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85-KREsonuTio A RESOLUTION OF THE CITY CDUNCIL OF THE CITY OF BOYNTON BEACH, FLORIDA, SUPPORTING THE SOUTHEAST FLORIDA PLAN. WHEREAS, the Florida Legislature requested a plan for the develop- ment of a comprehensive public university presence in Southeast Florida; and WHEREAS, the Board of Regents approved and suhnitted the Southeast Florida Plan to the Legislature on January 15, 1985; and WHEREAS, the Southeast Florida Plan details a systematic and coor- dinated effort to accelerate the expansion of Florida Atlantic University and Florida International University; and WHEREAS, the Southeast Florida Plan would provide a comprehensive public university presence in Southeast Florida; and WHEREAS the continued economic development of the area is depen- dent upon the teaching, research and public service provided by a ~re- hensive state university presence; and WHEREAS, the economic expansion of the entire state is dependent upon establishing a nationally respected university systsm to make Florida competitive with other states in attracting industries. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BOYNTON BEACH, FLORIDA, ~IAT: Section 1. The City Council of the City of Boynton Beach hereby urges the Legislature and the Governor to take all possible measures to ensure the funding and implementation of the Southeast Florida Plan. PASSED and ADOPTED this~ day of .~~-~ , 1985. CITY OF BOYNTON BEACH, FLORIDA · ~lce Mayor c~cll Member ATTEST: ,~ City c~e~k ' (CorpOrate Seal ) Member RESOLUTION NO. 85-J A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE, PURSUANT TO PART II OF CHAPTER 159, FLORIDA STATUTES, AS AMENDED, OF NOT EXCEEDING $9,500,000 AGGREGATE PRINCIPAL AMOUNT OF THE CITY OF BOYNTON BEACH INDUSTRIAL DEVELOPMENT REVENUE BONDS (BOYNTON COMMERCENTER PROJECT), FOR THE PURPOSE OF PAYING ALL OR A PORTION OF THE COST OF THE ACQUISTION, CONSTRUCTION AND INSTALLATION BY BOYNTON COMMERCENTER GENERAL PARTNERSHIP OF A CAPITAL PROJECT CONSISTING OF A WAREHOUSE AND DISTRIBUTION FACILITY FOR LEASE TO ONE OR MORE ENTITIES TO BE APPROVED BY THE CITY COUNCIL OF THE CITY OF BOYNTON BEACH, FLORIDA; PROVIDING THAT SUCH REVENUE BONDS SHALL NOT CONSTITUTE A DEBT, LIABILITY OR OBLIGATION OF THE CITY OF BOYNTON BEACH OR OF THE STATE OF FLORIDA OR OF ANY POLITICAL SUBDIVISION THEREOF BUT SHALL BE PAYABLE SOLELY FROM THE REVENUES AND PROCEEDS PROVIDED THEREFOR; APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN INSTALLMENT PURCHASE CONTRACT PROVIDING FOR THE SALE OF SAID CAPITAL PROJECT TO BOYNTON COMMERCENTER GENERAL PARTNERSHIP AND FOR THE DELIVERY BY A BANK, INSURANCE COMPANY OR FINANCIAL INSTITUTION OF A LETTER OF CREDIT OR OF ANOTHER CREDIT ENHANCEMENT FACILITY AS DESCRIBED THEREIN; APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE SECURING SAID REVENUE BONDS; APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF A MORTGAGE AND SECURITY AGREEMENT GRANTING TO THE CITY A FIRST LIEN ON AND A FIRST SECURITY INTEREST IN THE PROJECT AND THE SITE THEREOF; APPROVING THE FORMS OF A GUARANTY AGREEMENT AND AN ASSIGNMENT OF LEASES AND RENTS; AN~ AUTHORIZING PROCEEDINGS VALIDATING SAID REVENUE BONDS BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BOYNTON BEACH, FLORIDA: Section 1. The City Council' of The City of Boynton Beach, Florida (herein called the "City Council"), has found and determined and does hereby declare that: (a) The City of Boynton Beach (herein called the "Issuer") is authorized by the Florida Industrial Development Financing Act, which as codified and amended appears as Part II of Chapter 159, Florida Statutes (herein called the "Act"), to finance and refinance capital projects, including industrial and manufacturing plants and warehouse and distribution facilities for the purposes of promoting and fostering the economic development of The City of Boynton Beach, Florida and otherwise contributing to the welfare and economic development of the State of Florida and its people; to issue revenue bonds payable solely from revenues derived from the sale, operation or leasing of such capital projects or other payments received under financing agreements with