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86-VResolution No. A RESOLUTION AUTEORIZING TEE ISSUANCE OF NOT EXCEEDING $11,000,000 AGGREGATE PRINCIPAL AMOUNT OF PUBLIC SERVICE TAX REVENUE BONDS OF THE CITY OF BOYNTON BEACH, FLORIDA, FOR THE PURPOSE OF PROVIDING FUNDS TO PAY THE COST OF CONSTRUCTING CERTAIN RECREATIONAL FACILITIES ON LANDS OWNED BY THE CITY; PROVIDING FOR THE PAYMENT OF SUC~ BONDS AND OF ANY ADDITIONAL BONDS AND TEE INTEREST THEREON FROM CERTAIN DESIGNATED REVENUES, PARTICULARLY PUBLIC SERVICE TAX REVENUES; DESCRIBING T~E TERMS, SECURITY AND OT~tER PROVISIONS OF S.UCE BONDS; SETTING FORTH TEE RIGETS AND REMEDIES OF THE OWNERS OF SUC~ BONDS; PROVIDING SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. W~EREAS, under the authority granted by the Constitution and laws of the Sta~e of Florida, including the Charter of the City of Boynton Beach (Chapter 24398, Laws of Florida, Acts of 1947, as amended) and Chapter 166, Florida Statutes, the City of Boynton Beach, Florida (the "City") is authorized to issue revenue bonds payable from the Designated Revenues hereinafter described, which bonds do not pledge the property, credit or · general tax revenue of the City, for the purpose of paying the cost of acquiring and constructing capital projects; and W~EREAS, pursuant to Resolution No. 84-TTT, adopted by the City Council of the City (the "City Council") on September 5, 1984 (the "1984 Resolution") the City has heretofore issued $4,000,000 aggregate principal amount of its Recreational Facilities Revenue Bonds, Series 1984 (the "1984 Bonds") for the purpose of refunding $4,000,000 aggregate principal amount of Recreational Facilities Revenue Bonds, Series 1982, issued to finance the acquisition and construction of a twenty-seven hole golf course and appurtenant facilities in the City; and W~EREAS, pursuant to a resolution adopted or to be adopted by the City Council (the "Refunding Resolution"), the City Council has determined to authorize the issuance of not exceeding $5,000,000 aggregate principal amount of its Recreational Facilities Revenue Refunding Bonds, payable primarily from moneys other than Designated Revenues, for the purpose of paying or providing for the payment of the principal of and premium, if any, and interest on the 1984 Bonds; and Wt{EREAS, the City Council kas determined and does hereby determine at this time to authorize the issuance of not exceeding $11,000,000 aggregate principal amount of Public Service Tax Revenue Bonds of the City of Boyn~on Beach, Florida (the "1986 Bonds") for the purpose of providing funds, together with other available funds, for paying the Cost (as defined herein) of constructing the 1986 Projects hereinafter described;.and WqIEREAS, prior to the earlier of the date on which the payment of the 1984 Bonds and the interest and premium thereon is provided for and the date on which the conditions set forth in Section 514 of the 1984 Resolution are satisfied~ the 1986 Bonds shall be payable, as to principal and premium, if any, and interest, solely from proceeds received from Designated Revenues and deposited to the Sinking Fund Account hereinafter created, after all payments and deposits, if any, required under the 1984 Resolution to be made from proceeds received from Designated Revenues have been made and to the extent hereinafter set forth; NOW, TEEREFORE, BE IT RESOLVED BY TEE CITY COUNCIL OF TEE CITY OF BOYNTON BEACE, FLORIDA: ARTICLE I. Definitions and Rules of Construction Section 101. Meaninq of Words and Terms. In addition to words and terms elsewhere defined in this Resolution, the following words and terms as used in this Resolution shall have the following meanings, unless some other meaning is plainly intended: "Accountant" shall mean the independent certified public accountants or firm of independent certified public accountants employed by the City under the provisions of Section 702 of this Resolution to perform and carry out the duties imposed on the Accountant by this Resolution. "Accreted Amount" shall mean with respect to Capital Appreciation Bonds of any series, the amount set forth in a Supplemental Resolution as the amount representing the initial public offering price, plus the accumulated and compounded interest on such Bonds. "Amortization Requirement", as applied to the Term Bonds of each maturity and for any Bond Year, shall mean the principal amount fixed or computed as hereinafter set forth for the retirement of such Term Bonds by purchase or redemption on the Principal Payment Date of the following Bond Year, as provided in the Supplemental Resolution contemplated by Section 301 hereof. "Amortized Cost", when used with respect to an obligation purchased at a premium above or discount below pare shall mean as of any subsequent date of valuation, the value obtained by dividing the total premium or discount by the number of interest payment dates remaining to maturity on any such obligation at the time of such purchase and by multiplying the amount calculated by the number of interest payment dates having passed since the date of purchase and (i) in the case of an obligation purchased at a premium, by deducting the product thus obtained from the purchase price, and (ii) in the case of an obligation purchased at a discount, by adding the product thus obtained to the purchase price. "Balloon Indebtedness" shall mean Indebtedness twenty-five percent (25%) or more of the principal of which matures in a single Bond Year on the same date, which portion of the principal is not required by the documents governing such Indebtedness to be amortized by payment or redemption prior to such date. If~ any Indebtedness consists partially of Variable Rate Indebtedness and partially of Indebtedness bearing interest at a fixed rate, the portion constituting Variable Rate Indebtedness and the portion bearing interest at a fixed ra~e shall be treated as separate issues for purposes of determining whether any such Indebtedness constitutes Balloon Indebtedness. "Bond Registrar" shall mean for the Bonds of any series, the bank or trust company, either within or without the State of Florida, designated as such by the City Council~ and performing the duties that are required by this Resolution and/or the duties set forth in the Supplemental Resolution providing for the issuance of such Bonds. "Bondholders" shall mean the registered owners of the Bonds. "Bonds" shall mean, collectively, the bonds issued under the provisions of Article II of this Resolution, but not any Junior Obligations or obligations payable from the General Account. "Bond Year" shall mean the period commencing on the first day of November of any calendar year and ending on the 31st day of October of the following calendar year or such other annual period commencing and ending on the dates specified in a Supplemental Resolution. "Business Day" shall mean any day other than a Saturday or Sunday, on which commercial banks (including the Fiscal Agent if a bank or trust company has been appointed as Fiscal Agent, the Bond Registrar, any. Depositary and any Paying Agent) are open for business in the State of Florida and in New York, New York and on which the New YOrk Stock Exchange is open. "Capital Appreciation Bonds" shall mean Bonds the interest on which is compounded and accumulated at the rates and on the dates set forth in a Supplemental Resolution and is payable upon redemption or on the maturity date of such Bonds. "City" shall mean the City of Boynton Beach, F~orida, a municipal corporation organized and existing under the laws of the State of Florida. "City Attorney" shall mean the City Attorney of the City or the officer succeeding to his principal functions. "City Clerk" shall mean the City Clerk of the City, any Deputy Clerk or the officer succeeding to his principal functions. "City Council" shall mean the City Council of the City of Boynton Beach or the board or body succeeding to its principal functions. "City Manager" shall mean the City Manager of the City or his designee or the officer succeeding to his principal functions. "Closing" shall mean the date on which Bonds are initially delivered against payment therefor. "Construction Account" shall mean the Boynton Beach Public Service Tax Revenue Bonds Construction Account, a special account created and designated by Section 401 of this Resolution. "Cost", as applied to any Project, shall embrace the cost of acquisition and construction and all obligations and expenses and all items of cost that are set forth in Section 402 of this Resolution. "Coverage" shall mean the number derived by dividing (a) the amount of the proceeds received by the City from Designated Revenues, as shown in any twelve consecutive, monthly reports of the eighteen monthly reports immediately preceding the date of calculation and adjusted in the manner described in Section 209 of this Resolution, by (b) the sum of (I) the maximum amount of the Debt Service Requirements for the current Bond Year and any future Bond Year on account of all Bonds and Parity Indebtedness (other than the Refunding Pledged Amount) then outstanding and (II) the maximum annual Refunding Pledged Amount for the current Bond Year and any future Bond Year. "Credit Bank" shall mean as to any particular series of Bonds, the person (other' than an Insurer) providing a letter of credit, a line of credit, a guaranty or another credit- or liquidity-enhancement facility, as designated in the Supplemental Resolution providing for the issuance of such Bonds. "Credit Facility" shall mean as to any particular series of Bonds, a letter of credit, a line of credit, a guaranty or another credit- or liquidity-enhancement facility (other than an insurance policy issued by an Insurer), as described in the Supplemental Resolution providing for the issuance of such Bonds. "Current Interest Bonds" shall mean Bonds the interest on which is payable on the Interest Payment Dates provided therefor in a Supplemental Resolution. "Daily Newspaper" shall mean a newspaper or journal published in the English language on at Business Day in each calendar week. financial least one "Debt Service Requirement" shall mean, for any Bond Year, the aggregate of (a) Principal and Interest Requirements on Bonds of all series then outstanding for such Bond Year and (b) the payments required to be made in respect of Parity Indebtedness for such Bond Year, employing the methods of calculation set forth in clauses (A), (B), and (C) of Section 209 hereof in the cases of Balloon Indebtedness, Variable Rate Indebtedness and Optional Tender Indebtedness; provided, however, that interest expense shall be excluded from the determinations of Debt Service Requirement to the extent such interest is to be paid from the proceeds of such Indebtedness or from investment (but not reinvestment) earnings thereon (other than proceeds and investment earnings on deposit in the Reserve Subaccount) if such proceeds shall have been invested in Federal Securities and to the extent such earnings may be determined precisely; and provided further that interest expense on Credit Facilities drawn upon to purchase but not to retire Bonds, to the extent such interest exceeds the interest payable on the related Bonds, shall be included in the determination of Debt Service Requirement. "Defaulted Interest" shall defined in Section 203 hereof. mean Defaulted Interest as "Depositary" shall mean any one or more banks or trust companies duly authorized by law to engage in the banking business and designated by the City Council as a depositary of moneys under the provisions of this Resolution. "Deposit Day" shall mean (i) the twentieth (20th) day of each month in which a withdrawal from the Designated ReVenue Account is required to accomplish the deposits and transfers required by Section 503 of this Resolution, and (ii) for any series of Bonds or for Parity Indebtedness any other day that may be designated in a Supplemental Resolution as a "Deposit Day". "Designated Revenue Account" shall mean the Boynton Beach Public Service Tax Fund and any other special account or subaccount created in accordance with the last paragraph of Section 501 of this Resolution. "Designated Revenues" shall mean (a) the non-ad valorem tax revenue source available to the City consisting of the public service taxes levied at any time on the purchase of electricity, metered or bottled gas (natural, liquified petroleum gas or manufactured), water service, telephone service~ and telegraph service pursuant to the authority granted to the City by Section 166.231, Florida Statutes; (b) any other non-ad valorem revenue source designated by the City Council as a "Designated Revenue" in the event all or any portion of the revenue source described in clause (a) of this paragraph becomes unavailable; and (c) all income realized from the investment of moneys on deposit in or credited to the Sinking Fund Account, whether such investment income remains in said account or is transferred to the Designated Revenue Account. "Federal Securities" shall mean obligations described in paragraphs (1) and (2) of the definition of Permitted Investments. "Finance Director" shall mean the Director of Finance of the City or his designee or the officer succeeding to his principal 'functions. "Fiscal Agent" shall mean the Finance Director or, if so designated by the City Council, any bank or trust company authorized by law to engage in the banking business and to exercise trust powers. "Fiscal Year" shall mean the period commencing on the first day of October and ending on the last day of September of the following year as the same may be amended from time to time to conform to the fiscal year of the City. "General Account" shall mean the Boynton Beach Public Service Tax Revenue Bonds General Account, a special account created and designated by Section 503 of this Resolution. "Government Obligations" shall mean (i) direct obligations of, or obligations the timely payment of the principal of and the interest on which are unconditionally guaranteed by, the United States of America, or evidences of indirect ownership of such obligations, and (ii) obligations of state or local government bond issuers, provision for the payment of the principal of and interest on which shall have been made by deposit with an escrow agent or trustee of obligations described in clause (i) the principal of and interest on which when due will be sufficient to pay the principal of and interest on such state or local governmental obligations when due. "Indebtedness" shall mean (i) Bonds, (ii) the Refunding Pledged Amount, (iii) all other indebtedness of the City for borrowed money payable from proceeds received from Designated Revenues and (iv) all installment sales and capital lease obligations incurred or assumed by the City and payable from proceeds received from Designated Revenues. Obligations to reimburse Credit Banks for amounts drawn under Credit Facilities to pay the Purchase Price of Optional Tender Indebtedness shall not constitute Indebtedness, except to the extent such obligations exceed the Debt Service Requirements on the Bonds or any Parity Indebtedness held by or pledged to or for the account of a Credit Bank that shall have paid the Purchase Price of Optional Tender Indebtedness. "Insurer" shall mean, as to any particular maturity or any particular series of Bonds, the person undertaking to insure such Bonds as designated in a Supplemental Resolution providing for the issuance of such Bonds. "Interest Payment Date" shall mean a May 1 or November-I, as the case may be; provided, however, that Interest Payment Date may mean, if so provided in a Supplemental Resolution, such other date or dates provided therein or permitted thereby. "Interest Period" shall mean each period from and including an Interest Payment Date to and including the day immediately preceding the next Interest Payment Date. "'Interest Requirement" for any Bond Year, as applied to Bonds of any series, shall mean the amount that is required to pay interest on all outstanding Bonds on the May 1 Interest Payment Date in such Bond Year and on the November 1 Interest Payment Date of the next succeeding Bond Year. If the Interest Payment Dates for any Bonds are other than or are in addition to May 1 and November 1, or if interest is not payable at a single numerical rate for the entire term of such Bonds, the "Interest Requirement" shall have the appropriate meaning assigned thereto by the Supplemental Resolution providing for the issuance of such Bonds. "Junior Obligations" shall mean the obligations of the City for the payment of the principal of and the interest on which moneys in the Junior Obligations Account are pledged pursuant to the provisions of Section 506 of this Resolution. "Junior Obligations Account" shall mean the Boynton Beach Public Service Tax Revenue Bonds Junior Obligations Account, a special account created and designated by the provisions of Section 503 of this Resolution. "Mayor" shall mean the Mayor or Vice Mayor' of the City or the officer succeeding to his principal functions. "Moody's" shall mean Moody's Investors Service, Inc., its successors and assigns and, in the event such corporation ceases to rate municipal bonds, any other nationally recognized rating service. '~1984 Bonds" shall mean the outstanding Recreational Facilities Revenue Bonds, Series 1984, of the City dated as of October 1, 1984. "1984 Resolution" shall mean Resolution No. 84-TTT, adopted by the City Council on September 5, 1984, as such resolution may be amended from time to time. "1986 Bonds" shall mean the Bonds authorized to be issued under Section 208 of this Resolution. "1986 Projects" shall mean (a) the construction of a multi-purpose civic center to consist of approximately 1,500 seats on a site to be owned by the City; (b) improvements required to complete the Congress Avenue Community Park, located on South Congress Avenue, including, inter alia, an additional section of tennis courts, a softball hitting practice-field, a baseball hitting practice-field, a playground, a picnic area (with pavillions), an outdoor amphitheater, parking lots, roads, entrances, and other related facilities; (c) improvements at Rolling Green Park, including a neighborhood-sized gymnasium with spectator seating; concession areas, lockers, showers, and public restrooms; space for meeting rooms and community activities; an adjacent parking lot; con- struction on the remainder of the acreage on North Seacrest, and the expansion of the existing park, to encompass the area sur- rounding the proposed community center and the construction thereon, of athletic ballfields with bleachers and lighting, outside basketball courts, children's playground and equipment, picnic area with tables, tennis courts and/or handball courts, parking, and other related facilities; (d) improvements at Rolling Green Elementary Community School Park, including parking facilities with approximately 40 spaces, lighted tennis courts, a multipurpose ballfield, basketball court improvements, quiet games- and picnic- areas, playground equipment improvements, and other related facilities; and (e) any other capital project or expenditure the City Council determines in a subsequent resolution should be acquired, constructed or made with the proceeds received from the sale of the 1986 Bonds. "Optional Tender Indebtedness" shall mean any portion of Indebtedness incurred under this Resolution a feature of which Indebtedness is an option on the part of the owners of such Indebtedness to tender to the City or to the Fiscal Agent or to any Depositary, Paying Agent, remarketing agent or other fiduciary for any such owners or remarketing agent, or to an agent of any of the foregoing, all or a portion of such Indebtedness for payment or purchase. "Outstanding" shall mean, when used with respect to the Bonds, all Bonds theretofore authenticated and delivered except: (a) Bonds paid or redeemed or delivered to or acquired by the City Council or the Bond Registrar for cancellation; (b) Bonds for which the Fiscal Agent or the Bond Registrar or any Depositary or Paying Agent shall hold sufficient moneys or Government Obligations the principal of and the interest on which, when due and payable, will provide sufficient moneys to pay the principal of, and the interest and redemption premium, if any, on such Bonds to their maturity date or dates or dates fixed with respect to Amortization Requirements or to the date or dates fixed for their optional redemption; provided, however, that for Variable Rate Indebtedness, the City Council may Provide in a Supplemental Resolution entered inSo prior to the issuance of such Variable Rate Indebtedness for a method of calculating the, or for a m~ximum assumed, rate of interest to be taken into account in determining the sufficiency of such moneys or Government Obligations; and (c) Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered under this Resolution; provided, however, that in determining whether the owners of the requisite principal amount of outstanding Bonds have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Bonds owned by the City or any other obligor upon the Bonds shall be disregarded and deemed not to be outstanding, except that the term "obligor upon the Bonds" shall not include any Insurer or any Credit Bank unless otherwise provided in a Supplemental Resolution and except that in determining whether the Fiscal Agent or Bond Registrar shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Bonds that the Fiscal Agent or Bond Registrar knows to be so owned shall be so disregarded. Bonds so owned that have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Fiscal Agent or Bond Registrar the pledgee's right so to act with respect to such Bonds and that the pledgee is not the City or any other obligor upon the Bonds except a Credit Bank or an Insurer. "Parity Indebtedness" shall mean any Indebtedness incurred in accordance with Section 704 of this Resolution and payable from proceeds received by the City from Designated Revenues on a parity with the Principal and Interest Requirements of the Bonds and either (I) on and after the date on which the City first satisfies the conditions set forth in the second paragraph of Section 514 of the 1984 Resolution, the 1984 Bonds if the 1984 Bonds are then deemed to be outstanding under the 1984 Resolution or (II) the Refunding Pledged Amount. "Paying Agents" shall mean with respect to the Bonds of each series the one or more banks or trust companies designated as the paying agent or tender agent in a Supplemental Resolution and performing the duties set forth in such Supplemental Resolution. "Permitted Investments" shall mean any of the following that at the time are legal investments under the laws of the State of Florida for moneys held hereunder and then proposed to be invested therein: (1) Government Obligations; (2) obligations, debentures, notes or other evidences of indebtedness issued or guaranteed by any of the following: Banks for Cooperatives, Federal Intermediate Credit Banks, Federal Home Loan Bank Systems, Export-Import Bank of the United States, Federal Financing Bank, Federal Land Banks, Federal National Mortgage Association or Government National Mortgage Association; (3) all other obligations issued or unconditionally guaranteed as to the timely payment of principal and interest by an agency or person controlled or supervised by and acting as an instrumentality of the United States of America pursuant to authority granted by the Congress of the United States of America; (4) obligations issued by public agencies or municipalities and fully secured as to the payment of both principal and interest by a pledge of annual contributions under an annual contributions contract or contracts with the United States of America, or temporary notes, preliminary loan notes or project notes issued by public agencies or municipalities and fully secured as to the payment of both principal and interest by a requisition or payment agreement with the United States of America; (5) interest-bearing demand or time deposits (including certificates of deposit) in banks and savings and loan associations, either having a capital and surplus of at least $20,000,000 at the time of the investment or any renewal thereof or secured at all times, in the manner and to the extent provided by law, by collateral security described in clauses (1) or (2) of this definition and of a market value of no less than the amount of moneys so invested; and (6) repurchase agreements with reputable financial institutions fully secured by investments described in clause (1) continuously having a market value at least equal to the amount so invested and held by a third party. "[P]erson" shall mean and include an association, unincorporated organization, a corporation, a partnership, a joint venture, a business trust, or a government or an agency or a political subdivision thereof, or any other public or private entity, or a natural person. "Predecessor Bonds" of any particular Bond shall mean every previous Bond evidencing all or a portion of the same debt as that evidenced by such particular Bond. For purposes of this definition, any Bond authenticated and delivered under Section 213 of this Resolution in lieu of a mutilated, destroyed, stolen or lost Bond shall be deemed to evidence the same debt as the mutilated, destroyed, stolen or lost Bond. "[P]rincipal" shall mean (i) with respect to the principal amount of any Capital Appreciation Bond, the Accreted Amoun~ thereof (the difference between the stated amount to be paid at maturity and the Accreted Amount being deemed unearned interest) except as used in this Resolution in connection with the authorization and issuance of Bonds and with the order of priority of payments of Bonds after an event of default, in which case "principal" means the initial public offering price of a Capital Appreciation Bond (the difference between the Accreted Amount and the initial public offering price being deemed interest) but when used in connection with determining whether the owners of the requisite principal amount of Bonds then outstanding have given any request, demand, authorization, direction, notice, consent of waiver, "principal amount" means the Accreted Amount and (ii) with respect to the principal amount of any Current Interest Bond, the principal amount of such Bond payable at maturity. "Principal and Interest Requirements" for any Bond Year shall mean the sum of the Principal Requirement and the Interest Requirement for such Bond Year. 10. "Principal and Interest Subaccount" shall mean the Principal and Interest Subaccount, a special subaccount created and designated by Section 503 of this Resolution. ~'Principal Payment Date" shall mean a November 1 upon which the principal of any Bond is stated to mature or upon which the principal of any Term Bond is subject to redemption in satisfaction of an Amortization Requirement; provided, however, Principal Payment Date may mean, if so provided by a Supplemental Resolution, such other date or dates as may be provided thereby or permitted therein. ~'Principal Requirement" for any Bond Year, as applied to the Bonds of any series, shall mean the sum of (a) the amount required to pay the principal of all outstanding Bonds of such series scheduled to mature on November 1 in the following Bond Year, and (b) the Amortization Requirement for the outstanding Term Bonds of such series for November 1 of the following Bond Year. If the Principal Payment Date for any Bonds is other than or in addition to a November 1, then "Principal Requirement" shall have the appropriate meaning assigned thereto by the applicable Supplemental Resolution. "Projects" shall mean, collectively, the 1986 Projects and any ot~her projects, including improvements to any project, designated as such by the City Council and financed as a whole or in part under this Resolution, all as described in the plans and specifications of the City, as such plans and specifications may be amended from time to time and filed at the office of the City Manager. "Purchase Price" shall mean the purchase price established in any Supplemental Resolution for Optional Tender Indebtedness as the purchase price to be paid for such Indebtedness upon an optional or mandatory tender of all or a portion of such Indebtedness. "Redemption Price" shall mean, with respect to Bonds or a portion thereof, the principal amount of such Bonds or portion thereof plus the applicable premium, if any, payable upon redemption thereof in the manner contemplated in accordance with their terms and this Resolution. 