R91-205RESOLUTION NO. '~;
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF BOYNTON BEACH, FLORIDA, AUTHORIZING THE
ISSUANCE OF NOT EXCEEDING $10,500,000 IN
AGGREGATE PRINCIPAL AMOUNT OF GENERAL
OBLIGATION REFUNDING BONDS OF THE CITY FOR THE
PURPOSE OF REFUNDING THE CITY'S OUTSTANDING
GENERAL OBLIGATION BONDS; PROVIDING THAT SUCH
GENERAL OBLIGATION REFUNDING BONDS SHALL,
SUBJECT TO CERTAIN LIMITATIONS, CONSTITUTE
GENERAL OBLIGATIONS OF THE CITY, ~AND, SUBJECT
TO SUCH LIMITATIONS, THAT THE FULL FAITH,
CREDIT AND TAXING POWER OF THE CITY SHALL BE
I~REVOCABLY PLEDGED FOR THE PAYF~ENT OF THE
PRINCIPAL OF AND THE i~TEREST ON SUCH GENERAL
OBLIGATION REFLrNDING BONDS; MAKING CERTAIN
COVENANTS AND AGREEMENTS IN CONNECTION
THEREWITH; AND PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
BOYNTON BEACH, FLORIDA:
SECTION 1. A~thoritv. This Resolution is adopted
pursuant to the Charter 0f the City of Boynton Beach, Florida, the'
Constitution of the State of Florida, including, but not limited
to, Article VIII, Section 2, and Article VII, Section 12 thereof,
Sections 132.33-132.47, Florida Statutes and other applicable
provisions of law.
SECTION 2. Definitions.
context otherwise requires:
As used herein, unless the
Beach,
Florida, but
not lim Section
12 '.and other
applicabl~
national
savings
depo
applicable
of funds
"Bondhold~s"~mean~ %he registered
authorized representatives) ~f Bonds.
trust company,
s~ociation,
Issuer
to be a
with all
receipt
owners (or their
"Bond Registrar" means the Authorized Depositary
appointed by the Issuer as such prior to the issuance of the
Bonds, or any other agent of the Issuer designated from time to
time by the Issuer, by resolution, to maintain the registration
books for the Bonds issued hereunder or to perform other duties
with respect to registering the transfe~ of the Bonds.
"Bonds" means the City of Boynton Beach, Florida, General
Obligation Refunding Bonds, authorized to be issued pursuant to
this Resolution in the aggregate principal amount of not exceeding
$10,500,000.
"City Attorney" means the City Attorney of the Issuer or
any Deputy or Assistant City Attorney.
"Clerk" means the City Clerk of the Issuer or any Deputy
or Assistant Clerk.
"Code" means the Internal Revenue Code of 1986, as
amended, and all temporary, proposed or permanent implementing
regulations promulgated thereunder or applicable thereto.
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"Escrow Agent" meaus the Authorized Depositary appointed
by the Issuer prior t~ the issuance of the Bonds to serve as
Escrow Agent pursuant ~to the Escrow Deposit Agreement.
"Escrow Deposit Agreement" means the Escrow Deposit
Agreement be%ween the Issuer and the Escrow Agent pursuant to
which the~ proceeds ~f the Bonds, together with the investment
earnings thereoR and an~ other funds and investments designated
for such purpose wiil~ be held in irrevocable escrow for the
payment of the principal of, premium, if any, and interest on the
Refunded Bonds and f~r the payment of accrued interest on the
Bonds and costs incidental to the issuance of the Bonds.
"Governing Body" means the City Commission of the Issuer.
"Government Obligations" means direct obligations of the
United States of America which are not subjact to call or
prepayment at the option of the United States of America prior to
maturity.
"Fiscal Year" means the period commencing on October 1 of
each year And ending on the succeeding September 30, or such other
consecutive 12-month period as may hereafter be designated as the
fiscal year of the Issuer pursuant to general law.
"Issuer" means the City of Boynton Beach, Florida.
"Mayor" means the Mayor or Vice-Mayor of the Issuer or
the duly appointed designee of the Mayor.
"Outstanding" or "Bonds Outstanding" means Ill Bonds
which have been issued pursuant to this Resolution except.
(a) Bonds cancelled after purchase by the
Issuer in the opem market or because of payment at
ox redemption prior to maturity;
(b) Bonds which are deemed to be no longer
Outstanding pursuant to Section tt hereof; and
(c) Bonds which are deemed to be no longer
Outstanding pursuant to Section 6.H hereof.
"Paying Agent" means the Authorized Depositary appointed
by the Issuer hereunder to act as Paying Agent, or any other
Authorized Depositary designated by the Issuer to serve as a
Paying Agent or place of payment for the Bonds issued hereunder
that shall have agreed to arrange for the timely payment of the
principal of, interest on and redemption premium, if any, with
respect to the Bonds to the registered owners thereof, from funds
made available therefor by the Issuer, and any successors
designated pursuant to this Resolution.
