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76-TTRESOLUTION NO. 76'TT A RESOLUTION PROVIDING FOR THE ACQUISITION AND CONST- RUCTION OF CERTAIN CAPITAL PROJECTS IN THE CITY OF BOYNTON BEACH, FLORIDA; PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING $865,000 CAPITAL IMPROVEMENT P~VENUE BONDS, SERIES 1976, OF THE CITY OF BOYNTON BEACH, FLORIDA, TO PAY THE COST THEREOF; PROVIDING FOR RIGHTS OF THE HOLDERS THEREOF; PROVIDING FOR PAY~.~NT THEREOF; AND ~KING CERTAIN OTHER COVENANTS AND AGF~EMENTS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BOYNTON BEACH, FLORIDA: SECTION t. AUTHORITY FOR THIS RESOLUTION. This resolution is adopted pursuant to Chapter 166, Part II, FlOrida Statutes, and other applicable provisions of law. SECTION 2. DEFINITIONS. The following terms shall have the following meanings herein, unless the text otherwise expressly requires: A. "Issuer" shall mean the City of Boynton Beach, Florida. B. "Act" shall mean Chapter 166, Part II, Florida Statutes, and or'her applicable provisions of law. C. "Obligations" shall mean the ~evenue and Improvement Bonds h'erein authorized to be issued. D. "Holder of obligations" or "obligation holders" or any similar term shall mean any person who shall be the bearer or owner of.any outstanding obligations registered to bearer, or not registered, or the registered owner of any such obligation or obligations which shall at the time be registered other than to bearer. E. "Municipal financial assistance trust funds" shall mean those funds distributable to the issuer from the municipal financial assistance trUst fund of the State of Florida pursuant to Chapter 200, Section 200.132, Florida Statutes. F. "Investment income" shall mean the income derived from ±nv'estment of funds in the Reserve Account pursuant to Section 14D o'f ~this resolution. G. "Resolution" shall mean this resolution. H. "Authorized investments" shall mean direct obligations of the United States of America, obligations unconditionally guaranteed by the United S ~aues of America or time deposits represented o~ cer- tificates of deposit fully secured in the manner Provided by the~!aws o~ the State of Florida. I. "Project" shall mean the acquisition and construction of additions, extensions and improvements to the police' station complex of the issuer; the acquisition of land for a city park within the boundaries of the issuer; and the acquisition and construction of improvements to the city cemetery of the issuer; all as more parti- cularly described in the plans and sPecifications therefor now on file or to be on file in the office ~of the City Clerk of the issuer. J. "Fiscal year" shall mean the period commencing on October 'I of each year and ending on the succeeding September 30. K. "Pledged funds" shall mean collectively~ the municipal fi- nancial assistance trust funds and the investment income. Words importing singular number shall include the plural number in each case and vice versa, and words importing persons Shall include -firms and corporations. SECTION 3. FINDINGS. It is hereby found and determined am Yollows: A. It is necessary and desirable-'to~acquire and construct the project. The estimated cost of the project is the sum of $865r000. Such cost shall be deemed to include the cost of the construction ~nd acquisition of the mmprovements, including the acquisition of any lands or interest therein or any other properties deemed necessary ~or convenient therefor; engineering, legal and financing expenses; '~expenses for plans, specifications and surveys; administrative expenses relating solely to such construction and acquisition; repayment of any loans or advances made or to be made for the project by the issuer; discount on the sale of the obligationsf if any; the creation and establishment of ~reasonable reserves for debt service; ~nd such other expenses as may be necessary or incidental to the ~financin~ authorized herein and the construction and acquisition of the project and the placing of the same in operation. B. Pursuant to the Act and Chapter 200, Section 200.i32, ~,t~rida Statu~es, the issuer i's authorized to pledge the municipal .financial assistance trust funds to pay the principal of and interest ~on the obligations to be issued as hereinafter set forth. The pro- Ceeds of the municipal financial assistance trust funds are not now pledged or encumbered in any manner. -2- C. During its fiscal year ending September 30, 1975, the issuer received municipal financial assistance trust funds in the amount of $86,124 and it is estimated that this amount witi increase at the rate of four per centum (4%) per year. D. The principal of and interest on the obligations to be issued pursuant to this resolution and all other payments provided for herein wilt be payable