11. "Refunding Pledged Amount" shall mean the amount of Designated Revenues equal to the amount of the maximum annual debt service requirements for any Bond Year on account of all bonds and indebtedness payable on a parity therewith issued or incurred under the Refunding Resolution and then outstanding, less the amount of Guaranteed Entitlement (as defined in the Refunding Resolution) received or to be received in such Bond Year. "Refunding Resolution" shall mean the resolution adopted or to be adopted by the City Council, which resolution provides for the issuance of Recreational Facilities Revenue Refunding Bonds to pay or to provide for the payment of the 1984 Bonds. "Regular Record Date" shall mean, for each series of Bonds, the record date or dates established for the Bonds of such series in a Supplemental Resolution. "Reserve Subaccount" shall mean the Reserve Subaccount, a special accoun~ created and designated by Section 503 of this Resolution. "Reserve Subaccount Insurance Policy" shall mean the insurance policy or surety bond or irrevocable letter of credit or guaranty deposited in the Reserve Subaccount in lieu of or in partial substitution for cash on deposit or to be deposited therein. Such Reserve Subaccount Insurance Policy shall be payable (upon the giving of notice as required thereunder) on any Interest or Principal Payment Date (for the series of Bonds respect of which it was deposited) on which a deficiency exists in the Principal and Interest Subaccount. The issuer providing such Reserve SUbaccount Insurance Policy shall be (A) an insurer that has been assigned either (i) one of the two highest policyholder ratings accorded insurers by A.M. Best & Co. or any comparable service or (ii) for bonds insured by the issuer of such Policy, a rating by either Moody's or Standard & Poor's in one of the two highest rating categories (without regard to gradations, such as "plus" or "minus", of such categories) or (B) a commercial bank, insurance company or other financial institution the bonds payable or guaranteed by which have been assigned a rating by either Moody's or Standard & Poor's in one of the two highest rating categories (without regard to gradations, such as "plus" or "minus", of such categories). "Reserve Subaccount Requirement" (a) as to each series of Bonds shall mean, as of any date of calculation, an amount of money, securities or Reserve Subaccount Insurance Policy equal to 50% of the maximum Principal and Interest Requirements for any Bond Year if the Coverage on the date of calculation is at least 2, 75% of the maximum Principal and Interest Requirements for any 12. Bond Year if the Coverage on the date of calculation is less than 2 but is at least 1.75, and 100% of the maximum Principal and Interest Requirements for any Bond Year if the Coverage is less than 1.75; and (b) as to Parity Indebtedness (except the 1984 Bonds) shall mean an amount of money, securities or Reserve Subaccount Insurance Policy equal to 50% of the maximum annual payments to be made on such Parity Indebtedness in any Bond Year if the Coverage on the date of calculation is at least 2, 75% of the maximum amount of annual payments to be made on such Parity Indebtedness in any Bond Year if the Coverage is less than 2 but is at least 1.75, and 100% of the maximum amount of annual payments to be made on such Parity Indebtedness if the Coverage is less than 1.75. In computing the Reserve Subaccount Requirement in respect of any Bonds or Parity Indebtedness that constitute Variable Rate Indebtedness, the interest rate on such Bonds or Parity Indebtedness shall be assumed to be the greatest of (i) the interest rate on any Bonds or Parity Indebtedness that do not constitute Variable Rate Indebtedness delivered simultaneously with the Bonds or Parity Indebtedness that constitute Variable Rate Indebtedness, (ii) one hundred twenty- five percent (125%) of the daily average interest rate on any outstanding Bonds or Parity Indebtedness constituting Variable Rate Indebtedness during the twelve (12) months ending with the month preceding the date of calculation, or such shorter period that such Bonds or Parity Indebtedness shall have been outstanding, (iii) the rate of interest on such Bonds or Parity Indebtedness constituting Variable Rate Indebtedness on the date of calculation and (iv) the interest rate determined in a Supplemental Resolution and in a letter from an investment banking or financial advisory firm to be the interest rate such Bonds or Parity Indebtedness would have borne had such Bonds or Parity Indebtedness not constituted Variable Rate Indebtedness. In the case of Bonds or Parity Indebtedness constituting Balloon Indebtedness, the Principal Requirement or principal payment shall be adjusted to include the greatest principal amount established for any Bond Year pursuant to clauses (A)(i) or (ii) of Section 209 of this Resolution. In connection with the Bonds or Parity Indebtedness constituting Optional Tender Indebtedness, the date or dates on which the owners thereof may at their option tender such Bonds or Indebtedness for payment or purchase shall be disregarded. "Resolution" shall mean this Resolution as the same may be amended or supplemented from time to time in accordance with Article X hereof. 13. "Serial Bonds" shall mean the Bonds that shall be stated to mature in annual installments and "Term Bonds" shall mean Bonds of a series, other than Serial Bonds, that shall be stated to mature on one or more dates. "Sinking Fund Account" shall mean the Boynton Beach Public Service Tax Revenue Bonds Interest and Sinking Fund Account, a special account created and designated by Section 503 of this Resolution. "Special Record Date" for the paymen5 of any Defaulted Interest on Bonds shall mean a date fixed by the Bond Registrar pursuant to Section 203 of this Resolution. "Standard & Poor's" shall mean Standard & Poor's Corporation and its successors and assigns and, in the event such corporation ceases to rate municipal bonds, any other nationally recognized rating service. "Supplemental Resolution" shall mean (a) an agreement between the City and the Bond Registrar or any Paying Agent, supplemental to this Resolution and in conformity with the provisions of Article X hereof, or (b) a resolution adopted by the City Council in conformity with the provisions of this Resolution, providing for the issuance of a series of Bonds and setting forth the provisions and details thereof not inconsistent herewith. "Variable Rate Indebtedness" shall mean any portion of Indebtedness the interest rate on which is not established at the time of incurrence of such Indebtedness at a single numerical rate for the entire term of the Indebtedness. Section 102. Rules of Construction. (a) Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, the words "Bond", "owner ", "holder" and "person" shall include the plural as well as the singular number, and the word "holder" or "Bondholder" or "owner" when used herein with respect to Bonds issued hereunder shall mean the registered owner of Bonds at the time issued and outstanding hereunder. (b) Headings of articles in sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, contruction or effect hereof. 14. (c) Provisions calling for the redemption of Indebtedness or the calling of Indebtedness for redemption do not mean or include the payment of Indebtedness a5 its stated maturity. 15. ARTICLE II. Form, Execution, Issuance, Authentication, Delivery and Registration of Bonds Section 201. Limitation of Issuance of Bonds. No Bonds may be issued under this Resolution except in accordance with the provisions of this Article. All covenants, agreements and provisions of this Resolution shall be for the equal benefit and security of all present and future Bondholders without preference, priority or distinction as to lien or otherwise, except as otherwise hereinafter provided. Section 202. Form of Bond's. Unless otherwise provided in a Supplemental Resolution, the definitive Bonds are issuable in fully registered form in the denomination of $5,000 or any integral multiple thereof. The definitive Bonds issued under the provisions of Section 208 of this Article shall be substantially in the form hereinafter set forth, with such appropriate variations, omissions and insertions as are required or permitted by this Resolution. The Bonds issued under the provisions of any other Section of this Article shall be substantially in the form hereinafter set forth, with such additional changes as may be necessary or appropriate to conform to the provisions of this Resolution and any Supplemental Resolution providing for the issuance of such Bonds. All such Bonds 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 of any securities exchange on which the Bonds may be listed or any usage or requirement of law with respect thereto. 16. [Form of Face of Bonds] No. United States of America State of Florida County of Palm Beach City of Boynton Beach Public Service Tax Revenue Bond Series 1986 [Initial] Interest Rate Maturity Date Original Issue Date CUSIP No. Registered Owner Principal Amount Dollars The City of Boynton Beach (the "City"), a municipal corporation organized and existing under the laws of the State of Florida, for value received, promises to pay, but solely from the sources and in the manner described herein, to the Registered Owner named above, or registered assigns, on the Maturity Date set forth above (or earlier as hereinafter referred to), upon the presentation and surrender hereof, a5 the principal corporate trust office of , in , (said bank, together with any successor appointed to act as such, is hereinafter referred to as the "Bond Registrar"), the Principal Amount set forth above in any coin or currency of the United States of America that on the date of payment thereof is legal tender for the payment of public and private debts, and to pay in like coin or currency interest on said Principal Amount on [each 1 and l, commencing ,] solely from such sources, from the date hereof or the [ 1 or 1] 17. next preceding the date on which this bond is authenticated unless it is authenticated on [ 1 or 1], in which event from such date, [at the Interest Rate set forth above] 'until the Principal Amount hereof is paid. The interest so payable and punctually paid or duly provided for on any interest payment date will, as provided in the Resolution hereinafter referred to, be paid by check mailed to the person in whose name this Bond (or one or more Predecessor Bonds, as defined in the Resolution) is registered at the close of business on the regular record date for such interest [, which shall be the next preceding such interest payment date]. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered owner on such regular record date and may be paid to the person in whose name this Bond (or any Predecessor Bond, as defined in the Resolution) is registered at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Bond Registrar hereinafter mentioned, notice whereof being given by the Bond Registrar by mail to the registered owners not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Bonds of ~this series may be listed and upon such notice as may be required by such exchange, or as more fully provided in the Resolution. Such payment of interest shall be by check mailed to the registered owner at such owner's address as it appears on the bond registration books of the City maintained by the Bond Registrar and shall be made in any coin or currency of the United States of America that on the date of payment thereof is legal tender for the payment of public and private debts. Revise the paraqraph above as appropriate for Capital ADpreciation Bonds and for such Bonds that become Current Interest Bonds and for Variable Rate Indebtedness and for such Bonds that may convert to a fixed interest rate. This Bond shall not be deemed to constitute a debt of the City or a pledge of the faith and credit of the City, but shall be payable exclusively from the special account provided therefor from the proceeds received by the City from certain designated, non-ad valorem tax revenue sources, particularly certain public service tax revenues (the "Designated Revenues"). The issuance of this Bond shall not directly or indirectly or contigently obligate the City to levy or to pledge any form of taxation whatever therefor, other than the Designated Revenues, and the holder of this Bond shall have no recourse to the power of ad valorem taxation. 18. This Bond is one of a duly authorized series of revenue bonds of the City known as "City of Boynton Beach Public Service Tax Revenue Bonds, Series 1986" (the "Series 1986 Bonds"), consisting of Bonds [stated to mature in annual installments on [November] ! in the years 19 to , inclusive ("Serial Bonds"), and of Bonds stated to mature on the 1st day of [November], ("Term Bonds")], all of like date and issued for the purpose of providing funds, together with any other available funds, for paying the Cost (as defined in the Resolution) of acquiring and constructing the 1986 Projects described in the Resolution. The Series 1986 Bonds, together with any other Bonds of the City issued under the Resolution are referred to herein as the "Bonds". ADDITIONAL PROVISIONS OF TEIS BOND ARE SET FORTE ON TEE REVERSE EEREOF AND S~tALL FOR ALL PURPOSES HAVE TEE SAME EFFECT AS T~OUG~ SET FORTE EERE. IN WITNESS WHEREOF, the City of Boynton Beach has caused this Bond to bear the facsimile signature of [to be signed by] its Mayor and to bear the facsimile signature of [to be signed by] its City Clerk and a facsimile of its official seal to be imprinted hereon, all as of the 1st day of , . CITY OF BOYNTON BEAC~ By Mayor [Seal] City Clerk The foregoing Bond has been approved by me as to form and correctness. [Facsimile Siqnature] City Attorney 19. CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds of the seri~s designated therein and issued under the provisions of the within-mentioned Resolution. Bond Registrar By Authorized Officer Date of Authentication: [Form of Reverse of Bonds] Ail of the Bonds of this series are issued under and pursuant to a resolution (the "Resolution") duly adopted by the City Council on March 4, 1986, reference to which is hereby made for the provisions, among others, with respect to the custody and application of the proceeds of Bonds issued under the Resolution, the account charged with and pledged to the payment of the principal of and premium, if any, and interest on the Bonds, the nature and extent of the security, the terms and conditions on which the Bonds are or may be issued, the rights, duties and obligations of the City under the Resolution and the rights of the owners of the Bonds, and, by the acceptance of this Bond, the owner hereof assents to all the provisions of the Resolution. This Bond is issued and the Resolution was adopted under and pursuant to the Constitution and laws of the State of Florida, particularly the Charter of the City and Chapter 166, Florida Statutes. 20. The Resolution provides for the deposit of a sufficient amount of the proceeds received by the City from Designated Revenues to the credit of a special account, which account is pledged to the extent set forth in the Resolution to the payment of the principal of and premium, if any, and interest on all Bonds and Parity Indebtedness (as defined in the Resolution) issued under or in accordance with the Resolution and to create a reserve for such purpose. [Insert as appropriate paraqraphs concerninq credit enhancement.] Reference is made to the Resolution for a more complete statement of the provisions thereof and of the rights of the City and the owners of Bonds. Copies of the Resolution are on file and may be inspected at the principal office of the Finance Director of the City ~n the City of Boynton Beach, Florida. The Series 1986 Bonds are issuable as registered Bonds without coupons in the denomination of [$5,000] or any integral multiple thereof. At the principal corporate trust office of the Bond Registrar in the manner and subject to the limitations and conditions provided in the Resolution, Bonds may be exchanged for an equal aggregate principal amount of Bonds of the same series and maturity, of other authorized denominasions and bearing interest at the same rate. Any Bondholder requesting any exchange or registration of transfer of this Bond shall pay any tax or other governmental charge required to be paid with respect thereto but shall not bear any other cost with respect thereto. Except as otherwise provided in the Resolution or any Supplemental Resolution, the Bond Registrar shall not be required to make any exchange or to register the transfer of any Bond during the period of [fifteen (15)] days immediately preceding the day on which a notice of redemption of Bonds or any portion thereof is to be mailed or after such Bond (or any portion thereof) has been selected for redemption. [Insert as appropriate Daraqraphs concerninq riqhts and obliqations of Bond owners to "put" their Bonds and methods of determininq the interest rates on Bonds as Variable Rate Indebtedness and upon conversion to fixed rate Bonds.] [Insert optional redemption provisions applicable to the Bonds beinq issued]. In addition, Series Bonds stated to mature on , shall be called for redemption, pursuant to the sinking fund redemption requirements of, and in the amounts 21. of the Amortization Requirements provided in, the Resolution, on 1, and on each 1 thereafter to and including 1, , at the principal amount thereof plus accrued interest to the redemption date, and without premium. If less than all of the Bonds of any one maturity of a series shall be called for redemption,, the partiCular Bonds or portions of Bonds to be redeemed from such series and maturity shall be selected by lot or in such other manner as the Fiscal Agent deems appropriate as provided in the Resolution. At least [thirty (30)] days before the redemption date of any Series Bonds, whether such redemption is in whole or in part, the City shall cause a notice of any such redemption signed by the Fiscal Agent to be mailed, first class mail, postage prepaid, to all registered owners of Series Bonds to be redeemed in whole or in part, but any defect in such notice or the failure so to mail any such notice to the registered owner of any Bond shall not affect the validity of the proceedings for the redemption of any other Bonds. On the date fixed for redemption, notice having been mailed in the manner provided in the Resolution, the Series Bonds or portions thereof called for redemption shall be due and payable at the redemption price provided therefor, plus accrued interest to such date. If a portion of this Bond shall be called for redemption a new Series Bond or Bonds in principal amount equal to the unredeemed portion hereof will be issued to the registered owner upon the surrender hereof. The owner of this Bond shall not have any right to enforce the provisions of the Resolution, to institute action to enforce the covenants therein, to take any action with respect to any event of default under the Resolution, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Resolution. Upon the occurrence of certain events of default under the Resolution, and on the conditions, in the manner and with the effect set forth in the Resolution, the principal of all Bonds then outstanding under the Resolution may become or may be declared due and payable before the stated maturities thereof, together with the interest accrued thereon. Modifications or alterations of the Resolution or of any resolution supplemental thereto may be made only to the extent and under the circumstances permitted by the Resolution. The transfer of this Bond is registrable by the owner hereof in person or by his attorney or legal representative at the principal corporate office of the Bond Registrar but only in the 22. manner and subject to the limitations and conditions provided in the Resolution and upon the surrender and cancellation of this Bond. Upon any such registration of transfer the City shall execute and the Bond Registrar shall authenticate and deliver in exchange for this Bond a new Bond or Bonds, registered in the name of the transferee, of authorized denominations in aggregate principal amount equal to the principal amount of this Bond, of the same series and maturity and bearing interest at the same rate. Ail acts, conditions and things required to happen, exist and be performed precedent to and in the issuance of this Bond have happened, exist and have been performed as so required. This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Resolution until it shall have been authenticated by the execution by the Bond Registrar~ of the certificate of authentication endorsed hereon. [Form of Assignment] FOR VALUE RECEIVED, the undersigned hereby sellsf assigns and transfers unto [Please Print or Typewrite Name, Tax Identification Number and AddreSs of Transferee] the within bond, and all rights thereunder and hereby irrevocably constitutes and appoints attorney to register the transfer of the within bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: 23. NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within bond in every particular, without alteration or enlargement or any change whatever. Signature Guaranteed* by: * Signatures must be guaranteed by a commercial bank or trust company having an officer or correspondent in New York, New York, or by a firm having membership on the New York Stock Exchange. 