent by United States registered mail,
postage prepaid, to the other parties by the party effecting the
change.
company with or into which the Paying Agents, or either of them,
may be merged or consolidated, or to which the assets and business
of the Paying Agents, or either of them, may be sold, shall be
deemed the successor of such Paying Agents for the purposes of
this Resolution. If the position of the Paying Agents, or either
of them, shall become vacant for any reason, the Council shall,
within thirty (30) days thereafter, appoint a bank or trust
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company located in the State of Florida, if the vacancy is in t
position of a Florida Paying Agent or located in the Borough
Manhattan, City and State of New York if the vacancy is in thy'
position of a New York Paying Agent. Upon the appointment of
successor Paying Agent, the Insurer shall be provided wit
reasonable notice thereof.
Section _ 1W5 . Successorshin _ of city Officers. In the event tha
the office of the Clerk, Finance Director or City Attorney shal
be abolished or any two or more of such offices shall be merged o
consolidated, or in the event of a vacancy in any such office b
reason of death, resignation, removal from office or otherwise, o
in the event any such officer shall become incapable of performin
the duties of his office by reason of sickness, absence from th
City or otherwise, all powers conferred and all obligations an
duties imposed upon such officer shall be performed by the office
succeeding to the principal functions thereof or by the office
upon whom such powers, obligations and duties shall be imposed b
law.
Section 1006, Substitute Puhliratinn- If, because of th
temporary or permanent suspension of publication of any Newspaper
or financial journal or for any other reason, the City shall be
unable to publish in a Newspaper or financial journal any notice
required to be published by any provision of this Resolution, the
City shall give such notice in such other manner as in its
judgment shall most effectively approximate such publication, and
the giving of such notice in such manner shall for all purposes of
this Resolution be deemed to be in compliance with the requirement
for the publication thereof.
In case any one or
more of the provisions of this Resolution or of any Bonds issued
hereunder shall for any reason be held to be illegal or invalid,
such illegality or invalidity shall not affect any other
provisions of this Resolution or of the Bonds, but this Resolution
and the Bonds shall be construed and enforced as if such illegal
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Temp. Reso. #6267
or invalid provision had not been contained therein. The Bonds ar
issued and this Resolution is adopted with the intent that th
laws of the State of Florida shall govern their construction.
Section 1008. Authorizing -a-Negotiated Sale, The Council furthe
finds and determines and hereby declares that:
(a) the marketing of the Bonds entails an educational proces
of informing securities dealers and investors about th
attributes of such Bonds; the Bonds are revenue bonds; th
bond market is in a highly volatile state and there i
great uncertainty of future market conditions whit
militate against formally advertising the Bonds for sale o
a future date and prevent the organization of an orderl
market at reasonable interest cost; it is in the bes
interest of the City that the sale of such Bonds b
negotiated; and
(b) the Council hereby and authorizes the City Manager and/
the Finance Director to enter into negotiations concerni
the sale of such Series 1992 Bonds and to enter into
purchase contract in relation thereto, the form an
substance of which shall be subject to the approval of this
Council by a subsequent resolution.
Section 1009, Resolution Effective. This Resolution shall.
become
effective immediately
upon
adoption.
PASSED,
ADOPTED AND APPROVED
this
o`a day
of 1992.
ATTEST:
L41e
CAROL A. EVANS
CITY CLERK
I HEREBY CERTIFY that I hqVle
approved this RESOLUTION as
to. -form.