respect thereto; and to provide for the issuance of revenue refunding bonds for the purpose of refunding any bonds then outstanding which shall have been issued under the provisions of the Act, including the payment of any redemption premium thereon and any interest accrued or to accrue to the date of redemption of such bonds and for constructing improvements, additions, extensions, or enlargements of the project in connection with which the bonds to be refunded shall have been issued'and for paying the cost of any additional project; (b) The Issuer has arranged with Boynton Commercenter General Partnership, a general partnership organized and existing under the laws of the State of Florida (herein called the "Partnership"), for the acquisition, construction and installation (herein called "Acquisition") by the o Partnership, on the Project Site described in Exhibit B to the Contract hereinafter mentioned, of the buildings and machinery and equipment described in Exhibit A to the Contract (herein called the "Project"), for lease by the Partnership to, and for use by, the Tenants (hereinafter mentioned) as warehouse and distribution facilities, which project will be of the character of project permitted by, and accomplish the purpose of, the Act; (c) The Issuer will enter into an Installment Purchase Contract (herein called the "Contract") with the Partner- ship, pursuant to wh~ich the Issuer will sell the Project to the Partnership, and the Partnership will purchase the Project from the Issuer, and pursuant to which the Partner- ship will agree to pay the purchase price of the Project and interest thereon in installments in the amounts, due on the dates required for the Issuer to cause payment to be made to the owners of the Bonds hereinafter mentioned of the principal of and premium, if any, and interest on the Bonds, whether at maturity, upon redemption or acceleration or otherwise (herein called the "Purchase Price Installments"); and the Issuer has determined that it is desirable and in the public interest for the Issuer to sell the Project to the Partnership under the Contract; (d) The Contract, in accordance with and as required by the Act, provides for the payment by the Partnership of the Purchase Price Installments in amounts sufficient to pay the principal of and premium, if any, and interest on the Bonds as the same shall become due and payable, and the Contract further obligates the Partnership to pay the cost of maintaining, repairing and operating the Project; (e) To secure the Partnership's obligation to pay the Purchase Price Installments, the Partnership will enter into a Mortgage and Security Agreement (herein called the "Mortgage"), whereby the Partnership will grant to the Issuer, subject to Permitted Emcumbrances (as defined in the Mortgage), a first mortgage lien on and first security interest in the property described in Exhibit A to the Mortgage (herein called the "Mortgaged Property"), on a parity with the mortgage lien on and security interest to be granted by the Partnership to the Bank hereinafter mentioned pursuant to the Bank Mortgage (as defined in the Contract); (f) As provided in Section 8.1 of the Contract, the Partnership will lease all or portions of the Project to the Tenants and for the purposes, and under leases, to be approved by the City Council in a resolution or resolutions to be adopted by the City Council prior to the execution and delivery by the Partnership of each such lease; (g) As further security for the Partnership's obligations under the Contract, the Partnership will assign to the Issuer all of the leases and the Partnership's rights thereunder, to the extent and as provided in an Assignment of Leases and Rents (herein called the "Lease Assignment"), from the Partnership to the Issuer; (h) As additional security for the Partnership's obligations under the Contract, the Partnership will cause to be delivered to the Issuer a Guaranty Agreement from Wayne and Susan Gerl and Iraj and Etane Motazedi (herein called the "Guarantors") to the Issuer (herein called the W'Guaranty"), pursuant to which the Guarantors, jointly and severally, will guarantee the prompt and full payment when