24. Section 203. Details and Execution of Bonds. Unless otherwise provided in a Supplemental Resolution, the Bonds shall be dated, shall bear interest until their payment, such interest to the respective maturities of the Bonds being payable semiannually on the 1st days of May and November in each year, and shall be stated to mature (subject to the right of prior redemption), all as hereinafter provided. Unless otherwise provided in a Supplemental Resolution, each Bond shall bear interest from the Interest Payment Date next preceding the date on which it is authenticated, unless it is (a) authenticated on an Interest Payment Date, in which case it shall bear interest from such Interest Payment Date, or (b) authenticated prior to the first Interest Payment Date, in which case it shall bear interest from its date; provided, however, that if at the time of authentication of any Bond interest is in default, such Bond shall bear interest from the date to which interest shall have been paid. Unless otherwise provided in a Supplemental Resolution, the Bonds shall bear the manual or facsimile signatures of the Mayor and the City Clerk, but it shall not be necessary that the same officer sign all of the Bonds that may be issued hereunder at any one time, and a facsimile of the official seal of the City shall be imprinted on the Bonds. In case any officer whose signature or a facsimile of whose signature shall appear on any Bonds shall cease to be such officer before the delivery of such Bonds, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes the same as if he had remained in office until such delivery, and also any Bond may bear the facsimile signature of or may be signed by such persons as at the actual time of the execution of such Bond shall be the proper officers to sign such Bond although at the date of such Bond such persons may not have been such officers. The principal of and premium, if any, and the interest on the Bonds shall be payable in any coin or currency of the United States of America that on the respective dates of payment thereof is legal tender for the payment of public and private debts. Unless otherwise provided in a Supplemental Resolution, the principal of all Bonds shall be payable at the principal corporate trust office of the Bond Registrar upon the presentation and surrender of such Bonds as the same shall become due and payable. 25. Interest on any Bond that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid by check or draft (unless otherwise provided in a Supplemental Resolution) to the person in whose name that Bond (or one or more Predecessor Bonds) is registered at the close of business on the Regular Record Date for such Interest Payment Date. Any interest on any Bond that is payable but that is not punctually paid or duly provided for, on any Interest Payment Date ("Defaulted Interest"), shall forthwith cease to be payable to the owner as of the relevant Regular Record Date solely by virtue of such owner's having been such owner on such Date; and such Defaulted Interest may be paid by the City, at its election in each case, as provided in subparaqraph A or B below: A. The City may elect to make payment of any Defaulted Interest on the Bonds to the persons in whose names such Bonds are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which Special Record Date shall be fixed in the following manner. The Fiscal Agent (or the City, if the Fiscal Agent is no longer the Finance Director) shall notify the Bond Registrar and any Paying Agent (and the Fiscal Agent, if no longer the Finance Director), in writing of the amount of Defaulted Interest proposed to be paid on each Bond and the date of the proposed payment (which date shall be a date that will enable the Piscal Agent, Bond Registrar or Paying Agent to comply with the next sentence hereof), and at the same time the City shall deposit or cause to be deposited with the BOnd Registrar an amount of money equal to the aqqregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Bond Registrar for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the persons entitled to such Defaulted Interest as in this subparagraph provided. Thereupon, the Bond Registrar shall fix a Special Record Date for the payment of such Defaulted Interest that shall be not more than 15 days nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Bond Registrar of the notice of the proposed payment. The Bond Registrar shall promptly notify the City and any Paying Agents of such Special Record Date, and the Bond Registrar, in the name and at the expense of the City, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class mail postage prepaid, to each owner, at his address as it appears in the registration books maintained under Section 206 of this Resolution, not less than 10 days prior to such Special Record Date. The Bond 26. Registrar may, in its discretion, in the name and at the expense of the City, cause a similar notice to be published at least once in a financial newspaper distributed in the Borough of Manhattan, City and State of New York, and a newspaper of general circulation in the City of Boynton Beach, Florida, but such publications shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and of the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the persons in whose names the Bonds (or their respective Predecessor Bonds) are registered on such Special Record Date and shall no longer be payable pursuant to the following subparagraph B. B. The City may make payment of any Defaulted Interest on the Bonds in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Bonds may be listed and upon such notice as may be required by such exchange, if, after notice given by the City to the Fiscal Agent and the Bond Registrar of the proposed payment pursuant to this subparagraph, such payment shall be deemed practicable by the Bond Registrar. Subject to the foregoing provisions of this Section, each Bond delivered under this Resolution upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, that were carried by such other Bond, and each such Bond shall bear interest from a date such that 'neither gain nor loss in interest shall result from such transfer, exchange or substitution. Section 204. Authentication of Bonds. Only such of the Bonds as shall have endorsed thereon a certificate of authentication substantially in the form hereinabove set forth, duly executed by the Bond Registrar, shall be entitled to any benefit or security under this Resolution. No Bond shall be valid or obligatory for any purpose unless and until such certificate of authentication shall have been duly executed by the Bond Registrar, and such certificate of the Bond Registrar upon any such Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Resolution. The Bond Registrar's certificate of authentication on any Bond shall be deemed to have been duly executed if signed by an authorized officer of the Bond Registrar, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds that may be issued hereunder at any one time. 27. Section 205. Exchanqe of Bonds. Bonds, upon surrender thereof at the principal corporate trust office of the Bond Registrar, together with an assignment duly executed by the registered owner or his attorney or legal representative in such form as shall be satisfactory to the Bond Registrar, may, at the option of the owner thereof, be exchanged for an equal aggregate principal amount of Bonds of the same series and maturity of any denomination or denominations authorized by this Resolution, and bearing interest at the same rate as the Bonds surrendered for exchange. The City shall make provision for the exchange of Bonds at the principal corporate trust office of the Bond Registrar. Section 206. Reqistration of Transfer. Except as otherwise provided in a Supplemental Resolution, the Bond Registrar shall keep books for the registration of and for the registration of transfer of Bonds, and, if so provided by Supplemental Resolution, of Parity Indebtedness, as provided in this Resolution. The transfer of any Bond may be registered only upon the books kept for the registration of and registration of transfer of Bonds upon surrender of such Bond to the Bond Registrar, together with an assignment duly executed by the registered owner or his attorney or legal representative in such form as shall be satisfactory to the Bond Registrar. Upon any exchange or registration of transfer, the City shall execute and the Bond Registrar shall authenticate and deliver in exchange for such Bond a new Bond or Bonds, registered in the name of the transferee, of any denomination or denominations authorized by this Resolution in an aggregate principal amount equal to the principal amount of such Bond surrendered, of the same series and maturity and bearing interest at the same rate. In all cases in which Bonds shall be exchanged or the transfer of Bonds shall be registered hereunder, the City shall execute and the Bond Registrar shall authenticate and deliver within a commercially reasonable time according to then prevailing industry standards Bonds in accordance with the provisions of this Resolution. All Bonds surrendered in any such exchange or registration of transfer shall forthwith be cancelled by the Bond Registrar. The City or the Bond Registrar may make a charge for every such exchange or registration of transfer of Bonds sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such exchange or registration of transfer, but no other charge shall be made to any Bondholder for the privilege of exchanging or reqisterinq the transfer of Bonds under the provisions of this Resolution. Except as otherwise provided in a Supplemental 28. Resolution, neither the City nor the Bond Registrar shall be required to make any such exchange or registration of transfer of Bonds during the fifteen (15) days immediately preceding the day on which a notice of redemption of Bonds is to be mailed accordance with Section 302 of this Resolution or after such Bond or any portion thereof has been selected for redemption. Section 207. Ownership of Bonds. The City, the Fiscal Agent, the Bond Registrar and the Paying Agents may deem and treat the person in whose name any Bond is registered on the books of the City kept by the Bond Reqistrar as the absolute owner of such Bond for the purpose of receiving payment of principal of and premium, if any, and interest on, such Bond and for all other purposes whatsoever, whether such Bond be overdue and, to the extent permitted by law, neither the City, the Fiscal Agent, the Bond Registrar nor the Paying Agents shall be affected by any notice to the contrary. Section 208. Issuance of 1986 Bonds. Bonds of the City in an aggregate principal amount of not exceeding $11,000,000 may be issued at one time or in series from time to time under, and secured by, this Resolution, subject to the conditions hereinafter provided in this Section, for the purpose of providing funds, together with any available funds, for paying the Cost of 'the 1986 Projects, including the costs of issuing the 1986 Bonds, and for making a deposit or deposits to the Reserve Sub.account, and/or for paying the cost of obtaining a Reserve Subaccount Insurance Policy. Such Bonds may be issued as Current Interest Bonds, Capital Appreciation Bonds, Balloon Indebtedness, Variable Rate Indebtedness, Optional Tender Indebtedness, Serial Bonds, or Term Bonds, or any combination thereof, shall have such series designation or designations, shall be dated and shall be stated to mature, subject to the right and requirement, if any, of prior redemption, on the dates and in the principal amounts, shall have such other details, shall be sold in such manner to such purchasers upon the payment of such purchase price and may be insured and may be secured by a Credit Facility as a whole or in part, all as shall be provided by the applicable Supplemental Resolution. Except as to any Credit Facility or insurance policy in respect of the Bonds or any Reserve Subaccount Insurance Policy and as to any differences in the rate or rates of interest, the maturities or the provisions for redemption or purchase and except for such differences, if any, respecting the use of moneys in various subaccounts in the Sinking Fund Account, the Bonds shall be on a parity with and shall be entitled to the same 29. benefit and security of this Resolution as all other Bonds theretofore and thereafter issued, and any Parity Indebtedness incurred, under or in accordance with this Resolution. As provided in Section 501 of this Resolution, prior to the earlier of the date on which provision is made for the payment of the principal of and premium, if any, and interest on the 1984 Bonds and the date on which the Finance Director delivers to the Bond Registrar a certificate evidencing satisfaction by the City of the conditions set forth in the second paragraph of Section 514 of the 1984 Resolution, the 1986 Bonds shall be payable from proceeds received by the City from Designated Revenues after payments and deposits required under the 1984 Resolution to be made from proceeds of the Designated Revenues have been made. Before the 1986 Bonds of any series shall be issued under the provisions of this Section, the City Council shall adopt a resolution authorizing the issuance of such Bonds, fixing the amount and the details thereof, and providing for the capitalization, if any, of interest on the Bonds of such series. Such Bonds shall be executed in the form and manner hereinabove set forth, with such changes as may be necessary or appropriate to conform to the provisions of the Supplemental Resolution authorizing the issuance of such Bonds, and shall be deposited with the Bond Registrar for authentication, but before such Bonds shall be authenticated by the Bond Registrar, there shall be delivered to the Bond Registrar the following: (a) a copy, certified by the City Clerk, of this Resolution, of the Refunding Resolution, if any, and, if the 1984 Bonds are then outstanding, of the 1984 Resolution; (b) a copy, certified by the City Clerk, of the Supplemental Resolution adopted by the City Council providing for the application of the proceeds of the Bonds of such series, awarding such Bonds, specifying, among othsr things, the interest rate of each of such Bonds and directing the delivery of such Bonds to or upon the order of the purchasers therein named upon payment of the purchase price therein set forth; (c) an opinion of the City Attorney stating that the issuance of the Bonds has been duly authorized and that all conditions precedent to the delivery of the Bonds have been fulfilled; and (d) if the 1984 Bonds are then outstanding and the 1986 Bonds are then to be payable from proceeds received by the City from Designated Revenues on a parity with the 1984 Bonds 30. then outstanding, a certificate of the Finance Director evidencing compliance with the provisions of the second paragraph of Section 514 of the 1984 Resolution. When the documents mentioned above in this Section shall have been delivered to the Bond Registar and when the Bonds described in the resolutions mentioned in clauses (a) and (b) of this Section shall have been executed as required by this Resolution, the Bond Registrar shall authenticate and deliver such Bonds at one time to or upon the order of the purchasers named in the resolution mentioned in said clause (b), but only upon paymen5 to the Fiscal Agent of the purchase price of such Bonds and the accrued interest, if any, thereon. The Fiscal Agent and the Bond Registrar shall be entitled to rely upon such resolution as to all matters stated therein. Except as provided in a Supplemental Resolution, the proceeds (excluding accrued interest) of such Bonds shall be transferred by the Fiscal Agent to the Depositary designated by the City Council for deposit to the credit of the Construction Account; provided, however, that the Fiscal Agent shall deduct from such proceeds and deposit to the credit of the Reserve Subaccount in the Sinking Fund Account such amount, if any, as may be required to make the amount then to the credit of the Reserve Subaccount equal to the Reserve Subaccount Requirement for all Bonds then outstanding; and provided, further, that the Fiscal Agent shall also deduct from such proceeds and shall deposit to the credit of the Principal and Interest Subaccount in the Sinking Fund Account or transfer to the Depositary designated by the City for deposit to a special subaccount in ~the Construction Account such amount of interest during construction as is set forth in the Supplemental Resolution of the City Council authorizing the issuance of such Bonds. The amount received as accrued interest on such Bonds shall be deposited with the Fiscal Agent to the credit of the Principal and Interest Subaccount in the Sinking Fund Account. Section 209A. Additional Bonds Issuable When 1984 Bonds are Outstandinq; No Additional Bonds or Parity Indebtedness Under 1984 Resolution. If and so long as 1984 Bonds are deemed to be outstanding under the 1984 Resolution but in such case, only on and after the date on which the Finance Director delivers the certificate described in clause I of this Section 209A, additional BOnds may be issued from time to time under, and secured by, this Resolution subject to the conditions hereinafter provided in this Section, for the purpose of paying all or any part of the Cost of any additional Project or Projects or for any other lawful purpose. Such Bonds may be issued as Current Interest Bonds, Variable Rate Indebtedness, Capital Appreciation Bonds, Optional Tender Indebtedness, Balloon Indebtedness, Serial Bonds or Term Bonds or any combination thereof; provided, however, that so long 31. as the 1984 Bonds are deemed to be outstanding, no additional Bonds may be issued hereunder and no Parity Indebtedness may be incurred unless and until the conditions set forth in clause I of this Section 209A shall have been satisfied. As provided in Section 501 hereof, the City covenants that at no time will it issue any additional Bonds or incur any Parity Indebtedness under or pursuant to the 1984 Resolution. Before any Bonds shall be issued under the provisions of this Section, the City Council shall adopt a resolution authorizing the issuance of such Bonds and fixing the amount and the details thereof. The Bonds of each series issued under th'e provisions of this Section shall be designated, shall be dated, shall bear interest at a rate or rates, shall be stated to mature in such year or years and shall be made redeemable at such times and prices (subject to the provisions of Article III of this Resolution), may be insured and may be secured by a Credit Facility, all as may be provided by the resolution authorizing the issuance of such Bonds. Except as to any Credit Facility or insurance policy or any Reserve Subaccount Insurance Policy in respect to the Bonds and as to any differences in the maturities thereof or the rate or rates of interest or the provisions for redemption or purchase and except for such differences, if any, respecting to the use of moneys in various subaccounts in the Sinking Fund Account, such additional Bonds shall be on a parity with and shall be entitled to the same benefit and security under this Resolution as the Bonds issued under the provisions of Section 208 of this Article. Such additional Bonds shall be executed substantially in the form and manner hereinabove set forth and shall be authenticated by the Bond Registrar, but before such Bonds shall be delivered by the Bond Registrar there shall be delivered to the Bond Registrar the following: (a) a copy, certified by the Clerk, of the resolution mentioned above, together with an executed counterpart of an applicable Supplemental Resolution, if any; (b) a copy, certified by the Clerk, of the Supplemental Resolution adopted by the City Council awarding such Bonds, designating the Bond Registrar and the Paying Agents for such Bonds, fixing the Amortization Requirements for the Term Bonds, if any, of such series, specifying the interest rate for each of such Bonds and directing the authentication and delivery of such Bonds to or upon the order of the purchasers therein named upon payment of the purchase price therein set forth and the accrued interest on such Bonds; (c) a statement, signed by the Mayor or the City Manager giving a brief and general description of the Project or Projects and the scope thereof and the estimate of the Cost 32. to the City of such Project or Projects, including an amount for contingencies but excluding financing charges, reserves and interest during construction, and an estimate of the date such Project or Projects will be placed in service or an opinion that such Project or Projects has or have previously been placed in service and certifying that, according to the estimate of the total amount required to pay the Cost to the City of such Project or Projects, the proceeds of such Bonds (net of amounts required for financing charges, reserves and capitalized interest), together with other funds made or to be made available therefor, will be sufficient for paying such Cost; (d) a certificate, setting forth signed by the Finance Director, (i) the amount of the proceeds received by the City from Designated Revenues shown by any twelve consecutive, monthly reports of the last eighteen monthly reports filed under the provisions of Section 703 of this Resolution immediately preceding the date of such certificate, and (ii) the maximum combined amount in any Fiscal Year after the date of such certificate of the "principal and interest requirements" (as defined in the 1984 Resolution) of the 1984 Bonds, the principal and interest accruing on any Indebtedness then outstanding issued on a parity with the 1984 Bonds, the principal and interest accruing on the 1986 Bonds and the principal and interest accruing on the Indebtedness then to be incurred; (e) a certificate, signed by the Mayor and the City Attorney, stating that the City is not then in default in the performance of any of the covenants (except the covenant set forth in Section 603 hereof), conditions, agreements or provisions contained in this Resolution or in the 1984 Resolution; and (f) an opinion of the City Attorney stating that the issuance of such Bonds has been duly authorized and that all conditions precedent to the delivery of such Bonds have been fulfilled. When the documents mentioned above in this Section shall have been delivered to the Bond Registrar and when the Bonds described in the resolutions mentioned in clauses (a) and (b) of this Section shall have been executed and authenticated as required by this Resolution, the Bond Registrar shall deliver such Bonds at 33. one time to or upon the order of the purchasers named in the resolution mentioned in said clause (b) hereof, but only upon payment to the Fiscal Agent of the purchase price of such Bonds and the accrued interest, if any, thereon. The Fiscal Agent and the Bond Registrar shall be entitled to rely upon such resolution as to the names of the purchasers, the names of the Bond Registrar and the Paying Agents for such Bonds, the Amortization Requirements for the Term BOnds, if any, of such series, the interest rate of each of such Bonds and the amount of such purchase price, but the Bond Registrar shall not deliver such Bonds unless (I) the Fiscal Agent shall have received on any date (the "Certificate Date") prior to the date the additional Bonds are to be issued pursuant to this Section a certificate of the Finance Director stating that the number derived by dividing (A) the total amount of the Designated Revenues received by the City during any twelve consecutive months in the eighteen months next preceding the Certificate Date, by (B) the maximum combined amount in any Fiscal Year thereafter of the principal and interest requirements (as defined in the 1984 Resolution) on the 1984 Bonds and the principal and interest accruing on the 1986 Bonds is not less than two; and (II) the amount shown in item (i) of the certificate mentioned in clause (d) of this Section, divided by the amount shown in item (ii) of said certificate, is not less than two. Except as provided in a Supplemental Resolution, the proceeds (excluding accrued interest) of such Bonds shall be transferred by the Fiscal Agent to the Depositary designated by the City Council for deposit to the credit of the Construction Account; provided, however, that the Fiscal Agent shall deduct from such proceeds and deposit to the credit of the Reserve Subaccount in the Sinking Fund Account such amount, if any, as may be required to make the amount then to the credit of the Reserve Subaccount equal to the Reserve Subaccount Requirement for all Bonds then outstanding; and provided, further, that the Fiscal Agent shall also deduct from such proceeds and shall deposit to the credit of the Principal and Interest Subaccount in the Sinking Fund Account or transfer to the Depositary designated by the City for deposit to a special subaccount in the Construction Account such amount of interest during construction as is set forth in the Supplemental Resolution of the City Council authorizing the issuance of such Bonds. The amount received as accrued interest on such Bonds shall be deposited with the Fiscal Agent to the credit of the Principal and Interest Subaccount in the Sinking Fund Account. 