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"Refunded Bonds" means (i) the $1,445,000 aggregate
principal amount that remains outstanding of the Issuer's
Recreational and Municipal Beach Facilities Bonds, dated
February 1, 1983 (the "Series 1983 Refunded Bonds"); (ii) the
$5,390,000 aggregate ~pr of
%he !ss~el Bated
Aug~ustl,
-Words in this ReSO~Utio~ i~P0rting,~si~gular numbers shall
· lu e the '1 ~ 1 'nUm~er~ in ~e'~,~caSle~,y~i~e versa~ a~d wo~s
importing pear,OhS shall. ~nclu~e f~rms, cerporat~s, or other
entit~ies.~nc~ud~n~ gD~rnme~s"~o,z, gD~rnmen~,t
SECTION 3. . Fi.ndin~s sad Determinations. It is hereby
ascertained, ~dekermlned and:d~c~ared ~ha~i.~
A. The
obligations of
credit and
the
the
Refunded Bonds constitute valid
the Issuer, and the full faith,
power of ~he IsSuer, are pledged to
%he p~inCiPal 0.f ~and interest on
Bo It is in the best interest of the Issuer,
its citizens and taxpayers to issue the Bonds in
order to piovide funds ~o refund the~Refunded Bonds.
C. The Bonds will only be issued if (i) they
bear a lower net average interest cost rate than
each series of the Refunded Bonds and (ii) the
Issuer will realize pres~ value debt service
savings as a result of the funding of the Refunded
Bonds, calculated in accordance with Section
132.35(2)(a), Florida . Statutes, and the rate of
interest borne by the Bonds will not 'exceed the
maximum interest rate established by general law.
D. The principal amount of the Bonds shall
not exceed an amount sufficien~ to pay the sum of
the principal amount of the Refunded Bonds that are
outstanding on the date of issuance of the Bonds,
the aggregate amount of unmatured interest payable
on the Refunded Bonds to and including either the
applicable maturity date(s) thereof or the date(s)
that the Refunded Bonds are to be called for
redemption, the applicable redemption premiums
rela%ed to the Refunded Bonds tha5 are to be called
for redemption, and the cost and expenses incidental
to the issuance of the Bonds, all in accordance with
Section 132.35, Florida Statutes.
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E. The sum of the present value of the total
payments of both p~incipal ~nd interest to become
due on the Bonds (excluding all such -principal and
interest payments, if any, as will be made with
proceeds of the Bonds) and the present value of the
costs of issuance of the Bonds, if any~ not paid
with proceeds of the Bonds, will be less than the
present value ef the principal and interest payments
to become due at their stated maturities,, or earlier
manda56ry redempti0~ dates, on the Refunded Bonds.
F. The Bonds shall in no event mature later
than 40 years f.rom the date of issuance of any of
the Refunded Bonds.
G. The first installment of principal of the
Bonds shall m~ture or be subject to mandatory
redemption not ~ater than the first stated maturity
or mandatory, redemption date of any of the Refunded
Bonds 0ccurrln~!~fter the issuance of the,Bonds.
H. The Bonds shall not be issued until such
time as the chief financial officer of the Issuer or
the M~yor shMll have filed a certificate with the
Goverhing B~y setting forth the present value of
the total d~bt service savings which Will result
from the i~Suance of the Bonds to refund the
Refunded Bon~s, computed in accordance with the
terms of Section 132.35, Florida Statutes, and
demonstratin~ mathematically that the Bonds are
issued at a lower net average interest cost rate (as
defined in Section 132.34, Florida Statutes) than
the Refunded BOnds.
SECTION 4. Contract. In consideration of the acceptance
of the Bonds authorized to be issued hereunder by those who shall
hold the same from time to time, this Resolution shall be deemed
to be and shall constitute a contract between the Issuer and the
Bondholders. The covenants and agreements herein set forth to be
performed by the Issuer shall be for the equal benefit, protection
and security of the Bondholders and all Bonds shall be of equal
rank and w~thout preference, priority or distinction over any
othe~ thereof, except as expressly provided herein.
SECTION 5. Authority for Refundin~ and Issuance of
Bonds. Subject and pursuant to the p~ovisions hereof, Bonds to be
known as "City of Boynton Beach, Florida, General Obligation
Refunding Bonds" are hereby authorized to be issued in an
aggregate principal amount of not exceeding Ten Million Five
Hundred Thousand Dollars ($10,500,000), subject to the limitation
set forth in Section 3.D hereof, for the purpose of refunding the
Refunded Bonds and paying costs ~ncidental thereto.
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SECTION 6. Terms, Redemption and Form of Bonds.