due of all amounts to be paid by the Partnership under the Contract, and pursuant to which the Guarantors will, if requested by the Bank, execute and deliver to the Issuer a mortgage and security agreement (herein called the "Guaranty Mortgage") granting to the Issuer a second mortgage lien on and a second security interest in certain properties owned by the Guarantors; (i) The Issuer will enter into a Trust Indenture (herein called the "Indenture"), between the Issuer and a national banking association or a bank or trust company organized under the laws of one of the states of the United States of America and acceptable to the Issuer and the Partnership (herein called the "Trustee"), to secure the payment of the Bonds issued thereunder; (j) The revenues and proceeds to be derived under the Contract will be adequate to pay the principal of and premium, if any, and interest on the Bonds; (k) The Contract provides that for the Series 1985 Bonds hereinafter authorized, the Partnership will cause to be delivered to the Trustee an irrevocable letter of credit (herein called, together with any Alternate Letter of Credit, as defined in the Contract, the "Letter of Credit") obligating the issuer of the Letter of Credit (herein called the "Bank") to pay to the Trustee upon request and in accordance with the terms thereof up to (i) an amount equal to the aggregate principal amoun~ of the Series 1985 Bonds then outstanding (A) to pay the principal of such Series 1985 Bonds when due, whether at maturity, upon redemption, acceleration or otherwise, (B) to enable the Trustee or the Tender Agent (as defined in the Indenture) to pay the purchase price or portion thereof equal to the principal amount of such Bonds delivered to the Trustee or the Tender Agent and not remarketed and (C) to enable the Partnership to pay the purchase price or portion thereof of Series 1985 Bonds to be purchased by the Partnership and not remarketed pursuant to the Indenture, (ii) an amount equal to accrued interest on the Series 1985 Bonds (A) to pay interest on the Series 1985 Bonds, (B) to enable the Trustee or the Tender Agent to pay the portion of the purchase price equal to accrued interest, if any, on Series 1985 Bonds delivered to the Trustee or the Tender Agent for purchase and (C) to enable the Partnership to pay the portion of Series 1985 Bonds purchased by the Partnership pursuant to the Indenture, and (iii) possibly, an amount equal to the premium, if any, payable on the Series 1985 Bonds; and (1) Pursuant to a Reimbursement Agreement, between the Partnership and the Bank, the Partnership will be obligated to reimburse the Bank for all amounts drawn under the Letter of Credit by the Trustee or the Tender Agent and will secure its obligations by executing and delivering to the Bank the Bank Mortgage and the Bank Assignment (each as defined in the Contract). Section 2. For the purposes of paying all or a portion of the cost of the Project (including among such costs, a deposit to the Debt Service Reserve Fund created by the Indenture), the issuance and sale of revenue bonds of the Issuer (herein called the "Series 1985 Bonds" and, together with any additional bonds issued under the Indenture, the "Bonds") under the authority of the ACt, in the aggregate principal amount of not exceeding Nine Million Five Hundred Thousand Dollars ($9,500,000) are hereby authorized. The Series 1985 Bonds shall be sold at public or private sales in such total amount, at one time or in such series from time to time and in such principal amounts, and for such price or prices consistent with the Act and Florida law as shall be determined by subsequent resolution or resolutions of the City Council. The Series 1985 Bonds of each series shall be designated "The City of Boynton Beach Industrial Development Revenue Bonds (Boynton Commercenter Project)", shall have such series designations, shall be dated, shall bear interest until their payment on such dates and at such rate or rates, not exceeding the maximum rate permitted by law, including variable and floating rates determined by third parties (appointed by the Partnership or the Issuer) on the basis of an index to be approved by