34. Section 209. Additional Bonds Issuable When No 1984 Bonds are Outstanding. On and after the date as of which no 1984 Bonds are outstanding under the 1984 Resolution, additional Bonds may be issued from time to time under, and secured by, this Resolution, subject to the conditions hereinafter provided in this Section, for the purpose of paying all or any part of the Cost of any additional Project or Projects or for any other -lawful purpose. Such Bonds may be issued as Current Interest Bonds, Variable Rate Indebtedness,. Capital Appreciation Bonds, Optional Tender Indebtedness, Balloon Indebtedness, Serial Bonds or Term Bonds or any combination thereof. Before any Bonds shall be issued under the provisions of this Section, the City Council shall adopt a resolution authorizing the issuance of such Bonds and fixing the amount and the details thereof. The Bonds of each series issued under the provisions of this Section shall be designated, shall be dated, shall bear interest at a rate or rates, shall be stated to mature in such year or years and shall be made redeemable at such times and prices (subject to the provisions of Article III of this Resolution), may be insured and may be secured by a Credit Facility, all as may be provided by the resolution authorizing the issuance of such Bonds. Except as to any Credit Facility or insurance policy or Reserve Subaccount Insurance Policy in respect of Bonds and as to any differences in the maturities thereof or the rate or rates of interest or the provisions for redemption or purchase and except for such differences, if any, respecting to the use of moneys in various subaccounts in the Sinking Fund Account, such additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Resolution as the Bonds issued under the provisions of Section 208 of this Article. Such additional Bonds shall be executed substantially in the form and manner hereinabove set forth and shall be authenticated by the Bond Registrar, but before such Bonds shall be delivered by the Bond Registrar there shall be delivered to the Bond Registrar the following: (a) a copy, certified by the Clerk, of the resolution mentioned above, together with an executed counterpart of an applicable Supplemental Resolution, if any; (b) a copy, certified by the Clerk of the Supplemental Resolution adopted by the City Council awarding such Bonds, designating the Bond Registrar and the Paying Agents for such Bonds, fixing the Amortization Requirements for the Term Bonds, if any, of such series, specifying the interest rate for each of such Bonds and directing the authentication and delivery of such Bonds to or upon the order of the purchasers therein named upon payment of the purchase price therein set forth and the accrued interest on such Bonds; 35. (c) a statement, signed by the Mayor or City Manager giving a brief and general description of the Project or Projects and the scope thereof and the estimate of the Cost to the City of such Project or Projects, including an amount for contingencies but excluding financing charges, reserves and interest during construction, and an estimate of the date such Project or Projects will be placed in service or an opinion that such Project or Projects has or have previously been placed in service (such estimated date or the date of such opinion being hereinafter sometimes called the "Reference Date") and certifying that, according to the estimate of the total amount required to pay the Cost to the City of such Project or Projects, the proceeds of such Bonds (net of amounts required for financing charges, reserves and capitalized interest), together with other funds made or to be made available therefor, will be sufficient for paying such Cost; (d) a certificate, setting forth signed by the Finance Director, (i) the amount of the proceeds received by the City from .Designated Revenues, shown by any twelve consecutive, monthly reports of the last eighteen monthly reports filed under the provisions of Section 703 of this Resolution immediately preceding the date of such certificate, adjusted as hereinafter permitted, (ii) the amount of the Debt Service Requirements for the current Bond Year and for each Bond Year thereafter on account of the Bonds of each series then outstanding (as determined by the Bond Registrar), any Parity Indebtedness (except the Refunding Pledged Amount) and the Bonds then requested to be authenticated and delivered, and (ill) the Refunding Pledged Amount for the current Bond Year and for each Bond Year thereafter on account of bonds or other parity indebtedness issued or incurred under the Refunding Resolution and then outstanding; (e) a statement, signed by the Finance Director, giving the City's estimates of the proceeds of Designated Revenues to be received in the current Bond Year and in each Bond Year thereafter to and including the fifth complete Bond Year following the Reference Date, taking into account any revisions assumed necessary during such period of the rates of non-ad valorem taxes included as Designated Revenues; 36. (f) a certificate, signed by the Mayor and the City Attorney, stating that the City is not then in default in the performance of any of the covenants (except the covenant set forth in Section 603 hereof), conditions, agreements or provisions contained in this Resolution; and (g) an opinion of the City Attorney stating that the issuance of such Bonds has been duly authorized and that all conditions precedent to the delivery of such Bonds have been fulfilled. In determining whether to execute and deliver the certificate mentioned in clause (d)(i) of this Section 209, if the rate or rates of non-ad valorem taxes comprising Designated Revenues shall ha~e been revised by the City Council and such revised rate or rates of non-ad valorem taxes shall have gone into effect prior to the issuance of such additional Bonds, the Finance Director may use the amount of proceeds of the Designated Revenues that would have been received during the months required to be examined and reported upon in said certificate had such revised rate or rates of non-ad valorem taxes gone into effect on the first day"of such period. When the documents mentioned above in this Section shall have been delivered to the Bond Registrar and when the Bonds described in the resolutions mentioned in clauses (a) and (b) of this Section shall have been executed and authenticated as required by this Resolution, the Bond Registrar shall deliver such Bonds at one time to or upon the order of the purchasers named in the resolution mentioned in said clause (.b); but only upon payment to the Fiscal Agent of the purchase price of such Bonds and the accrued interest, if any, thereon. The Fiscal Agent and the Bond Registrar shall be entitled to rely upon such resolution as to the names of the purchasers, the names of the Bond Registrar and the Paying Agents for such Bonds, the Amortization Requirements for the Term Bonds, if any, of such series, the interest rate of each of such Bonds and the amount of such purchase price, but the Bond Registrar shall not deliver such Bonds unless (I) the amount shown in item (i) of the certificate mentioned in clause (d) of this Section shall be not less than the sum of (A) one hundred twenty-five percent (125%) of the amount of the Debt Service Requirements for the current Bond Year on account of the Bonds of all series then outstanding and any Parity Indebtedness (except the Refunding Pledged Amount), as shown in item (ii) of such certificate and (B) 125% of the Refunding Pledged Amount for the current Bond Year, as shown in item (iii) of such certificate, 37. (II) the amount shown in the statement mentioned in clause (e) of this Section for the current Bond Year and for each Bond Year to and including the fourth complete Bond Year following the Reference Date shall be not less than one hundred twenty-five percent (125%) of the sum of the Refunding Pledged-Amount for each Bond Year, the amount of the Debt Service Requirements for each such Bond Year on account of the Bonds of all series then outstanding and any Parity Indebtedness (except the Refunding Pledged Amount) and the Principal and Interest Requirements of the Bonds then requested To be authenticated and delivered, as shown in items (ii) and (iii) of the certificate mentioned in clause (d) of this Section, and (III) the amount shown in the statement mentioned in clause (e) of this Section for the fifth complete Bond Year following the Reference Date shall be not less than the sum of (A) one hundred twenty-five'percent (125%) of the maximum amount of the Debt Service Requirements for any future Bond Year on account of the Bonds of all series then outstanding and any Parity Indebtedness (except the Refunding Pledged Amount) and the Principal and Interest Requirements of the Bonds then requested to be authenticated and delivered as shown in item (ii) of the certificate mentioned in clause (d) of this Section and (B) 125% of the maximum Refunding Pledged Amount for any future Bond Year, as shown in item (iii) of said certificate. Notwithstanding the foregoing provisions of this Section 209, in the case of the following described Indebtedness or additional Bonds the foregoing requirements and provisions respecting the issuance thereof shall be modified as hereinafter indicated: (A) Balloon Indebtedness. If any of the outstanding Indebtedness or of the additional Bonds of the series to be issued constitute Balloon Indebtedness or Balloon Indebtedness and Variable Rate Indebtedness, then for pur- poses of the amounts to be shown in item (ii) of clause (d) above, the City shall adjust such amounts as if the principal amount of such Bonds or Indebtedness were to be amortized in substantially equal, annual installments of principal and interest over a term equal to twenty-five (25) years, the fixed interest rate used for such computation being the rate at which it is assumed that the City could reasonably expect to borrow or to have borrowed by issuing such Bonds or Indebtedness for such term and with level Debt Service Requirements for each Bond Year, such reasonable expectations being established by a certificate of the Finance Director and a letter of a banking or investment banking or financial 38. advisory institution knowledgeable in financial matters relating to the City, confirming the interest rate assumption as reasonable. (B) Optional Tender Indebtedness. If any of the out- standing Indebtedness or of the additional Bonds of the series to be issued constitute Optional Tender Indebtedness, then (1) for purposes of the amounts to be shown in item (ii) of clause (d) above, the options of the owners of such Bonds or Indebtedness to tender the same for payment prior to their stated maturity or maturities shall be ignored, (2) if such Indebtedness or additional Bonds also constitute Variable Rate Indebtedness or Variable Rate Indebtedness and Balloon Indebtedness, the City shall adjust such amounts shown in item (ii) of clause (d) above as provided in clause (C) be- low, (3) such additional Bonds shall have been rated in one of the three highest rating categories (without reference to gradations such as "plus" or "minus") by either Moody's or Standard & Poor's, and (4) any' obligation the City may have, other than its obligation on such Indebtedness and additional Bonds (which need not be uniform as to all holders thereof), to reimburse any person for its having extended a Credit Facility or a bond insurance policy, or similar arrangement shall be subordinated to the obligations of the City on the Bonds and Parity Indebtedness and be payable in accordance with the provisions of Section 506 or 507 or from funds not constituting proceeds of Designated Revenues of the City. (C) Variable Rate Indebtedness. If any of the out- standing Indebtedness or of the additional Bonds of the series to be issued constitute Variable Rate Indebtedness, then for purposes of the amounts shown in item (ii) of clause (d) above, the interest rate used in such computation shall be the lower of (1) the maximum interest rate established in a Supplemental Resolution for such Bonds or Indebtedness or (2) if and so long as an interest-fate guaranty agreement or an interest-rate protection agreement is in effect with an institution that is rated by Moody's or Standard & Poor's in a category that is equal to or higher than the category in which the Bonds are rated, the maximum interest rate to be paid by the City on such Bonds or Indebtedness in accordance with such agreement. The conversion of Bonds constituting Variable Rate Indebtedness to bear interest at fixed rate, in accordance with their terms, shall not constitute a new issuance of Bonds under Section 209A, 209, 210 or 211 of this Resolution. Except as provided in a Supplemental Resolution the proceeds (excluding accrued interest) of such Bonds shall be transferred by the Fiscal Agent to the Depositary designated by the City Council 39. for deposit to the credit of the Construction Account; provided, however, that the Fiscal Agent shall deduct from such proceeds and deposit to the credit of the Reserve Subaccount in the Sinking Fund Account such amount, if any, as may be required to make the amount then to the credit of the Reserve Subaccount equal to the Reserve Subaccount Requirement for all Bonds then outstanding; and provided, further, that the Fiscal Agent shall also deduct from such proceeds and shall deposit to the credit of the Principal and Interest Subaccount in the Sinking Fund Account or zransfer to the Depositary designated by the City for deposit to a special subaccount in the Construction Account such amount of interest during construction as is set forth in the resolution of the City Council authorizing the issuance of such Bonds. The amount received as accrued interest on such Bonds shall be deposited with the Fiscal Agent to the credit of the Principal and Interest Subaccount in the Sinking Fund Account. Section 210. Refundinq Bonds Issuable to Reduce Debt Servicp ReQuirements When No 1984 Bonds Are Outstandinq. On and after the date as of which no 1984 Bonds are deemed to be outstanding under the 1984 Resolution (unless the Bonds hereinafter authorized in this Section are to be issued to refund the 1984 Bonds), refunding Bonds of the City may be issued from time to time under, and secured by, this Resolution, subject to the conditions hereinafter provided in this Section, for the purpose of providing funds, with any other available funds, for redeeming prior to their maturity or maturities, including the payment of any redemption premium thereon, or for paying at their maturity or maturities, all or any portion of the outstanding Bonds of any series or of Parity Indebtedness and, if deemed necessary by the City, for paying the interest to accrue thereon to the date fixed for their redemption or payment and any expenses in connection with such refunding. Before any Bonds shall be issued under the provisions of this paragraph, the City Council shall adopt a resolution authorizing the issuance of such Bonds, fixing the amount and the details thereof and describing the Bonds or Parity Indebtedness to be redeemed or paid. Such refunding Bonds shall be designated, shall be dated, shall bear interest at a rate or rates, shall be stated to mature in such year or years, may be insured and may be secured by a Credit Facility and shall be made redeemable at such times and prices (subject to the provisions of Article III of this Resolution), all as may be provided by the Supplemental Resolution authorizing the issuance of such Bonds. Such Bonds may be issued as Capital Appreciation Bonds, Current Interest Bonds, Variable Rate Indebtedness, Balloon Indebtedness, Optional Tender Indebtedness, Serial Bonds or Term Bonds or any combination thereof, all as provided in the Supplemental Resolution. Except as to any Credit Facility or insurance policy or Reserve Subaccount insurance policy and as to any differences in the maturities thereof or the rate or rates of interest or the 40. provisions for redemption and except for such differences, if any, respecting the use of moneys in various subaccounts in the Sinking Fund Account, such refunding Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Resolution as the Bonds issued under the provisions of Section 208 of this Article. Refunding Bonds issued under the provisions of this Section shall be executed substantially in the form and manner hereinabove set forth and shall be deposited with the Bond Registrar for authentication, but before such Bonds shall be authenticated and delivered by the Bond Registrar there shall be delivered to the Bond Registrar the following: (a) a copy, certified by the Clerk, of the resolution mentioned above, together with an executed counterpart of any other Supplemental Resolution; (b) a copy, certified by the Clerk, of the Supplemental Resolution adopted by the City Council awarding such Bonds, designating the Bond Registrar and Paying Agents for such 'Bonds, fixing the Amortization Requirements for the Term Bonds, if any, of such series, specifying the interest rate for each of such Bonds and directing the authentication and delivery of such Bonds to or upon the order of the purchasers therein named upon payment of the purchase price therein set forth and the accrued interest, if any, on such Bonds; (c) an opinion of the City Attorney stating that the issuance of such Bonds has been duly authorized and that all conditions precedent to the delivery of such Bonds have been fulfilled; and (d) (i) a certificate, signed by the Finance Director, setting forth the respective amounts of the Debt Service Requirements for each Bond Year thereafter on account of the Bonds of each series then outstanding (as determined by the Bond Registrar), any Parity Indebtedness and the Bonds then requested to be authenticated and delivered and (ii) such documents as shall be required by the Bond Registrar to show that provision has been duly made in accordance with the provisions of this Resolution for ~the redemption of all of the Bonds being redeemed or that provision has been made for the redemption or prepayment of all Parity Indebtedness being redeemed or prepaid. When the documents mentioned above in this Section shall have been delivered to the Bond Registrar and when the Bonds described in the resolutions mentioned in clauses (a) and (b) of this Section shall have been executed and authenticated as required by 41. this Resolution, the-Bond Registrar shall deliver such Bonds at one time to or upon the order of the purchasers named in the Supplemental Resolution mentioned in said clause (b), but only upon payment to the Fiscal Agent of the purchase price of such Bonds and the accrued interest, if any, thereon. The Fiscal Agent and the Bond Registrar shall be entitled to rely upon such resolution as to the names of the purchasers, the names of the Bond Registrar and the Paying Agents, any Amortization Requirements, the interest rate of each of such Bonds and the amount of such purchase price, but the Bond Registrar shall not deliver such Bonds unless (I) either (A) the proceeds (excluding accrued interest but including any premium) of such refunding Bonds, together with any other moneys that have been made available to the Fiscal Agent for such purpose and the amount, if any, withdrawn from the Principal and Interest Subaccount in the Sinking Fund Account as hereinafter provided in this Section, shall be not less than an amount sufficient to pay the principal of and the redemption premium, if any, on the Bonds or Parity Indebtedness to be redeemed or paid, and the inter- est that will become due and payable on or prior to the date of their redemption or payment, or (B) simultaneously with the delivery of such refunding Bonds, the Bond Registrar or an escrow agent shall hold Government Obligations the principal of and the interest on which when due and payable will provide sufficient moneys to pay the principal of, the redemption premium, if any, on and the ~nterest that will become due and payable on or prior to the date of redemption or payment on the Bonds or Parity Indebtedness to be redeemed or paid, and (II) the maximum amount of the Debt Service Requirements for any Bond Year thereafter during which any of the Bonds not so refunded are outstanding on account of the Bonds of all series to be outstanding after the issuance of such refunding Bonds and all other Parity Indebtedness shall no~ exceed the maximum amount of the Debt Service Requirements for any Bond Year thereafter on account of the Bonds of all series outstanding immediately prior to the issuance of such refunding Bonds, including the Bonds to be redeemed or paid, and any Parity Indebtedness. In applying the foregoing test, (i) if any Parity Indebtedness or Bonds outstanding immediately prior to or after the issuance of the refunding Bonds to be issued constitute Balloon Indebtedness, Optional Tender Indebtedness or Variable Rate Indebtedness, the conventions employed in paragraphs (A), (B) and (C), respectively, of Section 209 shall be applied in 42. determining the Debt Service Requirements of such Bonds and Parity Indebtedness and in determining the Principal and Interest Requirements of the refunding Bonds to be issued. Simultaneously with the delivery of such refunding Bonds, the Fiscal Agent shall withdraw from the Principal and Interest Subaccount in the Sinking Fund Account, such amount, if any, as may have been deposited to the credit of the Principal and In~eres~ Subaccount from the proceeds of Designated Revenues for the payment of principal of or interest on the Bonds or Parity Indebtedness to be redeemed, prepaid or paid. The amounts so withdrawn, the proceeds (excluding accrued interest but including any premium) of such refunding Bonds and any other moneys (including any excess moneys to the credit of the Reserve Subaccount in the Sinking Fund Account) that have been made available to the Fiscal Agent for such purpose, or such Government Obligations, shall be held by the Bond Registrar or an escrow agent in trust for the sole and exclusive purpose of paying the principal of, the redemption premium, if any, on and the interest that will become due and payable on or prior to the date of redemption or payment on the Bonds or Parity Indebtedness to be redeemed, prepaid or paid; provided, however, that any part of the proceeds of such refunding Bonds that are not needed for such purpose or any expenses in connection with such refunding shall be deposited with the Fiscal Agent to the credit of the Reserve Subaccount in the Sinking Fund Account. The amount received as accrued interest on such refunding Bonds shall be deposited with the Fiscal Agent to the credit of the Principal and Interest Subaccount in the Sinking Fund Account. Ail expenses in connection with the issuance of such refunding Bonds may be paid from the Revenue Account, the General Account or the proceeds of such refunding Bonds. Section 211. Other Refunding Bonds. In addition to any refunding Bonds issued under the provisions of Section 210 of this Article, refunding Bonds of the City may be issued from time to time under, and secured by, this Resolution, subject to the conditions hereinafter provided in this Section, for the purpose of providing funds, with any other available funds, for redeeming prior to their maturity or maturities, or for paying at their maturity or maturities, all or any part of any Indebtedness of the City then outstanding (including, without limitation, the 1984 Bonds, Bonds, Parity Indebtedness, Junior Obligations Indebtedness incurred under the Refunding Resolution and other Indebtedness payable from the General Account) that may have been issued or incurred under the provisions of Florida law, and whether or not under the provisions of this Resolution, including the payment of any redemption premium thereon, and, if deemed necessary by the 43. City, for paying the interest to accrue thereon to the date fixed for their redemption or payment and any expenses in connection with such refunding. Before any Bonds shall be issued under the provisions of this Section, the City Council shall adopt a resolution authorizing the issuance of such Bonds, fixing the amount and the details thereof and describing the Indebtedness or other Obligations to be redeemed or paid. Such refunding Bonds may be issued as Current Interest Bonds, Capital Appreciation Bonds, Variable Rate Indebtedness, Balloon Indebtedness, Optional Tender Indebtedness, Term Bonds, Serial Bonds or any combination thereof, shall be desianated, shall be dated, shall bear interest at a rate or rates, shall be stated to mature in such year or years and shall be made redeemable at such times and prices (subject to the provisions of Article III of this Resolution), may be secured by a Credit Facility or insurance policy or Reserve Subaccount insurance policy and may be insured, all as may be provided by the resolution authorizing the issuance of such Bonds. Except as to any Credit Facility and as to any difference in the maturities thereof or the rate or rates of interest or the provisions for redemption and except for such differences, if any, respecting the use of moneys in various subaccounts in the Sinking Fund Account, such refunding Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Resolution as the Bonds issued under the provisions of Section 208 of this Article. Such Bonds shall be executed substantially in the form and manner hereinabove set forth and shall be deposited with the Bond Registrar for authentication, but before such Bonds shall be authenticated and delivered by the Bond Registrar there shall be delivered to the Bond Registrar the following: (a) a copy, certified by the Clerk, of the resolution mentioned above, together with an executed