82-M Second Draft
February 12, 1982
CITY OF BOYNTON BEACH, FLORIDA
RESOLUTION NO. 82-M
Adopted Feb. 17, 1982
Authorizing and Securing
CITY OF BOYNTON BEACH
RECREATIONAL FACILITIES REVENUE BONDS
SERIES 1982
TABLE OF CONTENTS
Preamble .............................................
Section 101.
ARTICLE I.
Definitions.
Meaning of Words and Terms ............
"Accountant" ..........................
"Amortization Requirements". ..........
"Bond Registrar" ......................
"Bonds" ...............................
"Bondholders" .........................
"City" ................................
"City Attorney" .......................
"City Clerk" ..........................
"City Council" ........................
"City Manager" ........................
"Construction Fund" ...................
"Consulting A~chitects" ...............
"Cost" ................................
"Daily Newspaper" .....................
"Depos i ta ry" ..........................
"Fiscal Agent" ........................
"Fiscal Year" .........................
PAGE
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TABLE OF CONTENTS
(Continued)
"General Fund" ........................
"GoVernment Obligations" ..............
"Gross Revenues" ......................
"Mayor" ...............................
"Net Revenues" ........................
"Operation and Maintenance Expenses"..
"Outstanding" .........................
"Paying Agents." .......................
"Permitted Investments" ...............
"Principal and Interest Account" ......
"Principal and Interest Requirements" .......................
"Project" .............................
"Project Consultant" ..................
"Redemption Account" ..................
"Renewal and Replacement Fund" ........
"Reserve Account" .....................
"Reserve Account Requirement" .........
"Reserve Account Deposit Requirement" .......................
"Resolution" ..........................
"Revenue Fund" ........................
"Serial Bonds" ........................
"Sinking Fund" ........................
PAGE
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ii.
Section 102.
TABLE OF CONTENTS
(Continued)
Miscellaneous Definitions ..............
PAGE
T--.7
Section 201.
Section 202.
Section 203.
Section 204.
Section 205.
Section 206.
Section 207.
Section 208.
Section 209.
Section 301.
Section 302.
Section 303.
Section 304.
Section 305.
ARTICLE II.
Form, Execution, Delivery
and Registration of Bonds.
Issuance of Bonds ......................
Details of Bonds .......................
Execution and Form of Bonds ............
Negotiability, Registration and
Registration of Transfer of Bonds...
Ownership of Bonds .....................
Issuance of Bonds ......................
Completion Bonds .......................
Temporary Bonds ........................
Mutilated, Destroyed or Lost Bonds .....
ARTICLE III.
Redemption of Bonds.
Redemption Generally ...................
Redemption Notice ......................
Effect of Calling for Redemption .......
Matured Coupons ........................
Cancellation ...........................
II-1
II-1
II-2
II-9
II-10
II-t0
II-12
II-14
II-14
III-1
III-I
III-2
III-2
III-2
iii.
Section
306.
TABLE OF CONTENTS
( Continued )
Bonds Called for Redemption or
Payment Provided Therefor
Not Outstanding .....................
PAGE
III-2
Section
Section
Section
Section
Section
Section
Section
401 .
402.
403.
404.
405.
406.
407.
ARTICLE IV.
Construction Fund.
Construction Fund ......................
Revolving Fund .........................
Payments from Construction Fund ........
Cost of Project ........................
Title to Properties Acquired ...........
Audits .................................
Disposition of Construction Fund
Balance .............................
IV- 1
IV-1
IV-2
IV-3
IV-4
IV-5
IV-5
Section
Section
Section
Section
Section
Section
501.
502.
503.
504.
505.
506.
ARTICLE V.
Revenues and Funds.
Rate Covenant ..........................
Annual Budget ..........................
Revenue Fund ...........................
Sinking and Other Funds ................
Payment of Operation and Maintenance
Expenses .............................
Application of Moneys in Principal and Interest Account ................
iV.
V-1
V-1
V-2
V-2
V-4
V-4
Section
Section
Section
Section
Section
Section
Sect ion
507 o
5.08.