A. The
from 1 upward
the number.
premium;. if
due
the
Agent~" i~terest o~
or dta~
reg
Bonds shall be numbered consecutively
preceded by the letter"R" prefixed to
redemption
they a~pear on the registrar
the
(whe~ker or not a business
.ds at~
Paying
b~icheCk
ined by
day)
preced%ng the interest paym~n~ date (t~e
Date ),. ~espec~ve of a,n~.~-n~f!~r O~ ~e of
such Bpnds subsequent to.~such~-~ecq~d Da~,~and~-p~l,or
to sq~'h ~tere~ payment ~e4 -~ess
such znterest 'payment d'at~;~ --In-':,~he e~e~ ~o~ a,ny
such default, such def bg
e
reg
rec¢
Issuer:in
than
date.
whose ~ame
business
the Bond~ R~giis
a business day) preceding
the
ss
;:'in
,tru~ffice '~o~
(w~j~~ or not
te of mai~ih~i.~
B. The registration of any Bond,- may be
transferred upon the registration bdoks upon
delivery thereof to the
principal Office,accompanied bY a wifitt~n i~strument
or instruments of transfer Rn fo~rm Dnd With guaranty
of signature satisfactory !to .thei'Bo~d ~Registrar,
duly ~xecu~ed b~i the B6ndh~lder orithe'~Bo~h0~lde~s
attorney-ih-fact or leghl r~present~ti~ej~co~tain~ng
written instructions as £o 'the ~etaftS~ ~ of fhe
transfer of such Bond, along with the social
security ~umber or federal employgr identification
In all cases of
number, ifliany, :of such! transferee.
a transfer Of a Bond, the,Bo~d Regi~ta~ sh~tl at
the earliest practical time-~n ac¢ordanc~ wlfh the
terms, herepf enter the tran~sfer of!ownership ~n the
registration books and shall deliver i~5 the name ~bf
the new ~ransfe,ree or tra~s{fer~S a !new ~fuliy
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registered Bond or Bonds of the same maturity and of
authorized denomination or ~denominations, for the
same aggregate principal amount and payable from the
same source of funds. Bonds may be exchanged for a
like aggregate amount of Bonds. of othe~ authorized
denominations of-the same series and maturity. The
Issuer and the Bond Registrar may charg~ the
Bondholder for ~he registration of every transfer or
exchange of a Bond an amount sufficient to reimburse
them for any tax, fee or any other governmental
(other than by the Issuer) to be
paid ~ respect to the registration of such
tran.sfer, -and may ~equire that such
Bond shall be deli
Bond shall not be required to ~p~sfer or
during the period beglnnzng five
(5) mailing of a notice of a r~d~mption
to the date ~of such mailing nor to transfer or
exchange._an~ B. ond which shall have been selected for
redemption.
C. The Issuer, the Bond Registrar, and the
Paying Agent may deem and treat the registered owner
of a~y Bond ,as the absolute owner of such Bond for
the purpose of receiving payment of the principal
thereOf~ and the interest and premiums, if any,
thereon.
D. The Bonds shall be dated such date, shall
bear interest from the date thereof, payable on such
date or dates of such years, commencing on such
date, a~ such rate or rates not in excess of the
maximum rate allowed by law, shall mature, shall
have such series designation, shall be sold to such
original purchaser(s) upo~ such terms and
conditions, and shall have such Bond Registrar and
Paying ~Agent(s) all as set forth in a subsequent
resolution of the Issuer. The Bonds shall be issued
as fully registered bonds in the denomination of
$5,000 each or any integral multiple thereof.
E. The Bonds shall be executed in the same of
the Issuer by the Mayor and attested to and
countersigned by the Clerk and the seal of the
Issuer shall be imprinted, reproduced or
lithographed on the Bonds. The signatures of the
Mayor and the Clerk on the Bond~ may be by
facsimile, but at least one signature of any of the
Mayor, the Clerk or the Bond Regis%tar on each of
the Bonds shall be a manual signature. If any
official whose signature appears on the Bonds ceases
to hold office before the delivery of the Bonds, the
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signature of such official shall nevertheless be
valid and sufficient for all purposes. In addition,
any Bond may bear the signature of, or may be signed
by, such persons as at the actual time of execution
endor,
of the Bonds as shall have
a certificate 'of authenticatilon
Reso:
for
Bond
Reg
evidence that such Bond has been duly authe~t
and ~l~e~ ive,r ed under ~his Resolution. The Bond
aegls~i~r,i~l certif~icat~ Of' a~enbfca'tion ~6h any
Bond $~all ~e-Seemed t,o have -beea ~%ily execs%ed if
s~gne~ by an~ ~thor~zed s~gna~t~F o ~the ,Bo d
Reglst~,~r, >bu~ ~,t shall .no't ~be~~ ~epssary' that %1%~
same p~rsof~ s~n the cert~f~ca,%~ 0T< authenttcat~e~
on all ,of the Bonds that may be issued hereunder a~
any one time.