counterpart of any other Supplemental Resolution; (b) a copy, certified by the Clerk, of the Supplemental Resolution adopted by the City Council awarding such Bonds, designating the Bond Registrar and the Paying Agents for such Bonds, fixing the Amortization Requirements for the Term Bonds, if any, of such series, specifying the interest rate for each of such Bonds and directing the authentication and delivery of such Bonds to or upon the order of the purchasers therein named upon payment of the purchase price therein set forth and the accrued interest, if any, on such Bonds; (c) statements and certificates of the Finance Director comparable to, and adjusted in the manner permitted by, those required by clauses (c), (d) and (e) of Section 209 (or of Section 209A if the 1984 Bonds will be outstanding under 44. the 1984 Resolution on the day after the date the refunding Bonds are issued), subStituting, if necessary, the Closing for the Reference Date; (d) a statement, signed by the Finance Director, giving the City's estimates of the proceeds of Designated Revenues to be received .in each Bond Year thereafter to and including the fifth complete Bond Year following the delivery of the Bonds then requested to be authenticated and delivered, taking into account any revisions assumed necessary during such period of the rate or rates of non-ad valorem taxes and revenues included as Designated Revenues; (e) a certificate, signed by the Mayor and the City Attorney, stating that the City is not then in default in the performance of any of the covenants (except the covenant set forth in Section 603 hererof), conditions, agreements or provisions contained in this Resolution; (f) an opinion of the City Attorney stating that the issuance of such Bonds has been duly authorized and that all conditions precedent to the delivery of such Bonds have been fulfilled; and (g) such documents as shall be required by the Bond Registrar to show that provision has been duly made in accordance with the provisions of the instruments authorizing the issuance of the Indebtedness to be redeemed or paid for the redemption or payment of all of the Indebtedness being redeemed. When the documents mentioned above in this Section shall have been delivered to the Bond Registrar and when the Bonds described in the resolutions mentioned in clauses (a) and (b) of this Section shall have been executed and authenticated as required by this Resolution, the Bond Registrar shall deliver s~ch Bonds at one time to or upon the order of the purchasers named in the resolution mentioned in said clause (b), but only upon payment to the Fiscal Agent of the purchase price of such Bonds and the accrued interest, if any, thereon. The Fiscal Agent and the Bond Registrar shall be entitled to rely upon such resolution as to the names of the purchasers, the names of the Bond Registrar and the Paying Agents for such Bonds, the Amortization Requirements for the Term Bonds of such series, the interest rate of each of such Bonds and the amount of such purchase price, but the Bond Registrar shall not deliver such Bonds unless (I) either (A) the proceeds (excluding accrued interest but including any premium) of such refunding Bonds, together with any other moneys tha5 have been made available to the 45. Fiscal Agent for such purpose, shall be not less than an amount sufficient to pay the principal of and the redemption premium, if any, on the Indebtedness to be redeemed or paid, and the interest that will become due and payable on or prior to the date of their redemption or payment, or (B) simultaneously with the delivery of such refunding Bonds, the Bond Registrar or an escrow agent shall hold Government Obligations the principal of and the interest on which when due and payable will provide sufficient moneys to pay the principal of, the redemption premium, if any, on and the interest that will become due and payable on or prior to the date of redemption or payment on the Indebtedness to be redeemed or paid, and (II) the City shall demonstrate satisfaction of the test set forth in Section 209A if the 1984 Bonds will be outstanding on the day after the issuance of the refunding Bonds or if not, the tests set forth in Section 209(I), (II) and (III), in connection with the issuance of additional Bonds, in each case as applied mutatis mutandis (including the substitution of clause (d) of this Section for clause (e) of Section 209 in the event construction of the project financed with the proceeds of the Indebtedness to be paid or redeemed has been completed) to the refunding Bonds to be issued under the provisions of this Section and the Project financed from the proceeds of the Indebtedness to be paid or redeemed. In applying the foregoing tests, (i) if any Parity Indebtedness or Bonds outstanding immediately prior to or after the issuance of the refunding Bonds or the refunding Bonds to be issued constitutes Balloon Indebtedness, Optional Tender Indebtedness or Variable Rate Indebtedness, the conventions employed in paragraphs (A), (B) and (C), respectively, of Section 209 on the date of issuance of such outstanding Indebtedness shall be applied in determining the Debt Service Requirements of such Indebtedness and in determining the Principal and Interest Requirements of the refunding Bonds to be issued. The proceeds (excluding accrued interest but including any premium) of such refunding Bonds, ~ogether with any such other moneys, or such Government Obligations, shall be held in trust for the sole and exclusive purpose of paying the principal of, the redemption premium, if any, on and the interest that will become due and payable on or prior to the date of redemption or payment on the Indebtedness to be redeemed or paid; provided, however, that any part of the proceeds of such refunding Bonds that are not needed for such purpose or any expenses in connection with such refunding shall be deposited with the Fiscal Agent to the credit of the Reserve Subaccount in the Sinking Fund Account. The 46. amount, if any, received as accrued interest on such refunding Bonds shall be deposited with the Fiscal Agent to the credit of the Principal and Interest Subaccount in the Sinking Pund Account. Ail expenses in connection with the issuance of such refunding Bonds may be paid from the Designated Revenue Account (if no 1984 Bonds are outstanding) or the General Account or the proceeds of such refunding Bonds. Upon the delivery of refunding Bonds of any series under the provisions of this Section all moneys (other than moneys held for the redemption or payment of Bonds), including any obligations purchased as an investment of such moneys, derived from proceeds of Designated Revenues, that are not applied to the payment of the principal of or the redemption premium or interes~ on the Indebtedness to be refunded, shall be deposited to the credit of such accounts and subaccounts created under the provisions of this Resolution as may be determined by the City by resolution prior to the issuance of such refunding Bonds. Any obligation or expense that may be payable from such moneys at the time of the delivery of such refunding Bonds shall be payable from the appropriate account or subaccount created under the provisions of this Resolution. Section 212. Temporary Bonds. Until definitive Bonds of any series are ready f~or delivery, there may be executed, and upon request of the City the Bond Registrar shall authenticate and deliver, in lieu of definitive Bonds and subject to the same limitations and conditions, temporary printed, engraved, typewritten or lithographed Bonds, in the form of fully registered Bonds without coupons in the denomination (except as otherwise provided by the City in a Supplemental Resolution ) of $5,000 or any integral multiple thereof, substantially of the tenor hereinabove set forth and with such appropriate omissions, insertions and variations as may be required. Until definitive Bonds of any series are ready for delivery, any temporary Bond of such series may, if so provided by the City Council by resolution, be exchanged at the principal corporate trust office of the Bond Registrar, without charge to the owner thereof, for an equal aggregate principal amount of temporary, fully registered Bonds of authorized denominations, of like tenor, of the same series and maturity and bearing interest at the ~same rate. If temporary Bonds shall be issued, the City shall cause the definitive Bonds to be prepared and to be executed and delivered to the Bond Registrar, and the Bond Registrar, upon presentation to it at its principal corporate trust office of any temporary Bond, shall cancel the same and authenticate and deliver in 47. exchange therefor at the place designated by the owner, without charge to the owner, a definitive Bond or Bonds of an equal aggregate principal amount, of authorized denominations of the same series and maturity and bearing interest at the same rate as the temporary Bond surrendered. Until so exchanged the temporary Bonds shall in all respects be entitled to the same benefit and security of .this Resolution as the definitive Bonds to be issued and authenticated hereunder. Section 213. Mutilated, Destroyed, Stolen or Lost Bonds. In case any Bond secured hereby shall become mutilated or be destroyed, stolen or lost, the City shall cause to be executed, and the Bond Registrar shall authenticate and deliver, a new Bond of like date and tenor in exchange and substitution for and upon the cancellation of such mutilated Bond or lieu of and in substitution for such Bond, destroyed, stolen or lost, upon the owner's paying the reasonable expenses and charges of the City and the Bond Registrar in connection therewith and, in the case of a Bond destroyed, stolen or lost, his filing with the Bond Registrar evidence satisfactory to it and to the City that such Bond was destroyed, stolen or lost, and of his ownership thereof, and furnishing the City and the Bond Registrar with indemnity satisfactory to them. Every Bond issued pursuant to the provisions of this Section in exchange or substitution for any Bond that is mutilated, destroyed, stolen or lost shall constitute an additional contractual obligation of the City, whether the destroyed, stolen or lost Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the besefits hereof equally and proportionately with any and all other Bonds duly issued under this Resolution. All Bonds shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, stolen or lost Bonds, and shall preclude any and all other rights or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender. 48. ARTICLE III. Redemption of Bonds Section 301. Redemption Generally. The Bonds issued under the provisions of this Resolution shall be subject to redemption, either in whole or in part and at such times and prices, as may be provided by the Supplemental Resolution adopted prior to the issuance of such Bonds. The Bonds shall be redeemed only in the minimum denomination authorized by the applicable Supplemental Resolution or in whole multiples of such minimum denomination. In selecting Bonds for redemption, the Fiscal Agent shall treat each Bond as representing the number of Bonds that is obtained by dividing the principal amount' of such Bond by the minimum denomination authcrized by the applicable Supplemental Resolution. Except as otherwise provided in a Supplemental Resolution, if less than all of the Bonds of any one maturity shall be called for redemption, the particular Bonds or portions of Bonds to be redeemed shall be selected by lot by the Fiscal Agent or in such other manner as the Fiscal Agent in its discretion may determine. Section 302. Redemption Notice. Except as otherwise provided in a Supplemental Resolution, at least thirty (30) days before the redemption date, a notice of any such redemption, either as whole or in par~, signed by the Fiscal Agent, (a) shall be filed with the Paying Agents, the Bond Registrar and the Fiscal Agent, and (b) shall be mailed by the Bond Registrar, postage prepaid, to all registered owners of Bonds to be redeemed at their addresses as they appear on the registration books hereinabove provided for, but any defect in such notice or the failure so to mail any such notice to the owner of any Bond shall not affect the validity of the proceedings for such redemption of any other Bonds. Each such notice shall set forth the Bonds or portions thereof to be redeemed, the date fixed for redemption, the Redemption Price to be paid, the series and, if less than all of the Bonds then outstanding of a series shall be called for redemption, the maturities and if less than all of the Bonds of any one maturity then outstanding shall be calked for redemption, the numbers and letters, if any, of such Bonds to be redeemed and, in case of Bonds to be redeemed in part only, the portion of the principal amount thereto to be redeemed. If any Bond is to be redeemed in part only, the notice of redemption shall state also that on or after the redemption date, upon surrender of such Bond, a new Bond in principal amount equal to the unredeemed portion of such Bond and of the same series and maturity will be issued. 49. Section 303. Effect of Callinq for RedemDtion. On the date so designed for redemption, notice having been mailed in the manner and under the conditions hereinabove provided, the Bonds or portions thereof so called for redemption shall become and be due and payable at the Redemption Price provided for redemption of such Bonds or portions thereof on such date, plus interest accrued thereon to the date fixed for redemption and, moneys or Government Obligations or a combination thereof for payment of the Redemption Price, plus interest accrued thereon to the date fixed for redemption, being held in separate accounts by the Fiscal Agent in trust for the holders of the Bonds or portions thereof to be redeemed, all as provided in this Resolution, interest on the Bonds or portions thereof so called for redemption shall cease to accrue after the date fixed for redemption, such Bonds shall cease to be entitled to any lien, benefit or security under this Resolution or to be deemed outstanding, and the Bondholders shall have ~o rights in respect thereof except to receive payment of the Redemption Price thereof plus interest accrued thereon to the date fixed for redemption. Section 304. Cancellation. Unless the applicable Supplemental Resolution shall otherwise provide in the case of Optional Tender Indebtedness, Bonds so redeemed, presented and surrendered shall be cancelled upon the surrender thereof. Section 305. Redemption of Portion of Bonds. If a portion of an outstanding Bond shall be selected for redemption, the holder thereof or his attorney or legal representative shall present and surrender such Bond to the Bond Registrar for payment of the principal amount thereof so cal'led for redemption and the redemption premium, if any, on such principal amount, and the City shall execute and the Bond Registrar shall authenticate and deliver to or upon the order of such registered owner or his attorney or legal representative, without charge therefor, for the unredeemed portion of the principal amount of the Bond so surrendered, a Bond of the same series and maturity and bearing interest at the same rate. Section 306. Use of Government Obliqations to Redeem Bond~. For purposes of all Sections in this Article, Government Obligations shall be deemed to be sufficient to pay or redeem Bonds on a specified date if the principal of and the interest on such Government Obligations, when due, will be sufficient to pay on such date the Redemption Price of, and the interest accruing on, such Bonds to such date. 50. ARTICLE IV. Custody and Application of Proceeds of Bonds Section 401. Construction Account. A special account is hereby created and designated "City of Boynton Beach Public Service Tax Revenue Bonds Construction Account" (the "Construction Account"), to the credit of which such deposits shall be made as are required by the provisions of Section 208, 209A, 209, 506 and 704 of this Resolution. The moneys in the Construction Account shall be held by the City in trust and shall be applied to the payment of the Cost of Projects or of the repair, replacement or reconstruction of any damaged or destroyed Project or shall be paid to the Fiscal Agent and applied to the retirement of Bonds issued under the provisions of this Resolution and, pending such application~ the proceeds of Indebtedness issued under the provisions of this Resolution for the purpose of paying all or any part of the Cost of any Project or Projects shall be subject to a lien and charge in favor of the owners of such indebtedness, issued and outstanding under this Resolution and for the further security of such owners until disbursed. Section 402. Items of Cost. For the purposes of this Resolution the Cost of Projects shall include the cost of constructing or acquiring the same, and, without intending thereby to limit or restrict any proper definition of such cost under the · provisions of Florida law, shall include the following: (a) obligations incurred for labor and materials and to contractors, builders and materialmen, for machinery and equipment, for the restoration or relocation of property damaged or destroyed in connection with such construction, for the removal or relocation of structures, for the clearing of lands and for the relocation of utilities; (b) the cost of acquiring by purchase, if such purchase shall be deemed expedient, and the amount of any deposit in court or award or final judgment in or any settlement or compromise of any proceeding to acquire by eminent domain, such lands, property, rights, rights of way, easements, franchises and other interests as may be deemed necessary or convenient by the City, options and partial payments thereon, the cost of demolishing or removing any buildings or structures on land so acquired, including the cost of acquiring any lands zo which such buildings or structures may be moved, and the amount of any damages incident to or consequent upon the construction and operation of Projects; 51. (c) interest on any Bonds issued under the provisions of Sections 208, 209A and 209 of this Resolution prior to the commencement of and during the construction of Projects and after the completion of their construction, and the reasonable fees of the Fiscal Agent, the Bond Registrar and the Paying Agents for the payment of such interest; (d) the fees and expenses of the Fiscal Agent, the Bond Registrar, Paying Agents, indexing agents and remarketing agents for their services prior to and during construction, taxes or other governmental charges lawfully levied or assessed during construction, fees of Credit Banks and Insurers during construction and premiums on insurance (if any) during construction; (e) the cost of borings and other preliminary investigations to determine foundation or other conditions, expenses necessary or incident to determining the feasibility or practicability of constructing Projects, and fees and expenses of engineers for making studies, surveys and estimates of costs and of revenues and other estimates and for preparing plans and specifications and supervising construction, as well as for the performance of all other duties of engineers; (f) expenses of administration properly chargeable to Projects, legal expenses and fees, financing charges, cost of audits and of preparing and issuing the Bonds, and all other items of expense not elsewhere in this Section specified incident to the construction and equipment of Projects, the financing thereof, the placing of the same in operation (including the initial premiums on any insurance required or obtained under the provisions of this Resolution), and the acquisition of lands, property, rights, rights of way, easements, franchises and interests therefor, including abstracts of title, title insurance, cost of surveys and other expenses in connection with such acquisition; and (g) any obligation or expense heretofore or hereafter incurred by the any agency of the City in connection with Projects with the approval of the City or by the City for any of the foregoing purposes. Section 403. Payments from Construction Account. Payments from the Construction Account shall be made by the City in accordance with the provisions of this Article, and the City covenants that it will not pay or cause or agree to permit to be paid from the Construction Account any amount except in accordance with such provisions. Payments from the Construction Account shall be made by an appropriate officer or employee of the City in 52. accordance with the procedures established from time to time by the City. All such written requests and any other written orders, statements, certificates and approvals required by this Article or by resolution of the City Council in accordance herewith may be conclusively relied upon by such officer or employee and shall be retained by such officer or employee, subject at all reasonable times To inspection by the Fiscal Agent. Notwithstanding the foregoing provisions of this Article IV, the Fiscal Agent shall withdraw from the Construction Account and remit to the United States Treasury the amounts, if any, specified by the City Manager to be so paid in order to comply with the provisions of the Internal Revenue Code of 1954, as amended. 53. ARTICLE V. Revenues and Accounts Section 501. DesiGnated Revenues and DesiGnated Revenue Account; Covenant as to DesiGnated Revenues. Except as hereinafter provided, the principal of and premium, if any, and interest on the Bonds and parity Indebtedness, including the Refunding Pledged Amount, shall be secured equally and ratably by a pledge of all the proceeds received by the City from the Designated Revenues, but in the event 1984 Bonds are then deemed to be outstanding under the 1984 Resolution, only after all payments and deposits required by the 1984 Resolution to be made from proceeds of Designated Revenues have been made. The City hereby irrevocably pledges such proceeds as received by the City to the payment of the principal of and premium, .if any, and interest on the Bonds and Parity Indebtedness. Notwithstanding the foregoing or any other provision of this Resolution, on and after the earlier of the date on which payment of the principal of and premium, if any, and interest on the 1984 Bonds is provided for and the date on which the Finance Director delivers to the Bond Registrar a certificate evidencing compliance with the provisions of the second paragraph of Section 514 of the 1984 Resolution, the Bonds issued under this Resolution and any Parity Indebtedness shall be payable from, and shall be secured equally and ratably by a pledge of, all the proceeds received by the City from the Designated Revenues, on a parity and equally and ratably with the payments to be made from, and the pledge of Designated Revenues to, the 1984 Bonds then outstanding under the 1984 Resolution. The City covenants that while any of the Bonds issued under the provisions of this Resolution shall be outstanding it will not take any action or fail to take any action that might result in a suspension or termination of the receipt of the Designated Revenues; that it will take all appropriate action to keep and maintain the Designated Revenues at the required levels; that except as permitted herein or in the Refunding Resolution, it will not create or permit to be created any charge or lien on the proceeds of the Designated Revenues ranking equally with or prior to the charge or lien on the proceeds of the Designated Revenues of the Bonds issued under the provisions of this Resolution; and that it will not issue any additional Bonds or incur other Indebtedness pursuant to Section 514 of the 1984 Resolution. The City Council covenants that if any component of the Designated Revenues shall become unavailable uo the City by reason of a change in Florida law, the City Council will designate another non-ad valorem revenue source or other non-ad 54. valorem revenue sources in replacement of the unavailable component, in an amount sufficient to cause the amount of Designated Revenues to remain at the level of Designated Revenues that would have been received had such component not become unavailable, and thereafter, such non-ad valorem revenue source to the extent so designated will be deemed to be Designated Revenues for all purposes of this Resolution. The City hereby covenants to continue and maintain the Public Service Tax Fund of the City and if necessary, to establish and maintain one or more special accounts within such Public Service Tax Fund appropriately designated according to the Designated Revenue source from which the Designated Revenues to be deposited to said account are received; provided, however, should another non-ad valorem revenue source or other non-ad valorem revenue sources be substituted for the Designated Revenues, as presently constituted, pursuant to the preceding paragraph of this Section, the City shall establish and maintain in the General Fund or other fund of the City, an appropriately designated account or accounts designated according to the type of such substituted non-ad valorem revenue source. The City hereby covenants that all revenues received, collected and derived from the Designated Revenues, including substitutions