509.
510.
511 .
512.
513.
TABLE OF CONTENTS
(Continued)
Application of Moneys in Redemption
Account .............................
Application of Moneys in Reserve
Account .............................
Application of Moneys in Renewal and Replacement Fund .................
Application of Moneys in Sinking Fund ................................
Application of Moneys in General Fund..
Moneys Held in Trust ...................
Cancellation of Bonds and Coupons ......
PAGE
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V-6
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V-7
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Sect ion
Section
Section
Section
601 .
602.
701 .
702.
ARTICLE VI.
Depositaries of Moneys,
Security for Deposits
and Investment of Funds.
Security for Deposits ..................
investment of Moneys ...................
ARTICLE VII.
Particular Covenants.
Payment of Principal, Interest and Premium .........................
Covenant Against Encumbrances ..........
VI- 1
VI-2
VII-1
VII-1
Section 703.
Section 704.
Section 705.
Section 706.
Section 707.
Section 708.
Section 709°
Section 710.
TABLE OF CONTENTS
(Continued)
Employment
Employment
Employment
of Consulting Architects ....
of Project Consultant .......
of Accountant ...............
Insurance ..............................
Use of Revenues ........................
Records, Accounts and Audits ...........
Enforcement of Collections .............
No Sale or Mortgage of Project ..........
PAGE
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VII-2
VII-2
VII-2
VII-3
VII-4
VII-5
VII-5
Section 801.
Section 802.
Section 803.
Section 804.
Section 805.
Section 806.
Section 807.
Section 808.
Section 809.
Section 810.
ARTICLE VIII.
Remedies.
Extension of Interest Payment ..........
Events of Default ......................
Acceleration of Maturities .............
Enforcement of Remedies ................
Pro Rata Application of Funds ..........
Effect of Discontinuance of
Proceedings .........................
Restriction on Individual Bondholder Actions ..................
No Remedy Exclusive ....................
Delay Not a Waiver .....................
Right to Enforce Payment of Bonds ......
VIII-1
VIII-1
VIII-2
VIII-3
VIII-4
VIII-6
VIII-6
VIII-7
VIII-7
VIII-7
vi.
TABLE OF CONTENTS
(Continued)
PAGE
Section
901.
ARTICLE IX.
Execution of Instruments
by Bondholders and Proof
of Ownership of Bonds.
Execution of Instruments by
Bondholders and Proof of
Ownership of Bonds ..................
IX-1
Section
Section
Section
1001.
1002.
1003.
ARTICLE X.
Supplemental Resolut ions
Supplemental Resolution Without
Bondholders' Consent ................
Supplemental Resolution With
Bondholder Consent ....... ...........
Supplemental Resolutions Part of
Resolution. .......................
X-1
X-2
X-4
Section
1101.
ARTICLE XI.
Defeasance.
Cessation of Interest of Bondholders .........................
XI-1
Section
t201.
ARTICEE XII.
Concerning the Fiscal
Appointment of Fiscal
Agent.
Agent ............
XII-1
vii.
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
1202.
1203.
1204.
1205.
1206.
1207.
1208.
1209,.
1210.
1211.
1212.
1213.
1301.
1302.
1303.
1304.
TABLE OF CONTENTS
(Continued)
No Obligation to Institute or Defend
Suit Without Indemnification ........
No Liability For Failure To Make
Collections or Deposits .............
Fees and Expenses ......................
Reliance on Certificates or Reports .............................
Right To Deal In Bonds .................
CitY's Representations; No Repre-
sentations of Fiscal Agent ..........
No Liability of Fiscal Agent ...........
Resignation of Fiscal Agent ............
Removal of Fiscal Agent ................
Vacancy of Office of Fiscal Agent ......
Successor Fiscal Agent .................
Access to Project ......................
ARTICLE XIII.
Miscellaneous Provisions.
Effect
Manner of Giving
Successorship of
Successorship of
of Covenants ....................
Notice ................
Paying Agents .........
City Officers .........