F, In the event any Bond is mutilated, lost,
stolen or destroyed, in the absence of notice to the
Issuem.6r t!he B~nd~ Registkar that such Bond has been
acqui~a by a :bona fide purchaser, ~he Issuer shall
execuS~' an~~ the~Bond Registra~ shal~ authenticate s
new B~'nd of l~e date, maturity and~denomination to
that ~of the m~iiated, 10st, stolen or destroyed
Bond; ~rovided that, in the case of any mutilated
Bond, ~uch mutilated Bond shall first he,surrendered
to the~ Bond Registrar, and in thi~~ case of a~y lost,
stolen or destroyed Bond, the~e first shall be
furnished to the Issuer and the Bond Registrar
evidence Gf such loss, theft or destruction
satisfactory to~'t~e Bond Registrgr and not objected
to b~~ the Issuer, together ~ith an ihd~mnit~
satis~sctorp toOt,he Bond Registrar and Issu~er. In
the e~ent any '~h6h Bond~shall h~e matured 0~ been
calle~, for r~demptio~n, instead of' issuing a
dupli6~te Bond, 3~he I~sue~ may direct the Paying
Agent "to pay the same WithoUt 'surrender %hereof,
makin~ such requi!rements as it deems fit for its
protection, inclh~ng t~he furnishin~ of evidence and
-8-
indemnity the same as in the case of the issuance of
a new Bond. The Issuer and~the Bond Registrar may
charge the owner of such BOnd with their reasonable
fees and e~penses for such service and any tax or
other governmental charge (imposed by a governmental
unit other than the Issuer) in connection therewith.
Any such duplicate Bond shall constitute
an original contractual obligation on the part of
the Issuer whether or not the mutilated, destroyed,
stolen or lost Bond be at any time found by anyone,
and licate Bond shall be entitled to equal
and benefits and rights as to lien on;
and of and security for payment
from, ~h~ to the payment~ of the Bond
so mutilated, destroyed, stolen, or lost.
G. The Bonds may have such redemption
provisions as set forth or incorporated by reference
in a subsequent resolution of the Issuer adopted
prior~ to the issuance of the Bonds. Notice of
redemption Df ~onds shall be given by or on behalf
of the Issuer by deposit in the U.S. Mails of a copy
of a redemption notice, postage prepaid, at least
thirty (30)~and not more than sixty (60) days before
the ~e~mptlio~ date to the registered owners of the
Bonds~ ox' portions of Bonds to be redeemed at their
addresses a.s they appear on the registration books
kept by the~ Bond Registrar at the close of business
on th~ second ~ay preceding the day on which the
redemption ~otice is to be mailed. Failure to mail
any suth nokice to a registered owner of a Bond, or
any de~ect the~e~n Shall not affect the validity of
the p~oceed~ng~ for redemption of any Bond or
portiDh thereof with respect to which no failure or
defect occurred.
The notice of redemption shall set forth:
(i) The redemption date;
(ii) The redemption price;
(iii) The date of the notice of redemption;
(iv) If less than all of the Bonds then
outstanding shall be called for redemption, the
distinctive numbers and letters, including CUSIP
numbers, if any, of the Bonds to be redeemed;
(v) In the case of Bonds to be redeemed in
part only, the portion of the principal amount
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thereof to be redeemed;
(vi) That on the redemption date the redemption
price will become due and payable upon each such
Bond or
that,
Paying Lon
price se to accrue from
to . be
surre~
Agent
person;
(viii) If any Bond is to be redeemed in part
only, the nlc .c~ olf ~edemp%io~ Which ~eI~tes to
Bondsh~ [t~ als) 'state"that'. oh.1 ori.~f~r~
redempfic date, upon surrender of 'Such B~nd~ 'a' new
Bond 0r Bond~ in a principal'1 am~n~ ~qual ~to the
unredeemed portion of such Bonds wiii~ Del issued.
Any .notice. mailed as provided.in this Sectiop
shall .be conclusively preg~med tbi have 'been duly
given, whether or not'~t~e Ownle~ of such' B~d
receives such notice.
H. Notice having been given in the manr~er and
under 'the ~conditions herelnabove pro¥ided, BOndS or
portions o~ Bonds ld~ly called for iredempfii0n shall~
on thel r~d~mption date designated'in t~ei~ot~Ce o~
redemptioh~, become and he due and .payable
redemption.~price~ providedl for redem~tio~.i for such
Bonds or p~r%ion~ of Bonds on SuEh datel. 0~ the
date so designated for redemption, moneys fo~
payment of such redemption price .bein~g~ held in
separate accounts by the Paying 'Agent in trust for
the registered owners of the Bo~ds or portions
thereof to be redeemed, interest %n the B~nds
portions of Bonds so called for :r edemptio~ shall
cease to accrue, such Bonds and portions of Bond~
shall no longer be Out stand~ing hereunder,. ~ shal~
cease to be entitled to any lien, ben'fit
security under this Resolution, and the .registere~
owners of such Bonds or portions of ,Bonds shall hav~
no right ~n respect thereof except tO receive
payment of the redemption prl¢~ thereof and, to thee
extent provided in the nek~ subparagraph, to re~eiv~
Bonds for any unredeemed porti!ons of t/~e Bonds.