the Issuer or solely on the basis of prevailing market conditions, shall consist of serial Bonds and term Bonds or of serial or term Bonds only, maturing at such time or times (not later than forty (40) years from their date), shall be subject to redemption at such times and prices, and shall have such mandatory sinking fund redemption requirements, if any, and such mandatory purchase provisions, all as shall be determined by the City Council by resolution or resolutions adopted prior to the issuance of the Series 1985 Bonds of each series. The proceeds of the Series 1985 Bonds herein authorized shall be applied to the payment of the Cost of Acquisition of the Project, including a deposit to the Debt Service Reserve Fund and reimbursement to the Partnership for any Cost of the Project heretofore or hereafter paid by the Partnership from its own funds or from proceeds of temporary loans obtained by the Partnership after June 12, 1984 to pay a portion of the Cost of the Project. The Issuer, from time to time, under the conditions, limitations and restrictions set forth in the Indenture, may issue additional series of Bonds for the purpose of paying all or any portion of the cost of completing the Acquisition of the Project, the cost of repairing, replacing or restoring the Project in the event of damage, destruction or Eminent Domain (as defined in the Contract) if the net proceeds of any insurance or award are insufficient, and the cost of any additions, alterations or improvements to the Project, and Bonds for the purpose of refunding all or any of the Bonds of any series issued under the Indenture. The Series 1985 Bonds shall be substantially in the form set forth in the Indenture with such appropriate variations, omissions or insertions as are permitted or required by the Indenture, and may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or any usage or requirement of law with respect thereto. The Series 1985 Bonds shall be registered, shall be payable at the places and in the manner, shall be in such denominations, shall bear interest, shall be executed, authenticated and delivered, shall be secured by a letter or letters of credit, a line or lines of credit or such other credit enhancement facility 12. and shall have such further details all as provided in the Indenture or as shall be fixed by resolution or resolutions of the City Council adopted prior to the issuance of the Series 1985 Bonds of each series. The Series 1985 Bonds and the premium, if any, and interest thereon shall not be deemed to constitute a debt, liability or obligation of the Issuer or of the State of Florida or any political subdivision thereof or a pledge of the faith and credit of the Issuer or of the State of Florida, or any political subdivision thereof but shall be payable solely from the revenues provided therefor. The Issuer shall not be obligated to pay the Series 1985 Bonds or the premium, if any, or the interest thereon except from the Purchase Price Installments, the Series 1985 Bonds, payments under the Letter of Credit, funds derived from enforcement of the Mortgage, the Lease Assignment, the Guaranty and the Guaranty Mortgage and other revenues and proceeds derived from the sale, operation or leasing of the Project, and neither the faith and credit nor any taxing power of the Issuer or of the State of Florida or of any political subdivision thereof is to be pledged to the payment of the principal of or the premium, if any, of interest on the Series 1985 Bonds. Section 3. In order to secure the payment of the principal of and premium, if any, and interest on the Series 1985 Bonds, according to their tenor, purport and effect, and in order to secure the performance and observance of all of the covenants, agreements and conditions in the Series 1985 Bonds, the execution and delivery of the Indenture by and between the Issuer and the Trustee are hereby authorized, and the Indenture shall be substantially in the form hereinafter provided and shall be executed and deliverd in the manner there~n set forth. The Indenture hereinabove authorized to be executed and delivered shall be substantially in the form presented to the City Council at the