PAGE
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XI I-5
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XIII-1
XIII-2
XIII-2
viii.
Section
Section
Section
Section
Section
Section
Section
Section
1305.
1306.
1307.
1308.
1309.
1310.
1311.
1312.
TABLE OF CONTENTS
' (Continued)
Substitute Publication .................
Inconsistent Resolutions ...............
Further Acts ...........................
Headings Not Part of Resolution ........
City and Bondholders Alone Have Rights under Resolution .............
Validation of Bonds ....................
Effect of Partial Invalidity ...........
Resolution Effective ...................
PAGE
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XIII-3
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XIII-3
XIII-3.
XIII-3
XIII-4
ix.
Resolution No. ~/~
A RESOLUTION AUTHORIZING THE ISSUANCE OF NOT
EXCEEDING $4,000,000 RECREATIONAL FACILITIES
REVENUE BONDS OF THE CITY OF BOYNTON BEACH,
FLORIDA, FOR THE PURPOSE OF PROVIDING FUNDS
FOR PAYING THE COST OF ACQUIRING AND CON-
STRUCTING A TWENTY-SEVEN HOLE GOLF COURSE; PRO-
VIDING FOR THE PAYMENT OF SUCH BONDS AND THE
INTEREST ~THEREON FROM THE GROSS REVENUES OF
SAID GOLF COURSE; DESCRIBING THE TERMS, SECURITY
AND OTHER PROVISIONS OF SUCH BONDS; SETTING FORTH
THE RIGHTS AND REMEDIES OF THE HOLDERS OF SUCH
BONDS; PROVIDING SEVERABILITY; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, under the authority granted by the Constitu-
tion and laws of the State 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 is authorized to issue revenue bonds payable from
the revenues to be derived from the capital facilities to be
financed, which do not pledge the property, credit or
general tax revenue of the City for the purpose of paying
the cost of acquiring and constructing revenue producing
capital projects; and
WHEREAS, the City Council has heretofore determined
and does hereby determine that the acquisition and construc-
tion of a recreational facility consisting of a twenty-seven
hole golf course and appurtenant facilities in the City of
Boynton Beach is necessary and desirable for the furtherance
of the health and welfare of the citizens of the City; and
WHEREAS, the City Council has determined at this time
to authorize the issuance of not exceeding $4,000,000 Recrea-
tional Facilities Revenue Bonds of the City of Boynton Beach,
Florida., for the purpose of providing funds for the acquisi-
tion and construction of a twenty-seven hole golf course and
appurtenant facilities (the "Project") on a tract of land
being leased by the City from Palm Beach County for a term
of 99 years which Revenue Bonds will be payable as to
principal and interest solely from the gross revenues
derived from the operation of the Project;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF BOYNTON BEACH, FLORIDA:
ARTICLE I.
Definitions.
Section 101. Meaning. 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 706 of this Resolution to perform and carry out the
duties imposed on the Accountant by this Resolution.
"Amortization Requirements,' shall mean for any Fiscal
Year with respect to Term Bonds the respective amounts which
are required in each Fiscal Year for redeeming and paying at
maturity such Term Bonds by their stated maturity as fixed
by resolution of the City Council adopted prior to the sale
of such Term Bonds.
The Amortization Requirements for the Term Bonds shall
begin in the Fiscal Year determined by the City Council for
such Series and shall end not later than the Fiscal Year
immediately preceding the Fiscal Year in which such Term
Bonds are stated to mature. If during any Fiscal Year the
total principal amount of Term Bonds retired by purchase or
redemption or called for redemption under the provisions of
Section 507 of this Resolution shall be in ~excess of the
Amortization Requirements for the Term Bonds for such Fiscal
Year, then at the close of such Fiscal Year the amount of
the Amortization Requirements for the Term Bonds shall be
reduced for any subsequent Fiscal Year or Fiscal Years in
amounts aggregating the amount of such excess as shall be
determined by the Fiscal Agent. If during any Fiscal Year
the total principal amount of Term Bonds retired by purchase
or redemption or called for redemption under the provisions
of Section 507 of this Resolution shall be less than the
amount of the Amortization Requirement for the Term Bonds
for such Fiscal Year, then at the close of such Fiscal Year
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the amount of the Amortization Requirements for the Term
Bonds for the next succeeding Fiscal Year shall be increased
by the amount of the excess of such deficiency over the
amount then held to the credit of the Redemption Account.