VCHELL S. K T
CITY ATTORNE
(IPZ
-10"H L. BENDER
MAYOR
RECORD OF COUNCIL VOTE
MAYOR __ `3EENDER /
DISTNIC-t- 1: r;/IA KATZ �(
DISTRICT 2: U/M saiumANN
DISTRICT :3:
DISTRICT 4: C/M ABRAW)WIT 7
1-1
IMSIP :C
Registered Owner
Principal Amount
-I -
EXHIBIT "A"
(Form of Series 1992 Bonds)
CITY OF TAMARAC, FLORIDA
GENERAL OBLIGATION BONDS
SERIES 1992
Dollars
City of Tamarac, Florida, a municipality created under the laws of
the State of Florida (the "City"), for value received, promises to
pay to the Registered Owner named above or registered assigns, on
the Maturity Date specified above, unless this Bond shall have
been called for earlier redemption and payment of the redemption
price shall have been duly made or provided for, upon the
presentation and surrender of this Bond, at the principal office
of , Florida (said bank, together with any
successor appointed to act as such, is hereinafter referred to as
the "Bond Registrar" and "Paying Agent"), the Principal Amount
specified above, and to pay interest on the Principal Amount from
the interest payment date next preceding the date on which it is
authenticated unless it is authenticated on an interest payment
date, in which event it shall bear interest from such date, or it
is authenticated prior to the first interest payment date, in
which event it shall bear interest from its Original Issue Date
until payment of said Principal Amount has been made or provided
for, at the annual rate shown above on the first days of October
and April in each year, commencing October 1, provided,
however, that if at the Maturity Date of this Bond, monies are
being held by the Paying Agent for the payment of the Principal
Amount, this Bond shall cease to bear interest. The Principal
Amount, premium, if any, and the interest on this Bond are payable
in any coin or currency of the United States of America, which, on
the respective dates of payment, is legal tender for the payment
of public and private debts. Payment of the interest on this Bond
on any interest payment date will be made by the Paying Agent to
the registered owner appearing on the bond registration books
maintained by the Bond Registrar. Such interest to be paid by
check or draft mail to the registered owner at his address as it
appears on such registration books on the date fifteen (15) days
next preceding an interest payment date. The Principal Amount of
this Bond is payable upon the presentation and surrender hereof as
the same becomes due at the principal office of the Paying Agent.
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For the prompt payment of both principal of this Bond and
interest on that principal as they shall fall due, the full faith,
credit and taxing power of the City are hereby irrevocably
pledged.
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 THE
FRONT SIDE HEREOF.
All acts, conditions and things required by the Constitution and
statutes of the State of Florida and the Resolution to exist, to
have happened and to have been performed precedent to and in the
issuance of this Bond, do exist, have happened and have been
performed.
This Bond shall not be valid or become obligatory for any
purpose or be entitled to any security or benefit under the
Resolution (as defined herein) until the Bond Registrar's
Certificate of Authentication hereon is duly executed by the Bond
Registrar.
IN WITNESS WHEREOF, Tamarac, Florida has caused this Bond to be
executed in its name by, or bear the facsimile signature of, its
Mayor, City Manager, and City Clerk and has caused the facsimile
of its seal to be printed on this Bond, all as of the
1st day of , 1992.
TAMARAC, FLORIDA
[SEAL]
By: .. -
Mayor
By:
City Manager
Attested:
[Deputy] Clerk of
the Council of the
City
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(FORM OF BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION)
BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the series designated herein, and
described in the Resolution. Printed on the reverse of this Bond
is the complete text of the legal opinion of Fine, Jacobson,
Schwartz, Nash, Block & England, Miami, Florida, Bond Counsel,
which is delivered on and dated the date of the original delivery
of the Series 1992 Bonds, and is on file with the undersigned.
as Bond Registrar
By:
Authorized Officer
(ON REVERSE SIDE OF BOND)
This Bond is one of a duly authorized series of bonds of the City
designated as City of Tamarac General Obligation Refunding Bonds,
Series 1992 (the "Series 1992 Bonds"), issued for the purpose of
providing funds to refund the City's General Obligation Bonds,
[Series 1986] and [Series 1987] and to pay the cost of issuing the
Bonds. The Bonds are issued under and pursuant to Resolution No.
duly adopted by the City Council on ,
1992, and a resolution adopted by the City Council (collectively,
the "Resolution"). The custody and application of the proceeds of
the Series 1992 Bonds, the funds charged with and pledged to the
payment of the principal of and the interest on the Series 1992
Bonds, the nature and extent of the security, the terms and
conditions on which Bonds of each series are or may be issued, the
rights, duties and obligations of the City under the Resolution
and the rights of the owners of the Series 1992 Bonds are more
fully described in the Resolution. By the acceptance of this Bond,
the owner hereof assents to all the provisions of the Resolution.