therefor pursuant to the preceding paragraph of this Section, in each Fiscal Year will be deposited or credited to the appropriately designated account created hereby in the Public Service Tax Fund. The Public Service Tax Fund and the account or accounts created or required to be created in the Public Service Tax Fund or in the General Fund by this paragraph for the collection of proceeds of Designated Revenues are herein collectively called the "Designated Revenue Account". All moneys deposited or credited to the Designated Revenue Account shall be held in trust and applied only as provided in this Resolution, and pending such application, are hereby pledged to the security of the owners of the Bonds and Parity Indebtedness until applied, as provided herein, to a purpose inconsistent with such pledge. Section 502. Annual Budqet. The City covenants that on or before the first day of each Fiscal Year, it will include in its annual budget or, at the City's option, adopt a separate budget of current expenses and capital expenditures payable from Designated Revenues for such Fiscal Year (herein sometimes called the "Annual Budget"). Copies of the Annual Budget shall be filed with the City Clerk and the Fiscal Agent and mailed by the City to all Bondholders who shall have filed their names and addresses with the City Clerk for such purpose. If for any reason the City shall not have adopted an Annual Budget before the first day of any Fiscal Year, the Annual budget for the preceding Fiscal Year shall until the adoption of such 55. Annual Budget, shall be deemed to be in force and shall be treated as such Annual Budget under the provisions of this Article. The City may at any time adopt an amended or suplemented Annual Budget for the remainder of the then current Fiscal Year, and the Annual Budget so amended or supplemented shall be treated as the Annual Budget under the provisions of this Article. Copies of any such amended or supplemented Annual Budget shall be filed with the City Clerk and the Fiscal Agent and mailed by the City to all Bondholders who shall have filed their names and addresses with the City Clerk for such purpose. Section 503. Sinkinq Fund Account and Other Accounts. A special account is' hereby created and designated the Boynton Beach Public Service Tax Revenue Bonds Interest and Sinking Fund Account (the "Sinking Fund Account"). There are hereby created in the Sinking Fund Account two separate subaccounts, designated the "Principal and Interest Subaccount" and the "Reserve Subaccount", respectively. Two additional, special accounts are hereby created and designated the "Boynton Beach Public Service Tax Revenue Bonds Junior Obligations Account" (the "Junior Obligations Account") and the "Boynton Beach Public Service Tax Revenue Bonds General Account" (the "General Account"). The moneys in each of said Accounts and Subaccounts shall be held in trust and applied only as hereinafter provided with regard to each said Account or Subaccount, and, pending such application, shall be subject to a lien and charge in favor of the owners of the Bonds issued and outstanding under this Resolution and of the owners of any Parity Indebtedness and for the further security of such owners until paid out or transferred as herein provided. If Parity Indebtedness is then outstanding, on each Deposit Day the Designated Revenues shall be divided, pro rata, for the payment of deposits into any fund or account for payment of the Principal ahd Interest Requirements of the Bonds, the Debt Service Requirements of all Parity Indebtedness and the Refunding Pledged Amount. Unless an event of default under this Resolution or an event of default under the Refunding Resolution or any other ordinance or resolution authorizing Parity Indebtedness ("Parity Resolution") shall have occurred and all bonds and Parity Indebtedness issued thereunder shall have been declared immediately due and payable, the proration of moneys on deposit in the Designated Revenue Account in respect of scheduled debt service on the Bonds and any Parity Indebtedness shall be made on each Deposit Day for each month of each Bond Year (without regard to any conflicting provisions of this ordinance or any Parity Resolution, as either may be supplemented or amended) as though 56. one-twelfth (1/12th) of the Principal and Interest Requirements of the Bonds, of the Debt Service Requirement, of Parity Indebtedness and of the Refunding Pledged Amount for such Bond Year were scheduled ~o become due and payable in each month. If Bonds or Parity Indebtedness shall bear interest at other than a fixed rate of interest, the amount prorated in respect of the interest on such Indebtedness in any such month shall not exceed one-twelfth (1/i2th) of the maximum amount of the interest that was assumed to accrue in such Bond Year for purposes of determining whether such Indebtedness could be issued or incurred in compliance with Section 209A or 209, as appropriate. The City Manager shall, on or before the Deposit Day next succeeding the month in which Bonds are issued under the provisions of Section 208 of this Resolution and not later than the Deposit Day of each month thereafter, withdraw from the Designated Revenue Account, and deposit the sums so withdrawn to the credit of the following Accounts and Subaccounts in the following amounts and order: (a) for 'deposit to the credit of the Principal and Interest Subaccount, (1) beginning on the Deposit Day of the month next succeeding the month in which the Closing shall occur, one-sixth (1/6th) of the interest payable on the Bonds on the next Interest Payment Date~ (2) beginning on the twentieth (20th) day of November in the Bond Year next preceding the Bond Year on the first day of which any Serial Bond matures, one-twelfth (1/12th) of the principal of all Serial Bonds due on the next ensuing November 1 Principal Pay- ment Date; (3) beginning on the twentieth (20th) day of November in the Bond Year next preceding the Bond Year on the first day of which any Term Bond is scheduled to be called for mandatory sinking funds redemption or to mature, one-twelfth (1/12th) of the amount required to retire the Term Bonds to be called by mandatory redemp- tion or to be paid at maturity on the next ensuing November 1 Principal Payment Date in accordance with the Amortization Requirements therefor; and (4) such amount of the debt service on Parity In- debtedness as the City determines is necessary to accrue in equal monthly installments and to insure the sufficiency of deposits to make timely payment of Parity Indebtedness; 57. provided, however, that in making such payments, the City may take into account any accrued interest deposited from the proceeds of Bonds and any amounts specified in a certificate of the Finance Director delivered to the Bond Registrar prior to such Deposit Day as credited to a special subaccount in the Construction Account, dedicated to pay interest on Bonds and anticipated to be available to pay interest on Bonds on the next Interest Payment Date; (b) for deposit to the credit of the Reserve SubaccoUnt, {i) beginning on the Deposit Day of the month next. succeeding the month in which an amount is transferred from the Reserve Subaccount to the Principal and Interest Subaccount to cure a deficiency therein pursuant to Section 505 of this Resolution, an amount that, together with investment income credited to such Reserve Subaccount during such month, is equal to one-eleventh (1/llth) of the amount or amounts so transferred until the amount then on deposit in the Reserve SubaccOunt is equal to the current Reserve Subaccount Requirement and (ii) beginning on the Deposit Day of the month next succeeding the month in which a valuation is made in accordance with Section 602 of this Resolution and in which valuation a loss resulting from a decline in value of investments held to the credit of the Reserve Subaccount is computed, an amount that, taking into account any gain or loss in a subsequent valuation and any investment income credited to such Subaccount during such month, is equal to one-twenty-third (1/23rd) of such loss until the amount of such loss is reimbursed; (c) deposit to the credit of the Junior Obligations Account, such amount, if any, of any balance remaining after making the payments and deposits under clauses (a) and (b) above (or the entire balance if less than the required amount) as may be required by the Supplemental Resolution applicable to the outstanding Junior Obligations; and (d) deposit to the credit of the General Account, the balance, if any, remaining after making the deposits under clauses (a), (b) and (c) above. The payments and deposits required pursuant to this Section shall be cumulative, and the amount of any deficiency on any Deposit Day shall be added to the amount otherwise required to be paid or deposited on each Deposit Day thereafter until such time as such deficiency shall have been made up. Notwithstanding the foregoing provisions of subparagraphs (a) and (b), if there shall be to the credit of either Subaccount on a Deposit Day the amount required to be on deposit to the credit of such Subaccount on the next Interest Payment Date or 58. the next Principal Payment Date, no further deposit into such Subaccount on account of the requirements of said subparagraph (a) or (b) shall then be required. If the Supplemental Resolution authorizing any series of Bonds or any other Indebtedness shall provide that the interest is payable otherwise than semiannually or otherwise than on May 1 or November 1 of each year or that the principal or Amortization Requirements are payable otherwise than on a November 1, then the City CounCil shall provide in such Supplemental Resolution for such deposits to the Subaccounts ~entioned in subparagraphs (a) and (b) above as shall be necessary to accrue evenly and to ensure the sufficiency of the required deposits to make timely payment of the debt service on such Bonds. Section 504. ADplication of Moneys in Principal and Interest Subaccount. The Fiscal Agent shall, immediately preceding each Interest Payment Date, withdraw from the Principal and Interest Subaccount and transfer to the Bond Registrar, and the Bond Registrar shall (a) remit by mail to each registered owner the amounts required for paying the interest on such Bonds as such interest becomes due and payable and (b) set aside or deposit in trust with any Paying Agent the amounts required for paying the principal of the Bonds as such principal becomes due and payable. Payment of Parity Indebtedness shall be timely made from moneys set aside for such purpose in the Principal and Interest Subaccount, and the Fiscal Agent shall pay or deposit in trust with the Bond Registrar or any Paying Agent the amounts required for paying such Parity Indebtedness. Except in the case of Variable Rate Indebtedness or Optional Tender Indebtedness, the Fiscal Agent shall endeavor to purchase Bonds prior to maturity at the most advantageous price obtainable with reasonable diligence, such price not to exceed the principal of such Bonds. The Fiscal Agent shall pay the purchase price and the interest accrued on such Bonds to the date of settlement therefor from the Principal and Interest Subaccount. Except in the case of Variable Rate Indebtedness or Optional Tender Indebtedness, if and as provided in the applicable Supplemental Resolution, in the case of a purchase of Bonds pursuant to this Resolution, upon the deposit of cash or Government Obligations (the principal of and the interest on which will be payable at the times and in the amounts required for such purpose) in the Principal and Interes5 Subaccount sufficient, together with other amounts available therefor in the Principal and Interest Subaccount, to make the purchase of Bonds, the Fiscal Agent shall take and cause to be taken the necessary steps to redeem or purchase such principal amount of Bonds as may be specified by the City Manager; provided, however, that money in the Principal and Interest Subaccount may be used by the Fiscal Agent, to purchase 59. Bonds for cancellation only to the extent said moneys are in excess of the amount required for payment of the Bonds theretofore matured or called for redemption and the total amount of interest and principal scheduled to become due on the next succeeding Interest Payment Date or Principal Payment Date, respectively, and in excess of the amounts required to pay Parity Indebtedness in such Bond Year; and provided further that no such purchase shall be made within the period of forty-five (45) days immediately preceding any Interest Payment Date on which the Bonds are subject to call for redemption under the provisions of this Resolution except from moneys other than moneys set aside or deposited for the redemption of Bonds. in the case of bonds secured by a Credit Facility, amounts on deposit in the Principal and Interest Subaccount may be applied as provided in the applicable Supplemental Resolution to reimburse the Credit Bank for amounts drawn under such Credit Facility to pay the principal of and premium, if any, and interest on such Bonds. Notwithstanding the foregoing provisions of this Section 504, the Fiscal Agent shall withdraw from the Principal and Interest Subaccount and remit to the United States Treasury the amounts, if any, specified by the City Manager to be so paid in order to comply with the provisions of the Internal Revenue Code of 1954, as amended. Section 505. Application of Moneys in Reserve Subaccount. Except as hereinafter provided, moneys held for the credit of the Reserve Subaccount shall be transferred to the credit of the Principal and Interest Subaccount and used for the purpose of paying the Debt Service Requirements of all Bonds and Parity Indebtedness whenever and to the extent that the moneys held for the credit of the Principal and Interest Subaccount shall be insufficient for such purpose. If at any time during the first fifteen (15) days of October and April in each Fiscal Year the moneys held for the credit of the Reserve Subaccount shall exceed an amount equal to the Reserve Subaccount Requirement or such greater amount as shall be determined by the City Council by resolution from time to time filed with the Bond Registrar and the Fiscal Agent, such excess shall be transferred by the Fiscal Agent to the City for deposit to the credit of the Designated Revenue Account. The Fiscal Agent may, however, in its discretion transfer such excess moneys to the Cisy for deposit to the credit of the Designated Revenue Accoun5 at any time. If the amount transferred from the Reserve Subaccount to the Principal and Interest Subaccount pursuant ~o the foregoing provisions of this Section shall be less than the amount required to be transferred under such provisions, any amount thereafter 60. deposited to the credit of the Reserve Subaccount shall be immediately transferred to the Principal and Interest Subaccount as, and to the extent, required to make up any such deficiency. In the event that two or more separate subaccounts have been established in the Reserve Subaccount as contemplated by Sections 209A, 209, 210, 211 and 704 in the event that Bonds constituting Balloon Indebtedness or Optional Tender Indebtedness or Bonds secured by a Credit Facility or Bonds the interest on which is subject to federal income tax are issued or Parity Indebtedness is incurred and outstanding and a deficiency in the amount of money to the credit of the Principal and Interest Subaccount or a subaccount established under a Supplemental Resolution shall exist with respect to a series of Bonds constituting Optional Tender Indebtedness or Balloon Indebtedness by virtue of the exercise by the owners of Optional Tender Indebtedness of their rights to tender such Bonds for payment or purchase or by virtue of an insufficiency of moneys in the Principal and Interest Subaccount to meet the balloon Principal Requirement, respectively, or, with respect to Bonds secured by a Credit Facility by virtue of a draw under such Credit Facility or with respect to any Parity Indebtedness, the necessary withdrawals shall be made solely from and to the extent of moneys credited to the subaccount corresponding to such series of Bonds or Parity Indebtedness; otherwise, such accounts shall be drawn upon pro rata in accordance with the amounts of principal and interest coming due on Parity Indebtedness or on the Bonds of different series that, on the one hand do not, and, on the other hand, do constitute Balloon Indebtedness or Optional Tender Indebtedness or Bonds secured by a Credit Facility, to the extent necessary to remedy such deficiencies. Whenever the amount on deposit in the Reserve Subaccount is less than the Reserve Subaccount Requirement, the Fiscal Agent shall notify the Finance Director and the City Manager of the amount of the deficiency. Upon such notification, the City Manager immediately shall pay, and shall pay on the Deposit Day in each month thereafter, to the Fiscal Agent for deposit to the credit of the Reserve Subaccount an amount not less than one- eleventh (1/llth) of the amount of such deficiency or, if such deficiency is determined as a result of a valuation described in Section 602 hereof, one-twenty-third (I/23rd) of the amount of such deficiency until such deficiency is made up, drawing upon funds available in the Designated Revenue Account or upon other funds legally available for such purpose. tn the case of Bonds secured by a Credit Facility, amounts on deposit in a separate subaccount in the Reserve Subaccount may be applied as provided in the applicable Supplemental Resolution to reimburse the Credit Bank for amounts drawn under such Credit 61. Facility to pay the principal of and premium, if any, and interest on such Bonds and to pay the Purchase Price of Optional Tender Indebtedness. Notwithstanding the foregoing provisions of this Section 505, the Fiscal Agent shall withdraw from the Reserve Subaccount and remit to the United States Treasury the amounts, if any, specified by the City Manager to be so paid in order to comply with the provisions of the Internal Revenue Code of 1954, as amended. Section 506. ApDlication of Moneys in the Junior Obliqations Account; Limitation on the Issuance of Junior Obliqations. Moneys held for the credit of the Junior Obligations Account shall be applied to the retirement of Junior Obligations issued under the provisions of this Resolution in accordance with their terms. Moneys held for the credit of the Junior Obligations Account may be pledged to the payment of the principal of and premium, if any, and interest on any Junior Obligations issued by the City. Junior Obligations may be issued or incurred by the City for the purpose of paying all or any part of the cost of any Project or Projects, and the proceeds of such Junior Obligations shall be deposited with the City to the credit of the Construction Account. Junior Obligations may also be issued by the City for the purpose of providing funds, with any other available funds, for redeeming prior to their maturity or maturities, or for paying at their maturity or maturities, all or any part of the outstanding Bonds of any series or of other Indebtedness or Junior Obligations or for any other lawful purpose. The City shall have the right to covenant with the holders from time to time of any Junior Obligations issued by the City to add to the conditions, limitations and restrictions under which any additional Bonds may be issued under the provisions of Section 209A and 209 of this Resolution. Section 507. Use of General Account. The City shall from time to time (i) transfer or deposit to the credit of any Account or Subaccount created under the provisions of this Resolution any moneys held for the credit of the General Account or (ii) deposit any such moneys to the General Fund of the City. or to any other fund or account permitted by law, upon the receipt of a certified copy of a resolution duly adopted by the City Council directing such transfer or payment or (iii) apply such moneys for any other lawful purpose. Payments from the General Account shall be made by an appropriate officer or employee of the City in accordance with the procedures established from time to time by the City. 62. Section 508. Application and Pledqe of Moneys in Sinkinq Fund Account and Junior Obliqations Account. Subject to the terms and conditions set forth in this Resolution and except as otherwise provided in a Supplemental Resolution, moneys held for the credit of the Principal and Interest Subaccount and the Reserve Subaccount shall be held in trust and disbursed by the Fiscal Agent for Ca) the payment of interest on the Bonds issued hereunder as such interest becomes due and payable, or (b) the payment of ~he principal of such Bonds at their respective maturities , or (c) the payment of the Purchase or Redemption Price of such Bonds before their respective maturities or (d) the payment of Parity Indebtedness, and such moneys are hereby pledged to and charged with the payments mentioned in this Section. Except as otherwise provided in this Resolution or in any Supplemental Resolution, moneys held for the credit of the Junior Obligations Account shall be held in trust and disbursed by the City for the payment of Junior Obligations in accordance with their terms, and such moneys are hereby pledged to and charged with such payment. Section 509. Moneys Set Aside for the Payment of Indebtedness to Be Meld in Trust. Ail moneys that the Fiscal Agent shall have withdrawn from the Principal and Interest Subaccount or shall have received from any other source and set aside, or deposited with the Bond Registrar or Paying Agents, for the purpose of paying any of the Bonds hereby secured or any Parity Indebtedness, either at the maturity thereof or upon call for redemption or prepayment, shall be held in trust for the respective owners of such Bonds or Parity Indebtedness. All moneys that shall have been withdrawn by the City from the Junior Obligations Account or shall have been received by the City from any source and set aside for the payment of Junior Obligations shall be held in trust for the owners of such Junior Obligations. Notwithstanding the foregoing any moneys that shall be so set aside or deposited and that shall remain unclaimed by the owners of such Indebtedness for the period of four (4) years after the date on which such Indebtedness shall have become due and payable shall upon request in writing be paid to the City or to such officer, board or body as may then be entitled by law 5o receive the same, and thereafter the owners of such Indebtedness shall look only to the City or to such officer, board or body, as the case may be, for payment and then only to the extent of the amounts so received without any interest thereon, and the Fiscal Agent, the Bond Registrar and the Paying Agents shall have no responsibility with respect to such moneys. Section 510. Cancellation of Bonds. Except as otherwise provided herein or in a Supplemental Resolution, all Bonds paid, redeemed or purchased, either at or before maturity, shall be cancelled upon the payment, redemption or purchase of such Bonds 63. and shall be delivered to the Bond Registrar when such payment, redemption or purchase is made. All Bonds cancelled under any of the provisions of this Resolution shall be destroyed by the Bond Registrar, and the Bond Registrar shall execute a certificate of destruction in triplicate describing the Bonds so destroyed. One executed certificate of destruction shall be filed with the Clerk and one with the Fiscal Agent and the other executed certificate shall be retained by the Bond Registrar. 