-10-
I. In case part but not all of an outstanding
fully registered Bond shall be selected fo[
redemption, the registered owner thereof shall
present and surrender such Bond to the Paying Agent
for payment of %he principal amount thereof so
called for redemption, and the Issuer shall execute
and the Bond Registrar shall authenticate and cause
to be delivered to or upon the order of such
registered owne~, without charge therefor, a new
Bond or Bonds for the unredeemed balance of the
principal amount of the Bonds so surrendered.
J. If the date for payment of the principal
of, premium, if any, or interest on the Bonds shall
be Saturday, Sunday, legal holiday or a day on which
banking institutions in the city where the principal
corporate trust office of the Bond Registrar or
Paying Agent, or both, is located are authorized by
law or executive order to close and on which the
Bond Registrar or Paying Agent, or both, is closed,
then the date for such payment shall be the next
succeeding day which is not a Saturday, Sunda~,
legal holiday or a day on which such banking
institutions are authorized to close and on which
the Bond Registrar or the Paying Agent is closed,
and payment on such day shall have the same force
and effect as if made on the nominal dare'of payment.
K. The text of the Bonds, the form of
assignment for such Bonds, and the authentication
certificate to be endorsed thereon shall be
substantially in the following form, with such
omissions, insertions and variations as maF be
necessary or desirable and as may be approved and
made by the officials of the Issuer executing the
same, such execution to be conclusive evidence of
such approval, including, without limitation, such
changes as may be required for the issuance of
dncertificated public obligations:
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NO. R-
[Form of Bond]
UNITED STATES OF AMERICA
STATE OF~FLO~iDA
CITY OF BOYNTON;~BEACH, FLORIDA
GENERAL oBL~IG~T.IoN~EFUND~NGBOND
SERIES
Interest Maturity Date:
Rate:
_%
REGISTERED OWNER:
PRINCIPAL AMOUNT:
Original Dated
Dante:
CUSIP NO:
., , or its successors, as Paying Agent (the
"Paying Ag~nt"~, and to pay, to the extent and from the s~ources
herein de'bribed, interest on the principal sum from the date
hereof, or from the most recent interest payment date to which
interest has been paid, at t~e Interest Rate per annum identified
above comp~te~' ~n the ba~isl of a year of .360 days Consisting of
twelve th~fiy~d~y months, u~ii payment of the principal sum, or
until pro~sion, for the payment thereof has been duly p~ovided
for, such :in~er~st being pa~a~le semiannually on
of , commencing on , .
Interest will be paid by check o? ~raft ~ailed to the Registered
Owner hereof at the address of s~h Regis't'ered Owner as it appears
on the registration books of the Issuer maintained
by , , , or its
successors, as Bond Registrar (the "Bond Registrar") at the close
of business on the fifteenth (15th) day (whether or not a business
day) of the month next preceding the interes~ payment date (the
"Record Date"), irrespective of any transfer or exchange of this
Bond subsequent to such Record Date and prior to such interest
payment date, unless the Issuer shall be in default in payment of
interest due on such inte~st payment date. In the event of any
such default, such defaulted interest shall be payable to the
person in whose name this Bond is registered at the close of
business on a special record date for the payment of such
defaulted interest as established by notice deposited by the
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Issuer in the U. S. mails, postage prepaid, to the Registered
Owner of this Bond not less than fifteen (15) days preceding such
special record date. Such notice shall be mailed to the person in
whose name this Bond is registered at the close of business on the
fifth (5th) day (whether or not a b~siness day) preceding the date
of mailing.
This Bond is one of an authorized series of bonds (the
"Bonds") in the aggregate principal amount of $ of like
date, tenor and effect, except as to number, maturity and interest
rate, issued to provide for the refunding of all of the Issuer's
Municipal Beach Facilities Bonds, dated February
1 Obligation Bonds, Series ~985, dated August 1,
1985 and General ~Obligatioh Bonds, Series 1988, dated November 1,
1988 that .remain outstanding (the "Refunded Bonds"), pursuant to
the authOrity of and in full compliance with the Constitution and
laws of the St~ Florida~ including particularly Article VII,
Section 12 VIII, Section 2, the Charter of the Issuer,
Statutes and other applicable
Sec.%ions 132.33 7, Florida N~. , adopted by ~he IsSuer
provisions of law,
on , ~Iution"). This Bond is subject to all
the terms and conditions of the Resolution, and capitalized terms
not otherwise define~ herein shall have the same meanings ascribed
t~ them in th~ aes~9t~tion~
[INSERT REDEMPTION PROVISIONS]
Notice 0f call for redemption is to be given by mailing a
copy of the ~Redem~tlon Notice at least thirty (30) but not more
than sixty (60) da~s prior to the date fixed ~ok redemption to the
registered owner ~f each Bond to be redeemed at the address shown
o~ the re~ist?atiQm books kept by the Bond R~gistrar. Failure to
give such notice ~ mail to any Bondholder, or any defect therein,
shall not ~ffec~ the validity of the proceedings for the
redemption of any ~ond or portion thereof with re8pect to which no
failure or defec~ has occurred. All such Bonds called for
redemption and fo~ the retirement of which funds are duly provided
will cease to bear!!~interest on such redemptio~ date.