solely~from the pledged funds and from all other funds of the issuer derived from sources other than ad valorem taxation and legally available for such purpose, as herein provided, ~and such funds will be sufficient for such purposes. E. The issuer will not be required to levy. taxes on any real property within the boundaries of the issuer to pay the principal of ~and interest on the obligations herein authorized or to make any other payments provided for herein. SECTION 4. RESOLUTION TO CONSTITUTE CONTRACT. tn consideration of 7the acceptance of the obligations authorized to be issued hereunder by those who shall hold the same from time to time, this resolution shall be deemed to be and shall constitute a contract between the issuer and sueh holders. The covenants and agreements herein set forth to be per- formed by the issuer shall be for the equal benefit, protection and security of the legal holders of any and all of such obligations and the coupons attached thereto, all of which shall be of equal rank and without preference, priority or distinction of any of the obligations or coupons over any other thereof, except as expressly provided therein and herein. SECTION 5. AUTHORIZATION OF OBLIGATIONS. Subject and pursuant to the provisions of this resolution, obligations of the issuer to be known as "Capital Improvement Revenue Bonds, Series 1976"~ herein sometimes re~erred to as "obligations", are hereby authorized to be issued in the .... ~gregate principal amount of not exceeding Eight Hundred Sixty-five ~housand Dollars ($865,000). SECTION 6. DESCRIPTIONS OF OBLIGATIONS. The obligations shall be dated August 1, 1976; shall be numbered consecutively from one upward; shall be in the denomination of $5,000 each; shall bear in- terest at non exceeding the maximum rate per annum as permitted by taw, such interest to be payable semi-annually -3- February and August of each year; and shall mature on February I in the years and amounts as follows: YEAR AMOUNT YEAR AMOUNT 1978 $30,000 1986 $55,000 1979 35,000 1987 55,000 1980 35,000 1988 60,000 1981 40,000 1989 65,000 1982 40,000 1990 70,000 1983 45,000 1991 75,000 1984 45,000 ~ 1992 80,000 1985 50,000 1993 85,000 ~Such obligations shall be issued in coupon form; Shall be payable to bearer unless registered as hereinafter provided; shall be payable with respect to both principal and interest at a place or places to .e dete~mzned by the issuer prior to the delivery of the obligations; shall be payable in lawful money of the United States of America; and shall bear interest from their date, payable in accordance with and upon surrender of the appurtenant interest coupons'as they severally mature. SECTION 7. EXECUTION OF OBLIGATIONS AND COUPONS. The obliga- tions shall be executed in the name of the issuer by its Mayor and countersigned and attested by its City Clerk, and its corporate seal or facsimile thereof shall be affixed thereto or reproduced thereon. 'The facsimile signature of the Mayor or City Clerk may be imprinted or reproduced on the obligations provided that at least one signature r~equired to be placed thereon shall be manually subscribed. In case any one or more of the officers who shall have signed or sealed any of the obligations shall cease to be such an officer of the issuer be~fore the obligations so signed and sealed shall have been actually .-sold and delivered, such obligations may nevertheless be sold and delivered as herein provided and may be issued as if the person who si[gned or sealed such obligations had not ceased to hold such office. Any ~obligation may be signed and sealed on behalf of the issuer by such person who at the actual time of the execution of such obligations shall hold the proper office in the issuer, although on the date. of such obligations such person may not have held such office or may not h~ve been so authorized. -4- The coupons attached to the obligations and the validation certi- ficate on the obligations shall be authenticated with the facsimile signature of any present or future Mayor of the issuer. The issuer may adopt and use for such purposes the facsimile signature of any person who shall have been such Mayor at any time on or after the date ~of the obligations, notwithstanding that he may have ceased to be such officer at the time such obligations shall be actually sold and delivered. SECTION 8. NEGOTIABILITY AND REGISTRATION. The obligations issued hereunder shall be, and shall have all of the qualities and incidents of negotiable instruments under the law merchant and the laws of the State of Florida, and each successive holder, in accepting any of the obligations or the coupons appertaining thereto, shall be conclusively deemed to have agreed that such obligations shall be and have all of the qualities and incidents