This Bond is issued and the Resolution was adopted pursuant to
the Constitution and laws of the State of Florida, particularly,
the Charter of the City, and Chapter 166, Florida Statutes, as
amended.
The City has pledged its full faith and credit and its tax
proving to the payment of the principal of and interest on the
Bonds. The Resolution provides for the levying and collecting by
the City of a tax, without limitation, as to rate or amount, on
all taxable property within the City, sufficient in amount to pay
the principal of and the interest on the Bonds as the same shall
become due.
_q_
[Redemption Provisions]
If less than all of the Bonds of any one maturity are called for
redemption, the particular Bonds or portions of Bonds shall be
selected by lot within a maturity.
Any such redemption shall be made upon written notice not less
than thirty (30) days or more than sixty (60) days to the
registered owners of the Bonds to be redeemed, in the manner and
under the terms and conditions provided in the Resolution. On the
date designated for redemption, notice having been given as
provided in the Resolution, the Series 1992 Bonds so called for
redemption shall be due and payable at the redemption price
provided therefore plus accrued interest to such date. Interest on
the Bonds so called for redemption shall cease to accrue, such
Series 1991 Bonds shall cease to be entitled to any benefit or
security under the Resolution, and the owners of such Series 1991
Bonds shall have no rights in respect thereof except to receive
payment of the redemption price thereof if money or Government
Obligations or a combination of both, sufficient to pay the
redemption price of the Bonds, plus accrued interest to the date
of redemption are held by the Paying Agent in trust for the
holders of the Bonds to be redeemed. If less than all of one
Series 1991 Bond is selected for redemption, the registered owner
of such Series 1991 Bond or his legal representative shall present
and surrender such Series 1991 Bond to the Paying Agent for
payment of the principal amount of the Series 1991 Bond called for
redemption, and the City shall execute and the Bond Registrar
shall authenticate and deliver to or upon the order of such owner
or his legal representative, without charge, for the unredeemed
portion of the principal amount of the registered Series 1991 Bond
so surrendered, a new Series 1991 Bond of the same series and
maturity, bearing interest at the same rate and of any
denomination or denominations authorized by the Resolution.
The registered owner of this Bond shall have no right to enforce
the provisions of the Resolution, or to institute action to
enforce the covenants therein, or to take any action with respect
to any event of default under the Resolution, or to institute,
appear in or defend any suit or other proceeding with respect
thereto, except as provided in the Resolution.
Modifications or alterations of the Resolution or of any
ordinance supplemental thereto or amendatory thereof may be made
only to the extent and in the circumstances permitted by the
Resolution.
This Bond is transferable only upon an assignment duly executed
by the registered owner hereof in person or by his duly authorized
attorney or legal representative in such form as shall be
satisfactory to the Bond Registrar, but only in the manner,
subject to the limitations and upon payment of the charges
M*�
provided in the Resolution, and upon surrender and cancellation of
this Bond. Bonds may be exchanged for a like aggregate principal
amount, interest rate and maturity, and the City shall execute and
deliver and the Bond Registrar shall authenticate such Bonds.
The Bond Registrar shall not be required to transfer or exchange
any Bond during the period of fifteen (15) days next preceding any
interest payment date of such Bond, or after such Bond has been
selected for redemption or has matured.
The City, the Bond Registrar and the Paying Agent shall deem and
treat the person in whose name this Bond is registered on the
books maintained by the Bond Registrar as the absolute owner of
this Bond, whether such Bond shall be overdue or not, for the
purpose of receiving payment thereof and for all other purposes
whatsoever, and neither the City nor the Bond Registrar shall be
affected by any notice to the contrary. All such payments shall be
valid and effectual to satisfy and discharge the liability upon
this Bond to the extent of the sum or sums so paid.
11