The Issuer has established with as
Escrow Agent under an Escrow Deposit Agreement, date~ as
of ~ , 1991 (the "Escrow Deposit Agreement"), an
Escrow Fund and !has caused to be deposited therein cash and
Government Obligations the principal of and investments earnings
on which have bee~ calculated to be sufficient to provide for the
full and timely p~yment of the principal of, redemption premium,
if any, and inter~st on the Refunded Bonds when due, all as more
fully set forth ih the Escrow Deposit Agreement. So long as the
funds on deposit ~ith the Escrow Agent under the Escrow Deposit
A~reement, togethe~ with investment earnings thereon, are
sufficient for the full and timely paymen~ of the Refunded Bonds,
the full faith, credit and taxing power of the Issuer are
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irrevocably pledged to the prompt payment of the principal of and
interest on this !Bond. However, if at any time, the funds on
deposit under the EscrOw Deposit Agreement, together with
investment earnings ~hereon, shaI1 be ilnadequate to fully satisfy
earlier~ redemption~ the Ref'~hded BOnds, to the extent
Re erence ~s made to tlhe Reso.lutz~on ~or the~ pro.vAs~on~,
among others, relating to the %~rms, ti~h '~nd~cu~i~t~ ~6~ t~e
Bonds, the custody ~nd application of ~he ~pr~aeeds Of the Bonds,
the rights and re~edl~s of the holders of the Bonds, -~nd the
exten~ of add l~m~itations om the ~ Issuer~'s ~rights, duties and
obligationS, t~ 'a%l of whlo~ proV. ls~gns th9 r~gm~tered ~wn~
hereof a~ents!.~y~ a~epta~nce ~r~f. ' 'i '
~his iBond shall not be yalid or beoome obligatory for
purpose or b~ entitled to ~n~ security or benefit under the
Resolution u~l the Certlflcate~ Df ~uthentzcation endorsed hereO~
shall haveb~:~%i~ed b~' the ~on~ R~gistrar. ·
i ~EFE~NCE IS HERE$Y ~M~E ~0 THE FURTHER PROVISION& OF
THIS BOND SE~ ~O~TH. ON THE ~E~REE SIDE HEREOF, WHICH FuRThE~
PROVISIONS SHALl~ FOR ALL PURPoSE~HAVE THE SAME EFFECT AS IF FuL~Y
SET FORTH ON THIS PAGE.
' This Bond is. and has all ~the qualities and incidents of
an ~nv~stme~ ~curity i under the uniform commercial
Code-Investmen~ ~Securities Law' of'the State of Florida.
' IN WITNESS WHEREOF, ~ty of Boynton Beach, Florida, has
issue~ thi~ ~ and has cause~ {he same to be kigned by its Mayor
and attested and countersigned ~by its Clerk either manually or
with their k~CsimileI sign~tut'es~ and its seal or a facsimile
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thereof to be impressed or reproduced hereon, all as of
the day of ,
CITY OF BOYNTON BEACH, FLORIDA
(SEAL)
By.
Mayor
ATTESTED AND COUNTERSIGNED:
By:
City Clerk
[CERTIFICATE OF AUTHENTICATION]
This Bond is one of the Bonds designated in and executed
under the provisions of the within mentioned Resolution.
, as Bond Registrar
By:
Authorized Officer
Date of Authentication:
[To be printed on the reverse side of Bonds]
ADDITIONAL BOND PROVISIONS
The registration of this Bond may be transferred upon the
registration books upon delivery hereof to the principal office of
the Bond Registrar accompanied by a written instrdment or
instruments of transfer in form and with guaranty of signature
satisfactory to the Bond Registrar, duly executed by the owner of
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this Bond or by such owner's attorney-in-fact or legal
representative, containing written instructions as to the details
of transfer of this Bond~ along with the social security number or
federal employer identification number, if any, of such
transferee. In all cases of a transfer of a Bond, the Bond
eg~.~rar shall- at the earliest practical time in accordance with
lnth~· the Provisions registration°K the booksRes°lutl°n' ' enter the transfer of Ownership
transferee or transferees
the same maturity and of authorized denomination or denominations,
for ~th~ ~e aggreg~'te Pri'nc~ai. amount and payable from the same
source of funds. The Issuer and ~ Registrar may charge the
owner of such Bond for the of every transfer or
exchange of a Bond an
tax, fee or any
the Issuer) to be the registration of such
transfer, and may require that such amounts be paid before any
such new Bond shall be delivered.