of negotiable instruments under the law merchant and the laws of the State of Florida. The obligations may be registered at the option of the holder as to principal only at the office of the City Clerk of the issuer as Registrar, or such other Registrar as may be hereafter duly appointed, such registration to be noted on the back of the obligations in the space provided therefor. After such registration as to principal only, no transfer of the obligations shall be valid unless made at such office by the written assignment of the registered owner, or by his duly authorized attorney in-a form satisfactory to the Registrar, and similarly noted on the obligations, but the obligations may be discharged from registration by being in like manner transferred to bearer and thereupon transferability by delivery -shall be restored. At the option of the holder, the obligations may thereafter again from time to time be registered or transferred to bearer as before. Such registration as to principal only shall not · affect the negotiability of the coupons which shall continue to pass by delivery. Sm . SECTION 9. OBLIGATIONS MUTILATED, DESTROYED, zOLEN OR LOST In case any obligation shall become mutilated, or be destroyed, stolen or lost, the issuer may, in its discretion, issue and deiiver a new obligation with all unmatured coupons attached of like tenor as the -5- obligation and attached~coupons, if any, so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated obligation, upon surrender and cancellation of such mutilated obligation and attached coupons, if any, or in lieu of and substitution for the obliga- tion and attached coupons, if any, destroyed, stolen or lost, and upon the holder furnishing the issuer proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regula- .tions and conditions as the issuer may prescribe and paying such expenses. as the issuer may incur. All obligations and coupons so surrendered shall be cancelled by the City Clerk of the issuer. If any such obli- gations or coupons shall have matured or be about to mature, instead of issuing a substitute obligation or coupon, the issuer may pay the same, ~pon being indemnified as aforesaid, and if such obligation or coupons be lost, stolen or destroyed, without surrender thereof. Any such duplicate obligation and coupons issued pursuant to ~his section shall constitute original additional, contractual obligations on the part of the issuer whether or not the lost, stolen or destroyed ~btigations or coupons be at any time found by anyone, and such duplicate obligations and coupons shall be entitled to equal and proportionate benefits and rights as to lien on and source and security ~o~r payment from the funds, as hereinafter pledged, to the same extent as all other obligations and coupons issued hereunder. SECTION 10. PROVISION FOR REDEMPTION. The obligations maturing in the years 1978 to 1985, inclusive, shall not be redeemable prior to ~heir stated dates of maturity. The obligations maturing in the years 1~'86 to 1993, inclusive, shall be redeemable at the option of the issuer, in whole or in part, in inverse numerical order if less than all, on -August !, 1985, or any interest payment date thereafter, at the price of par and-accrued i~terest to the date of redemption plus a premium Of one and one-half per centum (1 1/2%). Notice of such redemption (i) shall be published at least thirty (30) days prior to the redemption date in a financial journal published in'the Borough of Manhattan, City and State of New York, (ii) shall be filed with the paying agent, and (iii) shall be mailed, postage -6- prepaid, to all registered owners of obligations to be redeemed at _s~rat!on books interest their addresses as they appear on the reg~ =- ' . shall cease to accrue on any obligation duly called for prior re- demption on the redemption date, if payment thereof has been duly provided. SECTION !1. CITY ATTORNEY. The City Attorney shall note on the face of each obligation that such obligation and the attached coupons have been approved by h~m as to form, language and executLoh. The facsimile signature of the city Attorney shall be sufficient for such purpose and he is hereby authorized tO fil'e"h~s official signature with the Department of State of the State of Florida pursuant to Section 116.34, Florida Statutes. SECTION 12. PO~i OF OBLiGATiO~S A~XTD COUPONS. The text of the obligations, the interest coupons and the certificate of validation to be attached thereto shall be of substantially the following form, with such omissions, insertions and variations as may be necessary and desirable and authorized or 6ermitted by this resolution or in any Subsequent resolution adopted prior to the issuance thereof: NO. $5,000 UNITED STATES OF ANLERICA STATE OF PLORiDA COUNTY OF