"Bond Registrar" shall mean a bank or trust company,
either within or without the State of Florida, designated
as such by the City Council, which shall perform such func-
tions as Bond Registrar as are required by Article II of
this Resolution.
"Bonds" shall mean collectively the Bonds issued
under the provisions of Article II of this Resolution.
"Bondholders" shall mean the holders or registered
owners of the Bonds.
"City" shall mean the City of Boynton Beach, Florida,
a municipal corporation organized and existing under the
laws 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
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.
"ConstruCtion Fund" shall mean the Boynton Beach
Recreational Facilities Construction Fund, a special fund
created and designated by Section 401 of this Resolution.
"Consulting Architects" shall mean the architect
or architectural firm or corporation at the time employed
by the City under the provisions of Section 703 of this
Resolution to perform and carry out the duties imposed
on the Consulting Architects by this Resolution.
"Cost", as applied to the Project, shall embrace the
cost of acquisition and construction and all obligations and
expenses and all items of cost which are set forth in
Section 404 of this Resolution.
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"Daily Newspaper" shall mean a newspaper published
in the English. language on at least five (5) business
days in each calendar week.
"Depositary" shall mean any bank or trust company
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.
"Fiscal Agent" shall mean a bank or trust company
either within or without the State of Florida, designated
as such by the City Commission, which shall perform such
functions as Fiscal Agent as are required by this Resolu-
tion. The FiScal Agent shall be the Bond Registrar and a
Paying Agent.
"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 Fund" shall mean the Boynton Beach Recrea-
tional Facilities General Fund, a special fund created and
designated by Section 503 of this Resolution.
"Government Obligations" shall mean direct obliga-
tions of, or obligations the principal of and the interest
on which are guaranteed by, the United States of America.
"Gross Revenues" shall include all income or earnings
derived from operation of the golf course, including but
without limitation, green fees, cart rentals, membership
dues, concession leases, rentals and franchise income, mis-
cellaneous income and investment income earned on the
several funds and accounts created by this Resolution.
"Mayor" shall mean the Mayor of the City or the
officer succeeding to his principal functions.
"Net Revenues" for any particular period shall mean
the amount of the excess of the Gross Revenues for such
period over the Operation and Maintenance Expenses for such
period.
"Operation and Maintenance Expenses" shall mean the
City's reasonable and necessary current expenses of main-
tenance, repair and operation of the Project and shall in-
clUde, without limiting the generality of the foregoing,
all ordinary and usual expenses of maintenance and repair,
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which may include expenses not annually recurring, all City
administrative expenses, and any reasonable charges for pen-
sion or retirement funds properly chargeable to the Project,
insurance premiums, engineering expenses relating to
maintenance, repair and operation, fees and expenses of
Paying Agents, legal expenses, any taxes which may be law-
fully imposed on the Project or its income or operations
and reserves for such taxes, management fees, and any other
expenses required to be paid by the City under the provis-
ions of this Resolution or by law with respect to the
Project all in accordance with the accrual method of ac-
counting but shall not inclUde any reserves for extraordi-
nary maintenance or repair, or any allowance for deprecia-
tion, any amortization charges, or any deposits or transfers
to the credit of the Sinking Fund.
"Outstanding" shall mean, when used with respect
to the Bonds, all Bonds theretofore delivered except:
(a) Bonds paid or redeemed or delivered to or
acquired by the City Council for cancellation; and
(b) Bonds deemed to have been paid in accord-
ance with Section 306 or Section 1101 of this Res-
olution.
"Paying Agents" shall mean the banks or trust companies
at which the principal of the Bonds (unless registered) and
the interest thereon shall be payable.