meeting of the City Council at which this resolution is adopted and as filed in the records of the Issuer [Indenture proof 1/28/85], subject to such changes, insertions and omissions and such filling in of blanks therein as may be approved and made in such form of Indenture by the officers of the Issuer executing the same pursuant to this Section, and the execution of the Indenture for and on behalf of the Issuer by the Mayor or Vice Mayor of the Issuer with the official seal of the Issuer impressed thereon and attested by the Clerk or any Deputy Clerk shall be conclusive evidence of any such approval. Section 4. As authorized by and in conformity with the Act, it is desirable and in the public interest that the Project be sold by the Issuer to the Partnership pursuant to the Contract, and the execution and delivery of the Contract by and between the Issuer and the Partnership are hereby approved and authorized. The Contract shall be substantially in the form presented to the City Council at the meeting of the City Council at which this resolution is adopted and as filed in the records of the Issuer 14. [Contract proof 1/28/85], subject to such changes, insertions and omissions and such filling in of blanks therein as may be approved and made in such form of Contract by the officers of the Issuer executing the same pursuant to this Section, and the execution of the Contract for and on behalf of the Issuer by the Mayor or Vice Mayor of the Issuer with the official seal of the Issuer impressed thereon and attested by the Clerk or any Deputy Clerk shall be conclusive evidence of any such approval. Section 5. The forms of the Mortgage and of the Lease Assignment from the Partnership to the Issuer and the form of the Guaranty from the Guarantors to the Issuer are hereby approved, and the execution and delivery of each of the Mortgage, the Lease Assignment and the Guaranty in substantially the forms of the Mortgage, the Lease Assignment and Guaranty presented to the City Council at this meeting [Mortgage proof 1/28/85; Lease Assignment proof 1/28/85 and Guaranty proof 1/28/85] are hereby authorized, subject to such changes, additions, omissions and filling in of blanks therein as may be approved and made in such form of Mortgage, Lease Assignment or Guaranty by the officers of the Issuer executing the Indenture, the execution and delivery of the Indenture by such officers being conclusive evidence of any such approval of the final forms of the Mortgage, the Lease Assignment and the Guaranty. Section 6. The officers, employees and agents of the Issuer are hereby authorized and directed to do all acts and things 15. required therein by the provisions of the Series 1985 Bonds authorized by this resolution and by the provisions of the Indenture, the Mortgage, the Guaranty, the Lease Assignment, the Guaranty Mortgage, the Letter of Credit and the Contract, for the full, punctual and complete performance of all the terms, covenants, provisions and agreements of the Series 1985 Bonds, the Indenture, the Mortgage, the Guaranty, the Letter of Credit and the Contract, and also to do all acts and things required of them by the provisions of this resolution. Section 7. The City Council hereby determines that the criteria and requirements of Section 159.29 of the Act have been or will be complied with - to wit: (a) The Project is appropriate to the needs and circumstances of, and will make a significant contribution to the economic growth of the Issuer and Palm Beach County; will preserve and provide ganinful employment; and will serve a public purpose by fostering economic development and improving the general welfare of the State of Florida and its people; (b) Taking into account the Letter of Credit, the Guaranty and the Lease Assignment, the Projec~ is to be sold to a financially responsible entity which is fully capable and willing to fulfill its obligations under the Contract and the Mortgage, including the obligation {o pay the Purchase Price Installments in the amounts and at the times required to provide for the timely paymen5 of the principal of premium, if any, and interest on the Series 1985 Bonds, the obligation to operate, repair