PALM BEACH CITY OF BOYNTON BEACH CAPITAL IMPROVEP~NT REVENUE BOND SERIES 1976 KNOW ALL MEN BY THESE PRESENTS, that the City of Boynton Beach, Florida (hereinafter referred to as ."City"), for value received ~hereby promises to pay to the bea~er, or if this bond be registered, to the registered holder as herein provided, on the first day of February, 19 · solely from the special funds hereinafter mentioned, the principal sum of FIVE THOUSAND DOLLARS and to pay interest thereon from the date of this bond until payment ~iof such sum at the rate of per centum ( %) per annum, payable semi-annually on the first day of Nebruary and the first day of August of each year upon the presenta- tion and surrender of the annexed coupons as they severally fait'due. Both principal of and interest on this bond are payable at · or at the option of the holder et , in lawful money of the United States of America. This bond is one of an authorized issue of bonds, in the aggre- gate principal amount of Eight Hundred Sixty-five Thousand Dollars {~$'865,000) of like date~ cenor and effect, except as to number, interest rate (if all bonds do not bear the same rate of interest) and date of ~maturity, issued to finance the cost of the acquisitiOn and construc- ~tion of .additions, extensions and.improvements to the police station ~complex of the City; the acquisition of land for a City park; and the acquisition and construction of improvements to the City cemetery; under 'the authority of and in full compliance with the Constitution and Statutes of the State of Florida· including particularly Chapter L66, Part II, Florida Statutes, and other applicable provisions of law, and a resolution duly adopted by the City Council on the day of August, 1976, as supplemented (hereinafter collectively re, --¸8-- ferred to as the "Resolution"), and is subject to all the terms and conditions of such Resolution. The bonds of this issue of bonds of which this bond is one mat- uring in the y~ears 1978 to 1985, inclusive, are not redeemable prior to their stated dates of maturity. The bonds of this issue of bonds of which this bond is one maturing in the years 1986 to 1993, inclusive, ~_are redeemable at the option of the City, in whole or in part, in -verse numerical order if less than all, on August t, 1985, or any in- terest payment date thereafter, at the price of par and accrued interest to the date of redemption plus a premium of one and' one-half per cen- t~m (1 1/2%). Notice of such redemption shall be given in the manner required by the Resolution. This bond and the coupons appertaining thereto are payable from and secured by a prior lien upon and a pledge of the portion of the municipal financial assistance trust funds distributable'to the City pursuant to Chapter 200, Florida Statutes, and certain investment in- come derived from the investment of funds pursuant to the Resoln~tion, in the manner provided in the Resolution. This bond and the cou- pQns appertaining thereto are further payable from all other money of tke City derived from sources other than ad valorem taxation and le- gally available for such purpose, in the manner provided in the Resolu- tion. This bond does not constitute an indebtedness of the City within the meaning of any constitutional, statutory or charter provision or limitation and it is expressly agreed by the holder of this bond ~that such holder shall never have the right to require or compel the levy of ad valorem taxes for the payment of the principal of and interest n ~h~s bond or for the making of any sinking fund or other payment provided for in the Resolution. This bond and the indebtedness evidenced thereby shall not constitute a lien upon any property of or in the City but shall constitute a lien only upon the special funds of the Cisy in the manner above recited. It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed precedent -9- and in the issuance of this bond exist· have happened and have been performed in regular and due form and time as required by the Statutes and Constitution of the State of Florida applicable thereto, and that the issuance of this bond and of the issue of bonds of which this bond is one, does not violate any constitutional, statutory or charter limitation. This bond and the coupons appertaining thereto are and have all the qualities and incidents of a negotiable instrument under the law merchant and the laws of the State of Florida. This bond may be registered as to principal only in accordanCe with the provisions endorsed hereon. IN WITNESS WHEREOF· the City of Boynton Beach, Florida has issued this bond and has caused the same to be signed by its Mayor and attest- ed and countersigned by its City Clerk, either manually or with their facsimile signatures, and its corporate seal to be