"Permitted Investments" shall mean any of the following
which at the time are legal investments under the laws of
t'he State of Florida for moneys held hereunder and then pro-
posed to be invested therein:
(1) Government Obligations;
(2) obligations, debentures, notes or other
evidence of indebtedness issued or guaranteed by
any of the following: Banks for Cooperatives, Fed-
eral 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 Assoc iat ion;
(3) all other obligations issued or uncondi-
tionally guaranteed as to the timely payment of
principal and interes~ by an agency or person con-
trolled or supervised by and acting as an instru-
mentality of the United States Government pursuant
to authority granted by Congress;
I-4
(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 cap-
ital 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 (I)
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 fi-
nancial institutions fully secured by investments
described in clause (1) continuously having a market
value at least equal to the amount so invested.
"PrinCipal and Interest Account" shall mean the
Principal and Interest Account, a special account created
and designated by Section 504 of this Resolution.
"Principal and Interest Requirements" shall mean the
respective amounts which are required in each Fiscal Year
to provide
(a) for paying the interest on all such Bonds
then outstanding which is payable on May 1 in
such Fiscal Year, and on November 1 in the next
ensuing Fiscal Year, and
(b) for paying the principal of all Serial
Bonds then outstanding which is payable on November
1 in the next ensuing Fiscal Year, and
(c) the Amortization Requirements, if any, for
all Term Bonds then outstanding for such Fiscal Year.
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"Project" shall mean the twenty-seven hole golf course
together with such structures, equipment and appurtenances
necessary or desirable in connection with the operation
of such facilities, all as described in plans and specifica-
tions, as the same may be amended from time to time, on file
in the office of the City Manager.
"Project Consultant" shall mean the consultant employed
by the City under the terms of Section 704 of this Resolution
to perform and carry out the duties imposed on the Project
Consultant by this Resolution.
"Redemption Account" shall mean the Redemption Account,
a special account created and designated by Section 504 of
this Resolution.
"Renewal and Replacement Fund" shall mean the Renewal
and Replacement Fund, a special Fund created and designated
by Section 504 of this Resolution.
"Reserve Account" shall mean the Reserve Account, a
special account created and designated by Section 504 of
this Resolution.
"Reserve Account Requirement" shall mean the maximum
Principal and Interest Requirements on account of the Bonds
issued under the provisions of Article II of this ReSolution
in the current or any subsequent FisCal Year.
"Reserve Account Deposit Requirement" shall mean
in each of the twelve successive months beginning with the
month following any month in which any amount shall have
been withdrawn from the Reserve AcCount an amount equal to
one-twelfth (1/12) of the deficiency created by such with-
drawal until such deficiency is made up.
"Resolution" shall mean this Resolution as the same may
be amended or supplemented from time to time in accordance
with Article X hereof.
"Revenue Fund" shall mean the Boynton Beach Recrea-
tional Facilities Revenue Fund, a special fund created and
designated by Section 503 of this Resolution.
"Serial Bonds" shall mean the Bonds which shall be
stated to mature in annual installments and "Term Bonds"
shall mean the Bonds so designated in a resolution of the
City Council adopted prior to the issuance of such Bonds.
I-6
"Sinking Fund" shall mean the Boynton Beach Revenue
Bonds Interest and Sinking Fund, a special fund created and
designated by Section 504 of this Resolution.
Section 102. Miscellaneous Definitions. Words of
the masculine gender shall be deemed' and construed to
include correlative words of the feminine and neuter gen-
ders. Unless the context shall otherwise indicate, the
words "Bond", "coupon", "owner", "holder" and "person" shall
include the plural as well as the singular number, the word
"person" shall mean any individual, corporation, partnership,
joint venture, association, joint-stock company, trust, un-
incorporated organization or government or any agency or
political subdivision thereof, and the word "holder" or
"bondholder" when used herein with respect to Bonds issued
hereunder shall mean the holder or registered owner, as the
case may be, of Bonds at the time issued and outstanding
hereunder.
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ARTICLE !I.