If the date for payment of the principal of, premium, if
any, or interest on this Bond shall be a Saturday, Sunday, legal
holidap or a day on which banking institutions in the city where
the Corporate trust office of the Bond Registrar or Paying A~ent,
or both, is located are authorized by~laW or executive order tO
close and on which the Bond Registrar or Paying Agent, or both, is
closed, then the date for such payment shall be the next
succeeding day which is not a Saturday/ Sunda 1
day on Which such bankin~ ins~2~2~ ~.~ ~ ~gal holiday or a
~ ~u~uns are au~norlzed to close and
on which the Bond Registrar or the Paying Agent ~s closed, and
payment on such day shall have the same force and effect as if
made on the nominal date of payment.
It is hereby certified and recited that this Bond is
authorized by and is issued in conformity with the requirements of
the Constitution and statutes of the State of Florida, that all
acts, conditions and things required to exist, to happen, and to
be performed precedent to the issuance of this Bond exist, have
happened and have been performed in regular and due form and time
as required by the laws and Constitution of the State of Florida
applicable hereto, and that the issuance of the Bonds of this
series does not violate any constitutional or statutory limitation
or provision.
[Form of Abbreviations for Bonds]
The following abbreviations, when used in the inscription
on the face of the within Bond, shall be construed as though they
wereregulations, written OUt in full according to the applicable laws or
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TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN as joint tenants with. the
suzvivorship and not as tenants in common
right of
UNIFORM TRANS MIN ACT -
(Cust.)
Custodian for
(Minor)
under the Uniform Transfers to Minors Act of
(State)
Additional abbreviations may also be used
though not in the above list.
[Form of Assignment for Bonds]
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned
"Transferor"), hereby sells, assigns and transfers
(the "Transferee")
unto
PLEASE INSERT SOCIAL SECURITY NUMBER OR
OTHER IDENTIFYING NUMBER OF TRANSFEREE
(the
the within Bond and all rights thereunder, and hereby irrevocably
constitutes and appoints as
attorney to register the transfer of the within Bond on the books
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kept for registration and registration of transfer
full power of substitution in the premises.
Date:
Signature Guaranteed:
thereof,
with
NOTICE: Signature(s)
or )er fir~
exchange c
or a trust company.
[THIS
must
bank
NOTICE: No transfer will be
registered and no new Bond will
be issued in the name of the
it appears upon the face of the
within Bond in every particular,
~tho~t .aSte, ration or enlarge-
~n~ 9r~ii~Y.~h~a~ whatever and
~e S~ci~i Security or Federal
Employer Identification Number,
if any, of the Transferee, is
a~Plipd.
[End of Form of Bond]
SPACE INTENTIONALLY LEFT BLANK]
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SECTION 7. APPlication of Bond Pr0ceedz. The proceeds,
including accrued interest and premium, if any, received from the
sale of the Bonds, shall be applied by the Issuer pursuant to a
subsequent resolution adopted prior to .the issaunce of the Bonds.
SECTION 8~
In each Fiscal Year while any of the Bonds are outstanding
all taxable
(excluding
in amount to
pay the principal of and interest on the Bonds as the same shall
become due; provided, however, if at any time the funds held by
the for of the Refunded Bonds, together with
investment
paym~
condi
Holders or
receive
tax
payment in
interest
made her~
a~d, to
p~yment
may, but
legally
va~lorem
Escrow Ag(
of a rec
Of
shall be insufficient to meet the
in accordance~ with the terms and
the Escrow the
Refunded Bonds be entitled to
from
event, to the extent of any such
Bon~ds, the right~ title and
Owners of the ~Bonds in such
nd
shall no
any
r source but the Issuer
to, make such payment from any
the Issuer not derived from ad
~ncy in the amount held by the
by the Issuer upon ~ts receipt
%gent four such payment.
levied and collected for the security
and payment of the Bonds shall be assessed, Ievied and collected
in the
same manner and at the same time as o%~er ad valorem taxes
of the IssUer ~e asse~s~ed, levied and colle6~e~ and t~he proceeds
of said ~X ~h!all be applied so~eiy to ~he payment of the
principal of and intsrest on the Bonds. On or before each
interest or principal payment date for the Bonds, the Issuer shall
transfer to the Paying. Agent an amount sufficient to pay the
principal of and ~interes't on the Bonds then due and payable and
the Pa in ~A ent '
~ , Y g ~ 9 ~s hereby authorized and directed to apply such
nunos to s~d p~ym~ent.
Except to the extent provided in the first paragraph of
this Section 8 the full faith, credit and taxing power of the
Issuer are' irrevocably pledged to the payment of the
principal of and interest on the Bonds.
The Issuer will diligently enforce its right to receive
tax revenues and will diligently enforce and collect such taxes.
The Issuer will not take any action that will impair or adversely
affect its rights to levy, collect and receive said taxes, or
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impair or adversely affect in any manner the pledge made herein
the rights of the Bondholders.