affixed, imPressed, imprinted, !ithographed or reproduced hereon; and has caused the in- <terest coupons hereto attached to be executed with the facsimile signa- tur.e of such Mayor all as of the first day of August, I976. (SEAL) ATTESTED AND COUNTERSIGNED: ~'ity Clerk CITY OF BOYNTON BEACH, FLORIDA By Mayor The foregoing bond and attached coupons have been approved by me as to form, language and execution. FORM OF COUPON City Attorney No. $ On the first day of , 19 , unless the bond to which this coupon is attached is callable and has been duly called for pricr~redemption and provision duly made for the payment thereof, the City of Boynton Beach, Florida promises to pay to. bearer at , or at the option o.f the holder at from the special funds described in the bond to which this coupon is -10- attached, the amount shoWn hereon~ in lawful money of the United States of America upon presentation and surrender of this coupon, being six months' interest then due upon its Capital Improvement Revenue Bond, Series i976,- dated August 1, 1976, numbered (SEAL) CITY OF BOYNTON BEACH, FLORIDA Mayer VALIDATION CERTIFICATE This bond is one of a series of bonds which were validated and confirmed by judgment of the Circuit Court, Fifteenth Judicial Cir- cuit, in and for Palm Beach County, Florida, rendered on 1976. Mayor, City of Boynton Beach, Florida REGISTRATION PROVISIONS This bond mav be registered as to principal only in the name of the holder on the books to be kept by the City Clerk of the ~City of Boynton Beach, Florida, as Registrar, or such other RegiStrar .~as may be subsequently designated by such City, such-registration 'being noted hereon by such Registrar in the registration blank below~ after which no transfer shall be valid unless made by the registered 'hQlder, or his attorney duly authorized, and noted on such books and in the registration blank below, but it may be discharged from regis- tration by being transferred to bearer after which it shall be trans- ~ferable by delivery, but it may be again registered as before. Such megistration shall no5 restrain the negotiability of the coupons by delivery. ,DATE OF IN WHOSE NAME SIG~ATURE OF ~P~GIST~TION REGISTERED ..REGISTRAR -1t- SECTION 13. SECURITY FOR OBLIGATIONS. The principal of and interest on the obligations shall be secured forthwith equally and ratably by a prior l~en upon and a pledge of the pledged funds, as herein defined, and the issuer does hereby irrevocably pledge such pledged funds to the payment of the principal of and interest'on the obligations, for reserves therefor, and for all other required payments herein. The current required paymentg provided for herein, including the - principal of and interest on the obligations, shall be additionally payable equally and ratably from all other funds of the issuer derived from sources other than ad valorem taxation and legally -available for such purposes (hereinafter called "non-ad valorem 'funds"). The foregoing shall not, however, be deemed to create any lien on such non-ad valorem funds, nor prevent the issuer from pledging specifically hereafter any of such funds. In the event it is necessary for the issuer to use and apply such non-ad valorem funds as above provided, the issuer, from the first surplus money derived from the municipal financial assistance trust funds shall reimburse the general fund of the issuer for the amount of such funds actually used and applied in accordance with the terms of this resolution. SECTION 14. OBLIGATIONS NOT DEBT OF ISSUER. Neither the obliga- tions nor coupons shall be or constitute general obligations or i~debtedness of the issuer within the meaning of any constitutional or statutory limitation of indebtedness, but shall be payable from and secured by a prior lien upon and a pledge of the pledged funds, and shall he.additionally payable from the non-ad valorem funds, as herein provided. No holder or. holders of any obligations issued hereunder or of any cou- pons appertaining thereto shall ever have the right to compel the levy Of~ad valorem taxes to pay~the obligations or interest thereon. SECTION 15.