64. ARTICLE VI. Depositaries of Moneys, Security for Deposits and Investment of Funds Section 601. Security for DepoSits. Ail moneys received under the provisions of this Resolution shall be held in trust, shall be applied only in accordance with the provisions of this Resolution and shall not be subject to lien or attachment by any creditor of the City. Ail moneys held by the Fiscal Agent or the Bond Registrar or deposited with any Depositary hereunder in excess of the amount guaranteed by the Federal Deposit Insurance Corporation or other federal agency shall be continuosly secured for the benefit of the City and the holders of the Bonds, either (a) by lodging with a bank or trust company approved by the City as custodian, or, if then permitted by law, by setting aside under control of the trust department of the bank holding such deposit, as collateral security, Federal Securities, or, with the approval of the City Manager, other Permitted Investments eligible as security for the deposit of trust funds under applicable regulations of the Comptroller of the Currency of the United States or applicable law and regulations of the State of Florida, having at all times a market value (exclusive of accrued interest) not less than the amount of such deposit, or (b) if the furnishing of security as provided in clause (a) of this Section is not permitted by applicable law, in such other manner as may then be required, or permitted by applicable State of Florida or federal laws or regulations regarding the security for, or granting a preference in the case of, the deposit of trust funds; provided, however, that it shall not be necessary for the Bond Registrar or any Paying Agents to give security for the deposits of any moneys with them for the payment of the principal of or the redemption premium or-the interest of any Bonds issued hereunder, or for the Fiscal Agent to give security for any moneys that shall be represented by obligations purchased under the provisions of this Article as an investment of such moneys. Ail moneys held by the Piscal Agent and deposited with each Depositary shall be credited to the particular Account or Subaccount to which such moneys belong. Moneys held for the credit of the Designated Revenue Account shall be invested from time to time, by any one of the officers or employees of the City who shall be designated by the City Council for such purpose, in Permitted Investments that shall 65. mature, or that shall be subject to redemption by the holder thereof at the option of such holder, not later than one year after the date of such investment. Moneys held for the credit of the Principal and Interest Subaccount to the extent suCh moneys cannot be applied to the purchase of Bonds under the provisions of this Resolution and (unless otherwise provided in a Supplemental Resolution) in the Junior Obligations Account shall, as nearly as may be practicable, be invested and reinvested in Permitted Investments that shall mature, or that shall be subject to redemption by the holder thereof at the option of such holder, not later than the respective dates on which the moneys held for the credit of said Subaccount will be required for the purposes intended. Moneys held for the credit of the Reserve Subaccount shall, as nearly as may be practicable, be invested and reinvested in Permitted Investments that shall mature, or that shall be subject to redemption by the holder thereof at the option of such holder, not later than fifteen (15) years after the date of such investment. Moneys held for the credit of the Construction Account and the General Account shall be invested from time to time in Permitted Investments. Any investment in any Permitted Investments, except the collateral for such Investments, that must be delivered, may be made in the form of an entry made on the records of the issuer of the particular obligation. Investments so .purchased as an investment of moneys in any such Account or Subaccount shall be deemed at all times to be a part of such Account or Subaccount, and the interest accruing thereon and any profit realized from such investment shall be credited to such Account or Subaccount, and any loss resulting from such investment shall be charged to such Account or Subaccount; provided, however, that the interest accruing on the investment of moneys in the Principal and Interest Subaccount and the Reserve Subaccount and any profit realized from such investment shall be credited to the Designated Revenue Account and any loss resulting from such investment shall be charged to the Designated Revenue Account. The Fiscal Agen~ (or the Bond Registrar) or the City shall sell at the best price obtainable or presen~ for redemption any obligations so purchased whenever it shall be necessary so to do tn order ~o provide moneys to meet any payment or transfer from any such Account or Subaccoun~. Neither the Fiscal Agent, the Bond Registrar nor the City shall be liable or responsible for any loss resulting from any such investment. 66. Section 602. Valuation. For the purpose of determining the amount of deposit to the credit of any such Account or Subaccount, obligations in which money in such Account of Subaccount shall have been invested shall be valued at the market value or the amortized cost thereof, whichever is lower. The Fiscal Agent and the City shall value the investments in the Reserve Subaccount semi-annually twelve (12) Business Days prior to each November 1 and May 1. In addition~ the Permitted Investments in the Sinking Fund Account shall be valued by the Deposita5y at any time requested by the City on reasonable notice (which period of notice may be waived or reduced by the Depositary); provided, however, that the Depositary shall not be required to value such investments more than once in any calendar month. If upon valuation of the obligations on deposit to the credit of the Reserve Subaccount, the balance to the credit of the Reserve Subaccount is less than the Reserve Subaccount Requirement, the Fiscal Agent shall compute the amount by which the Reserve Subaccount Requirement exceeds such balance and shall immediately give the City notice of such deficiency and of the amount necessary to cure the same. Section 603. Covenant as to Arbitraqe. The City agrees that so long as any of the Bonds (the interest on which was exempt from federal income taxes on the date such Bonds were issued) remain outstanding, moneys on deposit in any Account or Subaccount maintained in connection with such Bonds, whether such moneys were derived from the proceeds of the sale of the Bonds or from any other sources, will not be used in a manner that would cause such Bonds to be "arbitrage bonds" as defined in the Internal Revenue Code of 1954, as amended (the "Code") and applicable regulations promulgated from time to time thereunder. Except as to Bonds the interest on which was not exempt from federal income taxes on the date of ~ssuance, the City shall observe and not violate the requirements of the Code and any such applicable regulations. In the event the City is of the opinion that it is necessary to restric5 or limit the yield on the investment of moneys held by it or the Fiscal Agent, the Bond Registrar or any Depositary pursuant to this Resolution, or to use such moneys in a certain manner, in order to avoid such Bonds' being considered "arbitrage bonds" within the meaning of the Code and the regulations thereunder, as such may be applicable to the Bonds at such time, the City may issue to the Fiscal Agent, the Bond Registrar or any Depositary a written certificate to such effect and appropriate instructions, in which event the Fiscal Agent, the Bond Registrar or any Depositary shall take such action as is necessary to restrict or limit the yield on investments or to use moneys to the credit of such 67. Account or Subaccount in accordance with such certificate and instructions, irrespective of whether the Fiscal Agent, the Bond Registrar or such Depositary shares such opinion. 68. the Fiscal Agent, and copies of such report shall be mailed to any owner of Indebtedness who shall have filed his name and address with the City Clerk for such purpose. Each such audit report shall set forth in respect of said Fiscal Year the same matters as are hereinbelow required for the monthly reports and shall include a comparison with the Annual Budget for said Fiscal Year. The Accountant, in addition to such audit report, shall furnish a special report stating that an examination of the financial statements has been conducted in accordance with generally accepted auditing standards and stating whether such financial statements present fairly the financial position described therein and changes in such financial position for the period covered by such audit report in conformity with generally accepted accounting principles applied on a consistent basis. Such special report shall state (i) whether at year end any violation of bond covenants existed and (ii) if at any time during the Fiscal Year under audit an event of default (as defined in Section 802(a) through (i), inclusive, hereof) occurred and if so, the nature of the default. Such special reports shall be limited to financial matters described in the Resolution. In the event that for any reason beyond the control of the City, it is unable to obtain the foregoing certificate as to compliance with generally accepted accounting principles and is taking all reasonable and feasible actions to obtain such certificates as to subsequent Fiscal Years, the City shall be deemed to be in compliance with the provisions of this Section, if, in lieu of the certificate required above s~ch certificate states the reasons for such non-compliance or non-conformity. The City further covenants that it will prepare or cause to be prepared on a timely manner and will cause to be filed with the City Manager a monthly statement setting forth in respect of the preceding month: (a) the amount of proceeds of the Designated Revenues in the preceding month; (b) all deposits to the credit of and withdrawals from each special account and subaccount created under the provisions of this Resolution; (c) the details of all purchased or redeemed; and Indebtedness issued, paid, (d) the amounts on deposit at the end of such month to the credit of each such account and subaccount, showing the respective amounts on deposit to the credit of each such account and subaccoun~, the security held therefor and the details of any investments thereof. 70. The City further covenants that it will cause any additional reports or audits relating to the Designated Revenues or to the Projects to be made as required by law or by any applicable rules or regulations of any governmental authority having jurisdiction in the premises. For the purposes of this Resolution, each account and subaccount created hereunder shall be a series of accounts within the book of accounts of the City and shall connote a segregation of accounts that will support special purpose disclosure reports, not to be construed as a separate set of books of accounts. Section 704. Limitations on Parity Indebtedness. (a) The City may incur and refund Parity Indebtedness provided that the documents providing for such Parity Indebtedness shall specify (i) the amounts and due dates of the Debt Service Requirements of such Parity Indebtedness or the amount of any additional Refunding Pledged Amount and the principal and interest components of such Debt Service Requirements or Refunding Pledged Amount and (ii) the amount, if any, to be deposited to the credit of the Reserve Subaccount or the portion, if any, of the Refunding Pledged Amount to be deposited to any reserve subaccount under the Refunding Resolution and that the Bond Registrar shall determine that all the requirements of clauses I, II and III of Section 209, or all the requirements of Section 209A, 210 or 211, as appropriate, of this Resolution shall have been met the same as if such Parity Indebtedness to be incurred were an additional series of Bonds to be issued under the provisions of Section 209A, 209, 210, or 211, respectively. Parity Indebtedness that constitutes Variable Rate Indebtedness may bear interest payable on a parity with interest on Bonds issued under this Resolution to the extent the rate of such interest on Parity Indebtedness does not exceed the maximum rate of interest at which additional Bonds could have been issued pursuant to Section 209A or 209, as appropriate. (b) The City covenants that it will faithfully fulfill all lawful requirements of all contracts or agreements creating such Parity Indebtedness and that i~ will require all other parties thereto to fulfill their lawful obligations therefor. 71. ARTICLE VIII. Events of Default and Remedies Section 801. Extension of Interest Payment. In case the time for the payment of the interest on any Bond or Parity Indebtedness shall be extended, whether such extension be by or with the consent of the City, such interest so extended shall not be entitled in case of default hereunder to the benefit or security of this Resolution except subject to the prior payment in full of the principal of. all Bonds and Parity Indebtedness then outstanding and of all interest the time for the payment of which shall not have been extended. Section 802. Events of Default. Each of the following events is hereby declared an."event of default", that is to say: if (a) payment of the principal and of the redemption premium, if any, of any of the Bonds or any Parity Indebtedness shall not be made by the close of business on the third day after the same shall be come due and payable, either at maturity or by proceedings for redemption or otherwise; or (b) payment of any installment of interest on any of the Bonds or Parity Indebtedness shall not be made by the close of business on the third day after the same shall become due and payable; or (c) payment of any amount required to satisfy any Amortization Requirement shall not be made by the close of business on the third day after the same shall become due and payable; or (d) final judgment for the payment of money to be paid from the proceeds of Designated Revenues shall be rendered against the City and any such judgment shall not be discharged within sixty (60) days from the entry thereof or an appeal shall no~ be taken therefrom or from the order, decree or process upon which or pursuant to which such judgment shall have been granted or entered, in such manner as to stay the execution of or levy under such judgment, order, decree or process or the enforcement thereof; or (e) if the City admits in writing its inability to pay its debts generally as they become due, or files a petition in bankruptcy or makes an assignment for the benefit of its 72. creditors or consents to the appointment of a receiver or trustee for itself or for the whole or any part of the proceeds of Designated Revenues; or (f) if the City is adjudged insolvent by a court of competent jurisdiction, or it be adjudged a bankrupt on a petition in bankruptcy filed by or with the acquiesence of the City, or an order, judgment or decree be entered by any court of competent jurisdiction appointing, a receiver or trustee of the City or of the whole or any part of the proceeds of Designated Revenues and any of the aforesaid jurisdictions, orders, judgments or decrees shall not be vacated or set aside or stayed within ninety (90) days from the date of entry thereof; or (g) if the City shall file a petition or answer seeking reorganization or any arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof; or (h) if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the City or of the whole or any substantial part of the proceeds of Designated Revenues, and such custody or control shall not be terminated within ninety (90) days from the date of assumption of such custody or control; or (i) the City shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds or in this Resolution on the part of the City to be performed, and such default shall continue for thirty (30) days after written notice specifying such default and requiring same to be remedied shall have been given to the City, which notice the Fiscal Agent or the Bond Registrar may give to the City and, upon the written request of not less than twenty-five per centum (25%) in aggregate principal amount of the Bonds and Parity Indebtedness then outstanding, shall give to the City. Section 803. Acceleration of Maturities. Upon the happening and continuance of any event of default specified in clauses (a) through (c) of Section 802 of this Article, then and in every such case the holders of not less than twenty-five per centum (25%) in aggregate principal amount of the Bonds and Parity Indebtedness then outstanding may, by a notice in writing to the City, declare the principal of all of the Bonds and Parity Indebtedness then outstanding (if not then due and payable) to be due and payable immediately, and upon such declaration the same 73. shall become and be immediately due and payable, anything contained in the Bonds, in the Parity Indebtedness or in this Resolution to the contrary notwithstanding; provided that if at any time after the principal of the Bonds and Parity Indebtedness shall have been so declared to be due and payable, and before the entry of final judgment or decree in any suit, action or proceeding instituted on account of such defaultr or before the completion of the enforcement of any other remedy under this Resolution, moneys shall have accumulated in the Sinking Fund Account sufficient to pay the principal of all matured Bonds and Parity Indebtedness and all arrears of interest, if any, upon all Bonds and Parity Indebtedness then outstanding (except the principal of any Bonds and Parity Indebtedness not then due except by virtue of such declaration and any interest accrued on such Bonds and Parity Indebtedness since the last interest payment date), and all amounts then payable by the City hereunder shall have been paid or a sum sufficient ~o pay the same s~alI have been deposited with the Bond Registrar, and every other default in the observance or performance of any covenant, condition, agreement or provision contained in the Bonds or Parity Indebtedness or in this Resolution (other than a default in the payment of the principal of such Bonds or Parity Indebtedness then due only because of a declaration unde~ this Section) shall have been remedied, then and in every such case the holders of not less than twenty-five per centum (25%) in aggregate principal amount of the Bonds and Parity Indebtedness not then due except by virtue of such declaration and then outstanding may, by written notice to the City, rescind and annul such declaration and its consequences, but no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon. Section 804. Enforcement of Remedies. Upon the happening and continuance of any event of default specified in Section 802 of this Article, then and in every such case the holders of no~ less than twenty-five per centum (25%) in aggregate principal amount of the Bonds and Parity Indebtedness then outstanding hereunder shall proceed to protect and enforce the rights of the owners of the Bonds and of Parity Indebtedness under Florida law, or under this Resolution by such suits, action or special proceedings in equity or at law, either for the specific performance of any covenant or agreement contained herein or in aid or execution of any power herein granted or for the enforcement of any proper legal or equitable remedy, as such Bondholders or owners of Parity Indebtedness shall deem mos5 effectual to protect and enforce such rights. Section 805. Pro Rata Application of Funds. Anything in this Resolution to the contrary notwithstanding, if at any time the moneys in the Sinking Fund Account shall not be sufficient ~o 74. pay the principal of or the interest on the Bonds and Parity Indebtedness as the same become due and payable (either by their terms or by acceleration of maturities under the provisions of Section 803 of this Article), such moneys, together with any moneys then available or thereafter becoming available for such purpose, whether through the exercise of the remedies provided for in this Article or otherwise, shall be applied as follows: (a) Unless the principal of all the Bonds and Parity Indebtedness shall have become due and payable or shall have been declared due and payable, all such moneys shall be applied first: to the payment of the persons entitled thereto of all installments of interest then due and payable on the Bonds and ~Parity Indebtedness, in the order in which such installments become due and payable, and, if the amount available shall not be sufficient to pay in full, any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or preference except as to any difference in the respective rates of interest specified in the Bonds and Parity Indebtedness; second: to the payment of the persons entitled thereto of the unpaid principal of any of the Bonds and Parity Indebtedness that shall have become due (other than Bonds and Parity Indebtedness called for redemption for the payment of which sufficient moneys are held pursuant to the provisions of this Resolution), in the order of their due dates, with interest upon such Bonds and Parity Indebtedness at the respective dates upon which they became due, and, if the amount available shall not be sufficient to pay in full the principal of Bonds and Parity Indebtedness due on any particular date, together with such interest, then to the payment first of such interest, ratably according to the amount of such interest due on such date, and then to the payment of such principal, ratably according to the amount of such principal due on such date, to the persons entitled thereto without any discrimination or preference except as ~o any difference in the respective rases of interest specified in the Bonds and Parity Indebtedness; and third: to the payment of the interest on and the principal of the Bonds and Parity Indebtedness, to the purchase and retirement of Bonds and Parity 75. Indebtedness and to the redemption of Bonds and Parity Indebtedness, all in accordance with the provisions of Article V of this Resolution. (b) If the principal of all the Bonds and Parity Indebtedness shall have become due and payable or shall have been declared due and payable, all such moneys shall be applied to the payment of the principal and interest then due and unpaid upon the Bonds and Parity Indebtedness, without preference or priority of principal over interest or of interest over principal or of any installment of interest over any other installment of interest, or of any Bond and Parity Indebtedness over any other Bond and Parity Indebtedness, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or preference except as to any difference in the respective rates of interest specified in the Bonds and Parity Indebtedness. (c) If the principal of all the Bonds and Parity Indebtedness shall have been declared due and payable and if such declaration shall thereafter have been rescinded and annulled under the provisions of Section 803 of this Article, then, subject to the provisions of paragraph (b) of this Section in the event that the principal of all the Bonds and Parity Indebtedness shall later become due or be declared due and payable, the moneys remaining in and thereafter accruing to the Sinking Fund Account shall be applied in accordance with the provisions of paragraph (a) of this Section. The provisions of this Section are in all respects subject to the provisions of Section 801 of this Article. Whenever moneys are to be applied by the Fiscal Agent or the Bond Registrar pursuant to the provisions of this Section, such moneys shall be applied by the Fiscal Agent at such times, and from time to time, as the Fiscal Agent in its sole discretion shall determine, having due regard ~o the amoun~ of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future; the deposit of such moneys with .the Bond Registrar, or otherwise setting aside such moneys, in trust for the proper purpose, shall constitute proper application by the Fiscal Agent; and the Fiscal Agent shall incur no liability whatsoever to any Bondholder, the owner of any Parity Indebtedness or to any other person for any delay in applying any such funds, so long as the Fiscal Agent acts with reasonable diligence, having due regard to the circumstances, and ultimately applies the same in accordance with such provisions of this Resolution as may be applicable at the 76. time of application. Whenever the Fiscal Agent shall exercise such discretion in applying such funds, it shall fix the date upon which such application is ~o be made and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue, The Fiscal Agent shall give such notice as it may deem appropriate of the fixing of any such date, and shall not be required to make payment to the holder of any unpaid Bond or Parity Indebtedness until such Parity Indebtedness or such Bond shall be surrendered to it for appropriate endorsement. Section 806. Effect of Discontinuance of Proceedings. In case any proceeding taken by the Fiscal Agent on account of any default shall have been discontinued or abandoned for any reason, then and in every such case the City and the Fiscal Agent shall be restored to their former positions and rights hereunder~ respectively, and all rights and remedies of the Fiscal Agent and the Bondholders and owners of any Parity Indebtedness shall continue as though no such proceeding had been taken. Section 807. Restriction on Individual Bondholder Actions. No holder of any of the Bonds or Parity Indebtedness hereby secured shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the security of this Resolution, or to enforce any right hereunder except in the manner herein provided, and all such proceedings at law or in equity shall be instituted, had and maintained for the benefit of all owners of such Bonds and Parity Indebtedness. Section 808. No Remedy Exclusive. No remedy herein conferred upon the Fiscal Agent on behalf of the Bondholders or owners of Parity Indebtedness is intended to be exclusive of any other remedy or remedies herein provided, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder. Section 809. Delay Not a Waiver. No delay or omission of the Fiscal Agent or Bond Registrar to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy given by this Article to the Fiscal Agent on behalf of the Bondholders or owners of Parity Indebtedness may be exercised from time to time and as often as may be deemed expedient. Section 810. Riqht to Enforce Payment of Bonds. Nothing in this Article shall affect or impair the right of any Bondholder to enforce the paymen~ of the principal of and interest on the Bonds or Parity Indebtedness, or the obligation of the City to 77. the Fiscal Agent, and copies+X X C~ C~ o Z o -; Z 0 X Section 602. Valuation. For the purpose of determining the amount of deposit to the credit of any such Account or Subaccount, obligations in which money in such Account of Subaccount shall have been invested shall be valued at the market value or the amortized cost thereof, whichever is lower. The Fiscal Agent and the City shall value the investments in the Reserve Subaccount semi-annually twelve (12) Business Days prior to each November 1 and May 1. In addition, the Permitted Investments in the Sinking Fund Account shall be valued by the Depositary at any time requested by the City on reasonable notice (which period of notice may be waived or reduced by the Depositary); provided, however, that the Depositary shall not be required to value such investments more than once in any calendar month. If upon valuation of the obligations on deposit 5o the credit of the Reserve Subaccount, the balance to the credit of the Reserve Subaccount is less than the Reserve Subaccount Requirement, the Fiscal Agent shall compute the amount by which the Reserve Subaccount Requirement exceeds such balance and shall immediately give the City notice of such deficiency and of the amount necessary to cure the same. Section 603. Covenant as to Arbitraqe. The City agrees that so long as any of the Bonds (the interest on which was exempt from federal income taxes on the date such Bonds were issued) remain outstanding, moneys on deposit in any Account or Subaccount maintained in connection with such Bonds, whether such moneys were derived from the proceeds of the sale of the Bonds or from any other sources, will not be used in a manner that would cause such Bonds to be "arbitrage bonds" as defined in the Internal Revenue Code of 1954, as amended (the "Code") and applicable regulations promulgated from time to time thereunder. Except as to Bonds the interest on which was not exemp5 from federal income taxes on the date of issuance, the City shall observe and not violate the requirements of the Code and any such applicable regulations. In the event the City is of the opinion that it is necessary to restric5 or limit the yield on the investment of moneys held by it or the Fiscal Agent, the Bond Registrar or any Depositary pursuant to this Resolution, or co use such moneys in a certain manner, in order to avoid such Bonds' being considered "arbitrage bonds" within the meaning of the Code and the regulations thereunder, as such may be applicable to the Bonds a[ such time, the City may issue to the Fiscal Agent, the Bond Registrar or any Depositary a written certificate to such effect and appropriate instructions, in which eventrr47 the Fiscal Agent, the Bond Registrar or any Deposisary shall take such action as is necessary to restrict or limit the yield on investments or to use moneys to the credit of such 67. pay the principal of and interest on each Bond and Parity Indebtedness to the holder thereof at the time and place in said Bond or Parity Indebtedness expressed. 