and maintain the Project at its own expense, and to serve the purposes of the Act and such other obligations and responsibilities imposed under the Contract and the Mortgage; (c) The Issuer and the other local agencies in Palm Beach County will be able to cope satisfactorily with the impact of the Project and will be able to provide, or cause to be provided when needed, the public facilities, including utilities and public services, that will be necessary for the construction, operation, repair and maintenance of the Project and on account of any increases in population or other circumstances resulting therefrom; (d) Adequate provision is made in the Contract and in the Mortgage and will be made in each of the Leases for the operation, repair and maintenance of the Project at the expense of the Partnership and the Tenants, and in the Contract for the payment by the Partnership of the Purchase Price Installments sufficient to pay the principal of premium, if any, and the interest on the Bonds; and (e) Taking into account that the Partnership will be required to lease the Project to Tenants approved by the Issuer, the costs, including the costs of a reserve for debt service, to be paid from the proceeds of the Series 1985 Bonds are "costs" of a "project" within the meaning of the Act. Section 8. The Issuer hereby determines that the Project to be financed with the proceeds of the Series 1985 Bonds will create new job opportunities, will provide a net increase in capital investment in The City of Boynton Beach; and will foster economic development in The City of Boynton Beach, that issuing revenue bonds to pay the Cost of the Project will serve a public purposed and that it is in the public interest to facilitate the financing of a warehouse and distribution facility by the issuance of non-recourse, revenue bonds of the Issuer. Section 9. In case any one or more of the provisions of this resolution, the Indenture, the Mortgage, the Guaranty, the Letter of Credit, the Lease Assignment, the Guaranty Mortgage or the Contract or of the Series 1985 Bonds shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions of this resolution, the Indenture, the Mortgage, the Guaranty, the Lease Assignment or the Contract, and the Series 1985 Bonds shall be construed and enforced as if such illegal or invalid provision had not been contained therein. Section 10. The Series 1985 Bonds are to be issued and this resolution is adopted and the Indenture, the Mortgage, the Guaranty, the Lease Assignment and the Contract Shall be executed 18. with the intent that the laws of the State of Florida shall govern their construction. Section 11. The proper offiCers of the Issuer are hereby authorized and directed to initiate appropriate proceedings for the validation of the Series 1985 Bonds provided to be issued under this resolution. Section 12. This resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 5th day of February, 1985. CITY OF BOYNTON BEACH, FLORIDA ATTEST: MAYOR CIL MEMBERTM - (Seal) 19. STATE OF FLORIDA COUNTY OF PALM BEACH I, Betty S. Boroni, City Clerk of The City of Boynton Beach, Florida, do hereby certify that the foregoing is a true copy of a resolution adopted by the City Council of The City of Boynton Beach at a regular meeting held on the 5th day of February, 1985: SUBJECT: "A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE, PURSUANT TO PART II OF CHAPTER 159, FLORIDA STATUTES, AS AMENDED, OF NOT EXCEEDING $9,500,000 AGGREGATE PRINCIPAL AMOUNT OF CITY OF THE BOYNTON BEACH INDUSTRIAL DEVELOPMENT REVENUE BONDS (BOYNTON COMMERCENTER PROJECT), FOR THE PURPOSE OF PAYING ALL OR A PORTION OF THE COST OF THE ACQUISTION, CONSTRUCTION AND INSTALLATION BY BOYNTON COMMERCENTER GENERAL PARTNERSHIP OF A CAPITAL PROJECT CONSISTING OF A WAREHOUSE AND DISTRIBUTION FACILITY FOR LEASE TO ONE OR MORE ENTITIES TO BE APPROVED BY THE CITY COUNCIL OF THE CITY OF BOYNTON BEACH, FLORIDA; PROVIDING THAT SUCH REVENUE BONDS SHALL NOT CONSTITUTE A DEBT, LIABILITY OR OBLIGATION OF THE CITY OF BOYNTON BEACH OR OF THE STATE OF FLORIDA OR OF ANY POLITICAL SUBDIVISION THEREOF BUT SHALL BE PAYABLE SOLELY FROM THE REVENUES AND PROCEEDS PROVIDED