~ COVENANTS OF ISSUER. For as long as any of the priincipal of and interest on any of the obligations shall be outstanding- and unpaid or until there shall have been set apart in the Sinking Fund, ~including the Reserve Account therein, a sum sufficient to pay when due, .the entire principal of the obligations remaining unpaid, together with -12- interest accrued or to accrue thereon, the issuer covenants with the holders of each and all of the obligations as follows: A. REVENUE FUND. The pledged funds, as and when so received, shall be deposited into a special fund, which is hereby created and de- signated "Capital Improvements Revenue Fund" (hereinafter sometimes called the "Revenue Fund"). The Revenue Fund will be administered~ held and applied only for the purposes and in the manner herein provided. B. FLOW OF FUNDS. All,money at any time remaining on deposit in the Revenue Fund shall be disposed of on or before the fifteenth (I5th) day of each month, commencing in the month immediately following the de- livery of the obligations, only in the following manner and following order of priority: 1. First, for deposit into a separate fund which is hereby ~e~eated and designated the "Capital Improvement Revenue Bonds Sinking Fund" (hereinafter called "Sinking Fund"), such amounts as will be sufficient to pay one-sixth (1/6) of all interest becoming due on the ~a~ligations on the next semi-annual interest payment date and', commenc- ing on the first day of the month which is twelve months prior to the ~'fi~st principal maturity date of the obligations, one-twelfth (i/12) of all principal maturing on the obligations on the next principal maturity dat~. All such payments, as provided above, shall include an amount s. ufficient to pay the fees and charges of the paying agents. Such mon- thly payments shall be increased or reduced proportionately to the ex- tent required to pay such interest and principal becoming due, after making allowance for the payment of accrued interest which will be de- pos£ted in the Sinking Fund immediately following the delivery of the obligations. ~ ' 2. Second, for the establishment and maintenance of a Re- ,serve Account in the Sinking Fund in an amount at least equal to and sufficient to pay the maximum amount of principal of and interest on all outstanding obligations becoming due in any ensuing fiscal year£ which amount shall initially be deposited into the Reserve Account from the proceeds of the sale of the obligations. Thereafter to the extent necessary to maintain the Reserve Account, the issuer shall deposit there- in ~an amount equal to one-twelfth of twenty per centum (1/12 of 20%) of -13- the maximum amount of principal of and interest on all outstanding ob- Iigations becoming due in any ensuing fiscal year. No further payments shall be required to.be made into the Reserve Account as long as there shall remain on deposit therein a sum equal to the maximum amount of principal of and interest on all outstanding obligations becoming due in.any ensuing fiscal year. Any withdrawals from the Reserve Account shall be subsequently restored from the first available money after all required current payments for the Sinking Fund and Reserve Account, in- cluding all deficiencies for prior payments, have been made in full. Money in the Reserve Account shall be used only-for the purpose of paying maturing principal of or interest on the obligations when the other'money in the Sinking Fund is insufficient therefor, and for no othsr purpose. 3. Thereafter, the balance of the pledged funds received .by the issuer, after all of the above required current payments have been made, may be used by the issuer for the purchase or redemption of the obligations, and the municipal financial assistance truSt funds, to the extent not applied for such purchase or redemption, may be used for any lawful purpose. C. APPLICATION OF NON-AD VALOREM FUNDS. In each fiscal year the issuer will estimate the amount of funds, if any, which will be required,. in addition to the money which is anticipated to be available in the Sinking Fund from the municipal financial assistance, trust funds to pay the sums required hereunder, including principal and interest, in the following fiscal year. The issuer will include in its budget for the following fiscal year an appropriation of such non-ad valorem funds (i) in the amount so estimated to be required and (2) the amount re- quired to make up any deficiency in the amounts available in the Sinking Fund in the then current fiscal year for such required payments and to reimburse the Reserve Account to the extent of any money .used from the Reserve ~ccount in such fiscal year. The issuer shall in each fiscal year forthwith set aside and d~posit into the appropriate funds and accounts from any such non-ad valorem funds accrued to the general fund of the issuer such.amounts · as shall be necessary to make all payments required hereunder including (1) any deficiencies in the amount which will be available in the Sinking Fund for payment of the principal of and interest on the -14- obligations due during the current fiscal.year and (2) reimbursement to the Reserve Account. D. TRUST FUNDS. The Revenue Fund, the Sinking Fund, the Reserve Account and any other special funds established and created by this re- solution shall constitute trust funds for the purposes provided herein for such funds. All such funds shall be continuously secured in the same