78. ARTICLE IX. Execution of Instruments by Bondholders and Proof of Ownership of Bonds and Parity Indebtedness Section 901. Execution of Instruments by Bondholders and Proof of OwnershiD of Bonds. Any request, direction, consent or other instrument in writing required or permitted by this Resolution to be signed or executed by Bondholders or owners of Parity Indebtedness may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Bondholders or owners or their attorneys or legal representatives. Proof of the execution of any such instrument and of the ownership of Bonds and Parity Indebtedness shall be sufficient for any purpose of this Resolution and shall be conclusive in favor of the City or the Bond Registrar with regard to any action taken by it under such instrument if made in the following manner: (a) The fact and date of the execution by any person of any such instrument may be proved by the verification of any officer in any jurisdiction who, by the laws thereof, has power to take affidavits within such jurisdiction, to the effect that such instrument was subscribed and sworn to before him, or by an affidavit of a witness to such execution. Where such execution is on behalf of a person other than an individual such verification or affidavit shall also constitute sufficient proof of the authority of the signer thereof. (b) The ownership of Bonds shall be proved by the registration books kept under the provisions of Section 206 of this Resolution, and the ownership of Parity Indebtedness shall be provided as provided by Supplemental Resolution, which Resolution may provide that the books kept by the Bond Registrar under Section 206 shall be used to determine ownership of Parity Indebtedness. But nothing contained in this-Articie shall be construed as limiting the Fiscal Agent or the Bond Registrar to such proof, it being intended that the Fiscal Agent and the Bond Registrar may accept any other evidence of the matters herein stated that it may deem sufficient. Any request or consent of the holder of any Bond or Parity Indebtedness shall bind every future holder of the same Bond or Parity Indebtedness in respect of anything done by the City in pursuance of such request or consent. 79. ARTICLE X. Supplemental Resolutions Section 1001. Supplemental Resolutions Without Consent. The City Council, from time to time and at any time may adopt such resolutions supplemental hereto as shall not be inconsistent with the terms and provisions hereof (which' supplemental resolution shall thereafter form a part hereof) (a) to cure any ambiguity or formal defect or omission or to correct any inconsistent provisions in this Resolution or in any Supplemental Resolution, or (b) to substitute a different source of Designated Revenues, to grant to or confer upon the Bondholders, the owners of Parity Indebtedness, the Fiscal Agent or the Bond Registrar any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the Bondholders, the owners of Parity Indebtedness, the Fiscal Agent or the Bond Registrar, or (c) ~o add to the conditions, limitations and restrictions thereafter to be observed by the City under the provisions of this Resolution other conditions, limitations and restrictions thereunder to be observed, or (d) to add to the covenants and agreements of the City in this Resolution other covenants and agreements thereafter to be observed by the City or to surrender any right or power herein reserved to or conferred upon the City, or (e) to provide for the issuance of Parity Indebtedness, to provide for the issuance of additional and refunding Bonds, to provide for coupon Bonds if then permitted, to provide for the issuance of uncertificated (book-entry) Bonds, and to provide for such other related matters as may be required or contemplated by or appropriate under this Resolution, or (f) to comply with the requirements of Moody's or Standard & Poor's or to make any other change that, in the opinion of the City, would not materially adversely affect the security for the Bonds or any Parity Indebtedness. At least thirty (30) days prior to the adoption of any supplemental resolution for any of the purposes of this Section, the City Clerk shall cause a notice of the proposed adoption of such supplemental resolution to be mailed, postage prepaid, ~o 80. all registered owners of Bonds at their addresses as they appear on the registration books. Such notice shall briefly set forth the nature of the proposed supplemental resolution and shall state that copies thereof are on file at the office of the City Clerk for inspection by all Bondholders. A failure on the part of the City Clerk to mail the notice required by this Section shall not affect the validity of such supplemental resolution. Section 1002. Supplemental Resolutions With Consent. Subject to the terms and provisions contained in this Section, and not otherwise, the holders of not less than two-thirds (2/3) in aggregate principal amount of the Bonds and Parity Indebtedness then outstanding shall have the right, from time to time, anything contained in this Resolution to the contrary notwithstanding, to consent to and approve the adoption of such resolution or resolutions supplemental hereto as shall be deemed necessary or desirable by the City for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Resolution or in any Supplemental Resolution; provided, however, that nothing herein contained shall permit, or be construed as permitting, (a) an extension of the maturity of the principal of or the interest on any Bond or Parity Indebtedness issued hereunder or incurred in accordance herewith, or (b) a reduction in the principal amount of any' Bond or Parity Indebtedness or the redemption premium or the rate of interest thereon, or (c) the creation of a lien upon or a pledge of the proceeds of Designated Revenues superior to the lien and pledge created by this Resolution} or (d) a preference or priority of any Bond or Bonds or Parity Indebtedness over any other Bond or Bonds or Parity Indebtedness, or (e) a reduction in the aggregate principal amount of the Bonds or Parity Indebtedness required for consent to such supplemental resolution. Nothing herein contained, however, shall be construed as making necessary the approval by Bondholders or owners of Parity Indebtedness of the adoption of any supplemental resolution as authorized in Section 1001 of this Article. if at any time the City shall determine that it is necessary or desirable to adopt any supplemental resolution for any of the purposes of this Section, the City Clerk shall cause no~ice of the proposed adoption of such supplemental resolution to be mailed, postage prepaid, to all registered owners of Bonds and Parity Indebtedness at their addresses as they appear on the registration books. Such notice shall briefly set forth the nature of the proposed supplemental resolution and shall state that copies thereof are on file at the office of the City Clerk for inspection by all owners. The City shall not, however, be subject to any liability to any owners by reason of any defect in such notice or of its failure to cause the notice required by 81. this Section to be mailed and any such failure shall not affect the validity of such supplemental resolution when consented to and approved as provided in this Section. Whenever, at the time within two years after the date of the first mailing of such notice, the City shall deliver to the Bond Registrar an instrument or instruments in writing purporting to be executed by the holders of not less than two-thirds (2/3) in aggregate principal amount of the Bonds and Parity Indebtedness then outstanding, which instrument or instruments shall refer ~o the proposed supplemental resolution described in such no~ice and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice, thereupon, but not otherwise, the City Council may adopt such supplemental resolution in substantially such form, without liability or responsibility to any holder of any Bond or Parity Indebtedness, whether or not such holder shall have consented thereto. If the holders of not less than two-thirds (2/3) in aggregate principal amount of the Bonds and Parity Indebtedness outstanding at the time of the adoption of such supplemental resolution shall have consented to and approved the adoption thereof as herein provided, no holder of any Bond or Parity Indebtedness shall have any right to object to the adoption of such supplemental resolution, or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain the City Council from adopting the same or from taking any action pursuant to the provisions thereof. Upon the adoption of any supplemental resolution pursuant to the provisions of this Section, this Resolution shall be and be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Resolution of the City and all holders of Bonds and Parity Indebtedness then outstanding shall thereafter be determined, exercised and enforced in all respects under the provisions of this Resolution as so modified and amended. Section 1003. Supplemental Resolutions Part of Resolution. Any supplemental resolution adopted in accordance with the provisions of this Article and approved as to legality by the City Attorney shall thereafter form a part of this Resolution, and all of the terms and conditions contained in any such supplemental resolution as to any provision authorized to be contained therein shall be and shall be deemed to be part of the terms and conditions of this Resolution for any and all purposes. In case of the adoption and approval of any supplemental 82. resolution, express reference may be made thereof in the text of any Bonds issued thereafter, if deemed necessary or desirable by the City. 83. ARTICLE XI. Defeasance Section 1101. Defeasance. If, when the Bonds and any Parity Indebtedness secured hereby shall have become due and payable in accordance with their terms or otherwise as provided in this Resolution or -are to be paid at their maturity or maturities or shall have been duly called for redemption or . irrevocable instructions to call the Bonds for redemption shall have been given by the City to an appropriate fiduciary 'institution acting as escrow agent, the whole amount of the principal and the interest and premium, if any, so due and payable upon all of the Bonds and any Parity Indebtedness then outstanding shall be paid or sufficient moneys, or Government Obligations, not callable at the option of the obligor, either the principal of and the interest on which when due or the principal of which when due will provide sufficient moneys, shall be held by such escrow agent for such purpose under the provisions of this Resolution, and provision shall also be made for paying all other sums payable hereunder by the City, then and in that case the right, title and interest of the holders of the Bonds and any Parity Indebtedness secured hereby in the proceeds of the Designated Revenues and in the Accounts and Subaccounts mentioned in this Resolution shall thereupon cease, determine and become void, and the City Council in such case, shall release this Resolution and may apply any surplus in any subaccount in the Sinking Fund Account and all balances remaining in any other Accounts or Subaccounts other than moneys held for the redemption or payment of Bonds or Parity Indebtedness to any lawful purpose of the City as the City Council shall determine; otherwise this Resolution shall be, continue and remain in full force and effect; provided, however, that in the event Government Obligations shall be deposited with and held by such escrow agent as hereinabove provided, and in addition to the requirements set forth in Article III of this Resolution, the Fiscal Agent shall within thirty (30) days after such Government Obligations shall have been deposited with such escrow agent cause a notice signed by the Fiscal Agent to be published once in a Daily Newspaper of general circulation in the City and in a Daily Newspaper of general circulation or a financial journal published in the Borough of Manhattan, City and State of New York~ setting forth (a) the date designated for the redemption of the Bonds, (b) a description of the Government Obligations so held by such escrow agent, (c) that this Resolution has been released in accordance with the provisions of this Section, and (d) the Bond Registrar and the Fiscal Agent retain such rights, powers and privileges under this Resolution (including Articles II and III hereof) as may be necessary and convenient in respect of the Bonds and any 84. Parity Indebtedness for the payment of the principal, interest and any premium on the Bonds and Parity Indebtedness for the payment of which such Government Obligations have been deposited. Ail moneys and obligations held by an escrow agent pursuant to this Section shall be held in trust and the principal and interest of said obligations when received, and said moneys, applied to the payment, when due, of the obligations payable therewith. The provisions of this Article XI may be modified with respect to Bonds of any series that constitute Variable Rate Indebtedness and/or Optional Tender Indebtedness, with respect to any Parity Indebtedness and with respect to Junior Obligations. 85. ARTICLE XII. Miscellaneous Provisions Section 1201. Effect of Covenants. Ail covenants, stipulations, obligations and agreements of the City contained in this Resolution shall be deemed to be covenants, stipulations, obligations and agreements of the City and of the City Council and of each department and agency of the City to the full extent ~uthorized or permitted by law, and all such covenants, stipulations, obligations and agrements shall bind or inure to the benefit of the successor or successors thereof from time to time and any officer, board, body or commission to whom or to which any power or duty affecting such covenants, stipulations, obligations and agreements shall be transferred by or in accordance with law. Except as otherwise provided in this Resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the City or upon the City Council by the provisions of this Resolution shall be exercised or performed by the City Council, or by such other officers, board, body or commission as may be required by law to exercise such powers or to perform such duties. No covenant, stipulation, obligation or agreement herein contained shall be deemed to be a covenant, stipulation, obligation or agreement of any member, agent or employee of the City Council in his individual capacity, and neither the members of the City Council nor any official executing the Bonds or any Parity Indebtedness shall be liable personally on the Bonds or any Parity Indebtedness or be subject to any personal liability or accountability by reason of the issuance thereof. Section 1202. Manner of Giving Notice. Any notice, demand, direction, request or other instrument authorized or required by this Resolution to be given to or filed with the City or the City Council shall be deemed to have been sufficiently given or filed for all purposes of this Resolution if and when delivered by messenger or sent by certified mail, return receipt requested: to the City, if addressed to the City Manager of the City of Boynton Beach, Florida, City Hall, Boynton Beach, Florida; and to the Fiscal Agent and the Bond Registrar, if sent to the persons at the addresses set forth in a Supplemental Resolution. 86. Ail documents received by the City Manager and City Council under the provisions of this Resolution shall be retained in their possession, subject at all reasonable times to the inspection of the City, any Bondholder, the owner of any Parity Indebtedness, and the agents and representatives thereof. Section 1203. Successorship of Bond Reqistrar. Any bank or trust company with or into which a Bond Registrar may be merged or consolidated, or to which the assets and business or the corporate trust business of such Bond Registrar may be sold, shall be deemed the successor of such Bond Registrar for the purposes of this Resolution. If the position of a Bond Registrar shall become vacant for any reason, the City Council shall, within thirty (30) days thereafter, appoint a bank or trust company to fill such vacancy. Section 1204. SuccessorshiD of City Officers. In the event that the offices of Mayor, City Manager, City Clerk, Finance Director or City Attorney shall be abolished or any two or mcre of such offices shall be merged or consolidated, or in the event of a vacancy in any such office by reason of death, resignation, removal from office or otherwise, or in the event any such officer shall become incapable of performing the duties of his office by reason of sickness, absence from the City or otherwise, all powers conferred and all obligations and duties imposed upon such officer shall be performed by the officer succeeding to the principal functions thereof or by the officer upon whom such powers, obligations and duties shall be imposed by law. Section 1205. Substitute Publication. If, because of the temporary or permanent suspension of publication of any Daily Newspaper or financial journal or for any other reason, the City Manager shall be unable to publish in a Daily Newspaper or financial journal any notice required to be published by any provision of this Resolution, the City shall give such notice in such other manner as in its judgment shall most effectively approximate such publication, and the giving of such notice in such manner shall for all purposes of this Resolution be deemed to be in compliance with the requirement for the publication thereof. Section 1206. Inconsistent Resolutions. Ail resolutions and parts thereof which are inconsistent with any of the provisions of this Resolution are hereby declared to be inapplicable to the provisions of this Resolution. Section 1207. Further Acts. The officers and agents of the City are hereby authorized and directed to do all the acts and things required of them by the Bonds and this Resolution, for the 87. full, punctual and complete performance of all of the terms, covenants, provisions and agreements contained in the Bonds and this Resolution. Section 1208. Headinqs Not Part of Resolution. Any headings preceding the texts of the several Articles and Sections hereof and any table of contents, marginal notes or footnotes appended to copies hereof shall be solely for convenience of reference, and shall not constitute a part of this Resolution, nor shall they affect its meaning, construction or effect. Section 1209. City and' Bondholders and Owners of Parity Indebtedness Alone Have Riqhts under Resolution. Except as herein otherwise expressly provided, nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person, firm or corporation, other than the City and the holders of the Bonds and Parity Indebtedness issued under and secured by this Resolution, any right, remedy or claim, legal or equitable, under or by reason of the Resolution or any provision hereof, this Resolution and all its provisions being intended to be and being for the sole and exclusive benefit of the City and the holders from time to time of the Bonds and of any Parity Indebtedness issued hereunder. Section 1210. Effect of Partial Invalidity. In case any one or more of the provisions of this Resolution or of any Bonds issued hereunder shall for any reason, be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Resolution or of the Bonds, but this Resolution and the Bonds shall be construed and enforced as if such illegal or invalid provision had been contained therein. The Bonds are issued and this Resolution is adopted with the intent tha5 the laws of the State of Florida shall govern their construction. Section 1211. Resolution Effective. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 4th day of March, 1986. CITY OF BOYNTON BEACH, FLORIDA Mayor 88. (Official Seal) Vice M~yo/~ / ~Council Member ~uncil Member ~ ~/ _~/ ATTEST: Approved as to Form and Legal Sufficiency: City Attorney 89. ARTICLE VII. Particular Covenants Section 701. Payment of PrinciDal, Interest and Premium. The City covenants that it will promptly pay the principal of and the interest on each and every Bond issued under the provisions of this Resolution at the places, on the dates and in the manner specified herein and in said Bonds and any premium required for the retirement of said Bonds by purchase or redemption, according to the true intent and meaning thereof. Such principal, interest and premium will be payable solely from the proceeds of the Designated Revenues received by the City, and said proceeds are hereby pledged to the payments thereof in the manner and to the extent hereinabove particularly specified. Bonds issued under the provisions of this Resolution shall not be deemed to constitute a debt of the City or a pledge of the faith and credit of the City but such Bonds shall be payable solely from the account provided therefor from the proceeds of such Designated Revenues. The issuance of the Bonds shall not directly or indirectly or contingently obligate the City to levy or to pledge any form of ad valorem taxation whatever therefor or to make any appropriation for their payment except from the special account provided therefor, nor shall any such Bonds constitute a charge, lien or encumbrance legal or equitable, upon any property of the City. Section 702. Employment of Accountant. The City covenants and agrees that it will for the purpose of performing and carrying out the duties imposed on the Accountant by this Resolution employ an independent certified public accountant or firm of independent certified public accountants of suitable experience and responsibility. Section 703. Records, Accounts and Audits. The City covenants that it will keep accurate records and accounts of all items of costs and of all expenditures relating to the Projects and of the proceeds of the Designated Revenues collected and the application of the proceeds of such Designated Revenues. Such records and accounts shall be open to the inspection of all interested persons. The City further covenants that within six months after the close of each Fiscal Year, it will cause an audit 5o be completed by the Accountant of its books and accounts pertaining to the proceeds received by the City from the Designated Revenues. Reports of each such audit shall be filed with the City Council, the City Manager, and with Moody's and Standard & Poor's (if the Bonds of any series are then rated by such rating agencies) and 69.