SECTION 9. Compliance with Tax Requirements.
hereby~covenant~ ~d ~g~ees¥ for the ben,fit of ~the
time to
The Issuer
owners from
rements
~V of
to-limit Issuer
covenants
(.2) to ~int a~ and r~t a ~ ' ii
perta~n~to a~ ~0 D~ ~spon~.~ for mak~n~
causing ~ be ma~e gl:l ~e~m~at xons a~
calculations of~ ~ke ~'~eb~e ~ouh% and
payments of the Rebat, e ~oU~t as shall ~be
to co~ply W~th fihe CO~
(3) to refrain: firom using~ pYoc~dS from thp
Bonds .in a. man~e= th~t!Woul~~ cadse th~ ~onds .or ~
of them; t~ be cl~s'~i~i~d as ~f~i~a~e ~tivit~. bon~s
under'Section 141(a) of the Code; add
(.4) to refrain f~om takin~ any _.action that
would cause th~ Bonds~"0~ ah~ of the~, to become
arbitrage bondslunder Sectio~ t03(b)' and Section 14.8
of the Code.
The Issuer understands that the foregoing covenants
mmpose continuing obligations on the Issuer to comply with the
requirements of Section 103 and Part IV of Subchapter B of Chapter
1 of the Code so long as such requirements are applicable.
SECTION 10. Modification or Amendment. This Resolution
may be modified and amended by the Issuer from time to.time prior
to the issuance of the Bonds. Thereafter, no modification or
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amendment of this Resolution or of any resolution amendatory
hereof or supplemental hereto materially adverse to the
Bondholders may be made without the consent in writing of the
owners of not less than a majority in aggregate principal amount
of the Outstanding Bonds, but no modification or amendment shall
permit a change (a) in the maturity of the Bonds or a reduction in
the rate of interest thereon, (b) in the amount of the principal
obligation of any Bond, (c) that would affect the unconditional
promise of the Issuer to levy and collect taxes ss herein
provided, or (d) that wouId reduce such percentage of holders of
.ess the. Issuer an opinio'n
of ~ond .c~unsel that~ such
amendment ms 11 not,
~nd ~1 adversely affect the exclusion from income Of
the i the Bonds.
SECTION 11. ~ Defeasance and Release. If, at any time
after the 'da~e of .issuance of the Bonds (a) ail ~o~ds secured
hereby or. any!maturity thereof shall have become du~ and payab}e
in accordanC~ with their terms or Otherwise as provided in this
Resolhtion, ~r Shall ihave been duly calle~ for red.e~.ption,, or the
Issuer gives %he Pay~ Agent irrevocable instructions directing
the paymentS'Of the p~ih¢ipal of, premium, if any, ~nd interest
Such Bo~ds at maturity ~r at any earlier red ~e~n. ptign date sched~ied
~y the IssUe~'~ or/ah~ combination thereof, (b) the ~ul'l amount
~he .prinuipat~ p~em%um, Sf any~ and the ~in~e~s%. so !dU~
payable ~gn all of isuCh Bonds then outstanding; 5t maturity Dr
~pon re~m~ion, shal~ ~e paid, or suffic!ien~ money~ sh~ll ~U~ he~d
by the Paying Agent ~n ~irrevocable trust for the benefit Of s~uh
Bondholders (whether or .not mn any accounts created hereby) which,
when inves~ted in nonuaLlable Government Obligations maturing
Iater ~ than ~he matu~i~ty or ~edempti0n dates of such principal,
~emium, if ~any, an~ ~nterest, will, tOget~her with the income
realized on such investments, be sufficiemt to pay all such
principal, premium, if any, and interest o~ said Bonds at the
maturity thereof or the date upon which such Bonds are to be
called for redemption prior to maturity, an~ (c) provision shall
also be made for paying all other sums payable hereunder by the
Issuer, then and in that case the right, title and interest of the
Bondholders of such ~onds hereunder shall thereupon cease,
determine and become void; otherwise, this Resolution shall be,
continue and remain mn full force and effect. Notwithstanding
anything in this Section 11 to the contrary, however, the
obligations of the Issuer under Section 9 hereof shall remain in
full force and effect until such time at sush obligations are
fully satisfied.
SECTION 12. Severabilit¥. If any one or more of the
covenants, agreements or provisions of this Resolution shall be
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held cOntrary to any express provisions of law or contrary to the
poliCy of exprefs Iaw, thOUgh not expresSlY prohibited, or against
Public policY, or shall for any reason whatsoever be held invalid,
then such cOvenants, agreements Or provisions sha~l be null and
issu:ed
~r ' of'(
SECTION 15. Effect'ire Date. · This Resolution Shall be
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effective immediately upon its adoption.
PASSED AND ADOPTED this 3rd day of December,
(SE~)
ATTEST:
t991,
CITY OF BOYNTON BEACH
Ci~ Clerk
AND L~/G~L ~U~] IENCY:
Vi ce-M~y~ r~
~o~ ,loner
5603M
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