manner by.which the deposit Qf municipal funds are authorized to be secured by the laws of the State of Florida. Money on deposit in ~the Revenue Fund and the Sinking Fund (except the Reserve Account. there- in) shall not be invested. Money in the Reserve Account in the Sinking. Fund may be invested and reinvested in authorized investments, maturing not later than ten (10) years from the date of investment. Any and all investment income received by the issuer shall be deposited in the Re- venue Fund. E. ENTITLEMENT TO MUNICIPAL FINanCIAL ASSISTANCE TRUST FUNDS. The issuer will not take any action which will impair or adversely affect the entitlement of the issuer to receive the municipaI financial assistance trust funds, or impair the pledge of such funds made herein .or the rights of the holders of the obligations issued pursuant to this resolution. The issuer shall be unconditionally and irrevocably obli- gated, so long as any of the obligations or the interest thereon are ~outstanding and unpaid, to take all lawful action necessary or required to continue to entitle the issuer to receive the municipal financial assistance trust funds in the maximum amount provided by law to pay the. principal of and interest on the obligations and to make the other pay- ments provided for herein. This provision shall not be construed to prevent action by the issuer which will or might'haVe the effect of re- ducing the amount or rate of the municipal financial assistance trust ~funds which the issuer is entitled to receive, as long as the proceeds of such funds, together with such non-ad valorem funds to be received by ~he issuer in each year thereafter, will'be sufficient to make the payments provided for herein. F. POWER TO PLEDGE. The issuer has full power under its ~harter and the laws of Florida to irrevocably pledge the pledged ~funds to the payment of the obligations issued pursuant to this resolu- tion, and the pledging of the pledged funds in the manner provided -15- herein shall not be' suo~ect to re~eal modification or imDalrment by any subsequent resolution or other proceedings of the governing body of the issuer or by any subsequent act of the Legislature of Florida. G. BOOKS AND RECORDS. The issuer shall keep books and records of ~he receipt of all of the pledged funds and non-ad valorem funds, which such books and records shall be kept separate and apart from all other books, records and accounts of the issuer and any holder of an obligation or obligations shall have the right at all reasonable times %o inspect als records,-accounts and data of the issuer rel~mng thereto. H. ANNUAL AUDIT. The issuer shall also, at least once a year, n .... ~i (90) days aE~er the close o~ tnt fiscal year, cause the books, records and accounts relating to such pledged funds and non-ad valorem funds to be properly audited by an mneependent firm of certified public accountants. I. REMEDIES. Any holder ef obligations, or of any ceupons appertaining thereto, issued under the provisions of this resolution, may e~he_ by suit, action, mandamus or other proceedings in any court of competent jurisdiction, protect and enforce any and all rights under the laws of the State of Florida or granted and contained in the Act and this resolution, and may enforce and compel ~he pal~ent of -all smms-and!~e~perform~nce-.of- all duties required bp th~s resolutien--- or-by any applicable statutes to be performed b~ the issuer, or by any~ officer thereof, including, but not being limited %o, the app%ication and distribution of the pledged funds and the non-ad valorem funds, all in the manner provided in this resolution. Nothing herein shall be construed to grant to any holder of the obligations any lien on any real property of or in the issuer. J. ~DtTIONAL OBLIGATIONS. The issuer will not issue any . other obligations payable from the municipal financial assistance trust funds, nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge having priority to or being on a parity with the lien of the obligations and the in- terest thereon upon the municipal financial assistance trust funds. Any other obligations issued by the issuer in addition to the obli- gations herein authorized, payable from the municipal financial assis- tance trust funds, shall contain an express statement that such obli- gations are junior and subordinate in all respects to the obligations herein...authorized as to lien on and source and security for payment from such municipal financial assistance trust funds. SECTION 16. APPLICATION OF PROCEEDS OF OBLIGATIONS. Ail money received from the sale of the obligations or any installment thereof .