Form, Execution, Delivery
and
Section 201. Is
of providing funds, 't
funds, for paying the
the Project, Bonds ma
Resolution subject tc
Section 206 of this A
under and secured by
tions hereinafter pro
for the purpose of co
and the interest on a
from the special fund
"Boynton Beach Recrea
and Sinking Fund", an
provisions of this Re
security of all and s
of the Bonds and inte
without preference, p
otherwise, except as
one Bond over any oth
issue, sale or negoti
Section 202. De
the provisions of
the denomination of F
numbered consecutivel
principal only. Said
date until their paym
the maximum rate then
the respective maturi
annually on the 1st d
shall be dated, shall
such year or years, a
to their respective m
The Bonds issued unde
be designated "Recrea
Both the princip~
shall be payable in al
States of America whi~
ment thereof, is lega
and private debts. TI
Registration of Bonds.
suance of Bonds. For the purpose
ogether with any other available
cost of acquiring and constructing
y be issued under and secured by this
the conditions hereinafter provided in
rticle. Bonds may also be issued
this Resolution, subject to the condi-
vided in Section 207 of this Article,
mpleting the Project. The principal of
11 such Bonds shall be payable solely
hereinafter created and designated
tionat Facilities Revenue Bonds Interest
d all of the covenants, agreements and
solution shall be for the benefit and
ingular the present and future holders
· est coupons so issued or to be issued,
'iority or distinction as to lien or
~therwise hereinafter provided, of any
er Bond by reason of priority in the
ation thereof, or otherwise.
of Bonds. The Bonds issued under
shall be coupon bonds in
ire Thousand Dollars ($5,000) each,
~ from 1 upwards registrable as to
BondS shall bear interest from their
~nt at a rate or rates not exceeding
permitted by law, such interest to
ties of the Bonds being payable semi-
~ys of May and November in each year,
be stated to mature on November 1 in
~d shall be subject to redemption prior
~turities, all as hereinafter provided.
the provisions of this Article shall
ional Facilities Bonds, Series 1982."
1 of and the interest on the Bonds
Ly coin or currency of the United
~h, at the respective dates of pay-
[ tender for the payment of public
~e principal of the Bonds, unless
II-1
registered shall be payable at the office of a bank or banks
or trust company or trust companies in such locations as
shall be hereafter designated as Paying Agents by the City
Council by resolution. Payment of the interest on the
Bonds to the maturity thereof shall be made only upon
presentation and surrender of the coupons, if any, repre-
senting such interest as the same respectively fall due.
The principal of any Bond registered as to principal shall
be payable upon the presentation and surrender thereof as
the same falls due at the principal office of the Bond
Registrar.
Section 203° Execution and Form of Bonds. The
Bonds shall be signed by the Mayor and shall be attested and
countersigned by the City Clerk, either manually or with a
facsimile signature, and a facsimile of the official seal of
the City shall be imprinted on the Bonds; provided, however,
that each Bond, if required by law, shall be manually signed
by at least one of said officers. The interest coupons to be
attached to the Bonds shall be executed with the facsimile
signature of the Mayor. In case any officer whose signature
or a facsimile of whose signature shall appear on any Bonds
or coupons shall cease to be such officer before the delivery
of such Bonds, such signature or such facsimile shall never-
theless 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 execute such Bond although
at the date of such Bond such persons may not have been such
officers. The Bonds issued under the provisions of Section
207 of this Article and the interest coupons to be attached
thereto, the statement of validation and the provisions for
registration and reconversion and the legends and approvals
to be endorsed on the Bonds, shall be, respectively, substan-
tially in the following forms, with such appropriate variations,
omissions and insertions as may be required or permitted by
this Resolution:
II-2
NO.