THEREFOR; APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN INSTALLMENT PURCHASE CONTRACT PROVIDING FOR THE SALE OF SAID CAPITAL PROJECT TO BOYNTON COMMERCENTER GENERAL PARTNERSHIP AND FOR THE DELIVERY BY A BANK, INSURANCE COMPANY OR FINANCIAL INSTITUTION OF A LETTER OF CREDIT OR OF ANOTHER CREDIT ENHANCEMENT FACILITY AS DESCRIBED THEREIN; APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE SECURING SAID REVENUE BONDS; APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF A MORTGAGE AND SECURITY AGREEMENT GRANTING TO THE CITY A FIRST LIEN ON AND A FIRST SECURITY INTEREST IN THE PROJECT AND THE SITE THEREOF; APPROVING THE FORMS OF A GUARANTY AGREEMENT AND AN ASSIGNMENT OF LEASES AND RENTS; AND AUTHORIZING PROCEEDINGS VALIDATING SAID REVENUE BONDS", WITNESS my hand and the official seal of the City Council of The City of Boynton Beach, this 5th day of February, 1985, in Boynton Beach, Florida. /City Clerk February 5, 1985 7:~'30 ~"~ C~lock P.M. The City Council of The City of Boynton Beach, Florida met in open public session at its regular meeting place at the City Hall , in The City of Boynton Beach, Florida, at 7:30 o'clock P. M. on February 5, 1985, with the Mayor presiding, and the following City Council members present: Vice Mayor Robert Ferreil, Councilman Nick Cassandra, Councilman Also present: James R. Warnke, & Councilman Samuel L..Wright After the meeting had been duly called to order, a resolution entitled: "A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE, PURSUANT TO PART II OF CHAPTER 159, FLORIDA STATUTES, AS AMENDED, OF NOT EXCEEDING $9,500,000 AGGREGATE PRINCIPAL AMOUNT OF THE CITY OF BOYNTON BEACH INDUSTRIAL DEVELOPMENT REVENUE BONDS (BOYNTON COMMERCENTER PROJECT), FOR THE PURPOSE OF PAYING ALL OR A PORTION OF THE COST OF THE ACQUISTION, CONSTRUCTION AND INSTALLATION BY BOYNTON COMMERCENTER GENERAL PARTNERSHIP OF A CAPITAL PROJECT CONSISTING OF A WAREHOUSE AND DISTRIBU- TION FACILITY FOK LEASE TO ONE OR MORE ENTITIES TO BE APPROVED BY THE CITY COUNCIL OF THE CITY OF BOYNTON BEACH, FLORIDA; PROVIDING THAT SUCH REVENUE BONDS SHALL NOT CONSTI- TUTE A DEBT, LIABILITY OR OBLIGATION OF THE ~ITY OF BOYNTON BEACH OR OF THE STATE OF FLORIDA OR OF ANY POLITICAL SUB- DIVISION THEREOF BUT SHALL BE PAYABLE SOLELY FROM THE REVE- NUES AND PROCEEDS PROVIDED THEREFOR; APPROVING AND AUTHORIZ- ING THE EXECUTION AND DELIVERY OF AN INSTALLMENT PURCHASE CONTRACT PROVIDING FOR THE SALE OF SAID CAPITAL PROJECT TO BOYNTON COMMERCENTER GENERAL.PARTNERSHIP AND FOR THE DELIVERY BY A BANK, INSURANCE COMPANY OR FINANCIAL INSTITUTION OF A LETTER OF CREDIT OR OF ANOTHER CREDIT ENHANCEMENT FACILITY AS DESCRIBED THEREIN; APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE SECURING SAID REVENUE BONDS; APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF A MORTGAGE AND SECURITY AGREEMENT GRANTING TO THE CITY A FIRST LIEN ON AND A FIRST SECURITY INTEREST IN THE PROJECT AND THE SITE THEREOF; APPROVING THE FORMS OF A GUARANTY AGREEMENT AND AN ASSIGNMENT OF LEASES AND RENTS; AND AUTHORIZING PROCEEDINGS VALIDATING SAID REVENUE BONDS", was introduced in written form by City Attorney. Pursuant to motion made by City Council Member Ferrell and seconded by City Council Member Wriqht , the foregoing resolution was adopted by the following vote: Ayes: 5 Nays: 0 The resolution was thereupon signed by the Mayor, attested by the Clerk, and declared to be in effect. Pursuant to motion duly made and carried, the meeting was adjourned. (Seal) ATTEST: City Clerk o STATE OF FLORIDA COUNTY OF PALM BEACH I, Betty S. Boroni, do hereby certify that I am the duly elected, qualified and acting City Clerk of The City of Boynton Beach, Florida. I further certify that the above and foregoing constitutes a true and complete copy of certain extracts of the minutes of a regular meeting of the City Council of The City of Boynton Beach, Florida held on February 5, 1985, insofar as the same relate to the adoption of the resolution therein described, as said minutes are officially of record in my possession. IN WITNESS WHEREOF, I have hereunto subscribed by signature and impressed hereon the official seal of said City this 5th day of February, 1985. [SEAL] City Clerk o