~shall be deposited by the issuer in a special account in a bank or trust company and applied by the issuer as follows: A. Ail accrued interest on the obligations shall be deposited in the Sinking Fund. B. An amount determined by the issuer at the time of sale of the obligations, but not more than an amount equal to the maximum amount of principal of and interest on all outstanding obligations be- 'coming due in any ensuing fiscal year, shall be deposited in the Re- s~rve Account. C. The issuer shall next use the money in the special account to pay all engineering fees, legal fees, fees of financial advisors, ~co.st of issuance of the obligations, and all other similar costs incurred in connection with the acquisition and construction of the project and the issuance of the obligations. D. Ail of the remaining proceeds derived from the sale of the obligations shall be deposited in a trust fund which is hereby created~ established and designated the "Construction' Trust Fund". Such Construction Trust Fund shall be deposited and maintained with any ~banking institution in the State of Florida approved as a depository and subsequently d~signated by the issuer. The money therein shall ~be used only for the payment of the cost of the project, but, pe~nding such application, .may be invested in authorized investments maturing in accordance with a schedule approved by the consulting ~ngineers and/or architects retained on account of the project. Any balance of unexpended money in the Construction Trust Fund after the completion of the project shall be deposited in the Revenue Fund. SECTION 17. RIGHTS OF THE OBLIGATION HOLDERS. The holders of ~he obligations shall have no responsibility for the application and use of the proceeds received from the sale thereof and the app!ica- -17- tion and use of such proceeds by the issuer shall in no way affect the rights of the obligation holders. The issuer shall be irrevocably obligated, upon receipt thereof, to use the pledged funds to pay the principal of and interest on the obligations and to make all reserve and other payments provided for herein, notwithstanding any failure of the issuer to apply such obligation proceeds in the manner provided herein. ~ SECTION 18. ARBITRAGE. No use will be made of the proceeds of the obligations which will cause the same to be "arbitrage bonds" within the meaning of the Internal Revenue Code. The issuer at all times while the obligations and the interest thereon are outstanding will comply with the requirements of Section 103(d) of the Internal Revenue Code and any valid and applicable rules and regulations of the Internal Revenue Service issued thereunder. SECTION 19. MODIFICATION OR AMENDMENT. No material modification or amendment of this resolution or of any resolution amendatory hereof or supplemental hereto, may be made without the consent in writing of the holders of two-thirds or more in principal amount of the obliga- tions then outstanding; provided, however, that no modification or amendment shall permit a change in the maturity of such obligations or a reduction in the rate of interest thereon or in the amount of the principal obligation or affecting the unconditional promise.of the issuer to pay the principal of and interest on.the obligations as the same shall become due from such pledged funds and non-ad valorem funds, or reduce such percentage of holders of such obligations, required :above, for such modifications or amendments, without the consent of the -holders of all of such obligations; provided, however, that no such mo- dffication or amendment shall allow or permit any acceleration of the payment of principal of or in'terest on the obligations upon any default in the payment thereof whether or not the holders of the obligations co-nsent thereto. SECTION 20. SEVERABILITY. If any one or more of the covenants, agreements or provisions of this resolution shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or -18- shall for any reason Whatsoever be held invalid, then suCh covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions, and shall in no way affect the validity of all the other provisions of this resolution or of the obligations or coupons issued thereunder. SECTION 21. SALE OF OBLIGATIONS. The obligations shall be issued and sold in such manner and at such price or prices consistent with the Act, all at one time or in installmentS from time to time, as shall be hereafter determined by the governing body of the issuer. SECTION 22. VALIDATION AUTHORIZED. The City Attorney is hereby authorized and directed to institute appropriate proceedings in the Circuit Court, Fifteenth Judicial Circuit, in and for Palm Beach County, Florida, for the validation of the obligations. SECTION 23. EFFECTIVE DATE. This resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED THIS 17th day of--August, 1976, CITY ( BOYNTON BEACH, FLORIDA By r Council Member Council Member ATTEST: City