United States of America
State of Florida
County of Palm Beach
City of Boynton Beach
$5,000
Recreational Facilities Revenue Bond
Series 1982
The City of Boynton Beach (herein called the "City"), a
municipal-corporation organized and existing under the
laws of the State of Florida, for value received, hereby
promises to pay, solely from the special fund provided
therefor as hereinafter set forth, to the bearer or, if
this Bond be registered, to the registered owner hereof, on
the 1st day of November, 19 (or earlier as hereinafter
referred to) the principal sum of
FIVE THOUSAND DOLLARS
and to pay, solely from said special fund, interest there-
on from the date hereof at the rate of per centum
( %) per annum until payment of such principal sum,
such interest to the maturity hereof being payable semi-
annually on the 1st days of May and November in each
year. Both the principal of and the interest on this
Bond are payable in any coin or currency of ~the United
States of America which, on the respective dates of pay-
ment thereof, is legal tender for the payment of public
and private debts. The principal of this Bond, unless
registered, and the interest hereon, are payable
at , in the City
of , , or at the option of the
holder at , in
. Payment of the
interest on this Bond to the maturity hereof will be made
only upon presentation and surrender of the coupons, if
any, representing such interest as the same respectively
fall due. The principal of this Bond if registered as to
principal is payable'upon the presentation and surrender
hereof as the same becomes due at the principal office of
the Bond Registrar.
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
fund provided therefor from revenues of the Project
II-3
(hereinafter defined). The issuance of this Bond shall not
directly or indirectly or contingently obligate the City to
levy or to pledge any form of taxation whatever therefor,
and the holder of this Bond shall have no recourse to the
power of taxation.
This Bond is one of a duly authorized series of Recrea-
tional Facilities Revenue Bonds of the City known as "Recrea-
tional Facilities Revenue Bonds, Series 1982", consisting of
Bonds maturing in annual installments on November 1 in the
years 19 to ~, inclusive ("Serial Bonds"), and of Bonds
maturing on the 1st day of November, ("Term Bonds"), all
of like date and issued for the purpose o--f providing funds,
together with any other available funds, for paying the cost
of acquiring and constructing a twenty-seven hole golf course
and appurtenant facilities in the City of Boynton Beach (the
"Project"). All of the Bonds of this series are issued under
and pursuant to a resolution (herein called the "Resolution")
duly adopted by the City Council on , 1982,
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 fund
charged with and pledged to the payment of the principal of
and the 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 holders of the
Bonds, and, by the acceptance of this Bond, the holder here-
of 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.
The Resolution provides for the fixing and charging
by the City of rates and charges for the services of
the Project sufficient to provide funds (a) to pay the cost
of maintaining, repairing and operating the Project, (b) to
pay the principal of and the interest on the Bonds, and (c)
to create and maintain reserves for such purposes. The
Resolution also provides for the deposit of a sufficient
amount of such revenues to the credit of a special fund,
which fund is pledged to the extent set forth in the Reso-
lution to the payment of the principal of and the interest
on all Bonds issued under the Resolution.
II-4
The Bonds at the time outstanding which mature after
November 1, 19 may be redeemed prior to their respective
maturities, at the option of the City from any moneys that
may be made available for such purpose, either in whole on
any date not earlier than November 1, 19.., or in part on
any interest payment date not earlier than November, 19 . ,
at the following redemption prices (expressed as percentages
of the principal amount being redeemed) plus accrued interest
to the redemption date:
(here insert the times and prices)
If less than all of the Bonds of any one maturity shall
be called for redemption, the particular Bonds to be redeemed
shall be selected by lot as provided in the Resolution.
Any such redemption, either in whole or in part, may
be made upon at least thirty (30) days' prior notice by
publication and otherwise as provided in the Resolution,
and shall be made in the manner and under the terms
and conditions provided in the Resolution. On the date
designat~ed for redemption, notice having been published and
filed and moneys for payment of the redemption price being
held by the Fiscal Agent under the Resolution, all as provided
in the Resolution, the BOnds so called for redemption shall
become and be due and payable at the redemption price
provided for redemption of such Bonds on such date, interest
on such Bonds so called for redemption shall cease to
accrue, coupons maturing after such date shall be void, such
Bonds shall cease to be entitled to any lien, benefit or
security under the Resolution, and the holders or registered
owners of such Bonds shall have no rights in respect thereof
except to receive payment of the redemption price thereof.
The holder of this Bond shall have no right to enforce
the provisions of the Resolution, or to institute action to
enforce the covenants therein, or to take any action with
respect to any event of default under the-Resolution, or to
institute, appear in or defend any suit or other proceeding
with respect thereto, except as provided in the Resolution.
Modifications or alterations of the Resolution or
of any resolution supplemental thereto may be made only to
the extent and in the circumstances permitted by the
Resolution.
II-5
In certain events, on the conditions, in the manner
and with the effect set forth in the Resolution, the
principal of all the 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.
This Bond may be registered as to principal only.
Subject to the provisions for registration endorsed
hereon and contained in the Resolution, nothing contained
in this Bond or in the Resolution shall affect or impair
the negotiability of this Bond, and this Bond shall have,
as between successive holders, all the qualities and
incidents of a negotiable instrument under the laws of
the State of Florida.
Ail acts, conditions and things required by the
Constitution and laws of the State of Florida and the
ordinances and resolutions of the City 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.
IN WITNESS WHEREOF, the City of Boynton Beach has
caused this Bond to be signed by its Mayor and to be at-
tested and countersigned by its City Clerk, either manually
or with a facsimile signature, and a facsimile of its
official seal to be imprinted hereon, and the interest
coupons attached hereto to be executed with the facsimile
signature of said Mayor, all as of the 1st day of
, 19 .
CITY OF BOYNTON BEACH, FLORIDA
' Mayor
(Seal)
Attested and Countersigned:
City Clerk '
II-6
The form, language and
execution of the foregoing
Bond and attached coupons
have been approved by me
City Attorney of the City of
Boynton Beach, Florida
The substance of the foregoing
Bond and attached coupons
have been approved by me
City Manager of t'he City of
Boynton Beach, Florida
STATEMENT OF VALIDATION
This Bond is one of a series of bonds which were
validated by judgment of the Circuit Court for Palm Beach
County, rendered on , 19 .
II-7
STATEMENT OF COMPLIANCE WITH
SECTION 218.385, FLORIDA STATUTES
This is one of the Bonds of a series which has been
issued by the City in compliance with the provisions of
Section 218.385, Flordia Statutes.
By: (facsimile.signature)
'Mayor of the citY Of
Boynton Beach, Flordia
PROVISIONS FOR REGISTRATION
AND RECONVERSION
This Bond may be registered as to principal only on
books of the City kept by the Bond Registrar, upon presen-
tation hereof to the Bond Registrar which shall make nota-
tion of such registration in the registration blank below,
and thereafter the transfer of this Bond may be registered
only upon 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, sUch regis-
tration of transfer to be made on such books and endorsed
hereon by the BOnd Registrar. Such registration of transfer
may be to bearer and thereby transferability by delivery
shall be restored, but this Bond shall again be subject to
successive registrations and registrations of transfer as
before. The principal of this Bond, if registered, unless
registered to bearer, shall be payable only to or upon the
order of the registered owner or his legal representative.
Notwithstanding the registration of this Bond as to principal
only, the coupons shall remain payable to bearer and shall
continue to be transferable by delivery.
Name of Signature
Date of Registered Manner of of Bond
. Owner Registration
II-8
(Form of Coupons)
No. $
On 1, 19 , the City of Boynton Beach,
Florida, will pay to bearer, unless the Bond mentioned below
shall previously have become payable as provided in the
Resolution referred to in said Bond and provision for payment
thereof shall have been duly made at
, in the City of , , or at
the option of the bearer, at the principal office of
, in
, upon the presentation and surrender hereof,
the amount shown hereon in any coin or currency of the
United States of America which at the time of payment is
legal tender for the payment of public and private debts,
solely from the special fund referred to in, and for the
semi-annual interest then due upon, its Recreational Facili-
ties Revenue Bond, Series 1982, dated 1, 19 .... ,
No. .
Mayor .........
section 204. Negotiability, Registration and Regis-
tration of Transfer~6f Bonds. ' ~itle t°. any'Bond,'"unt~ss
such Bond is reg~ist~red in the manner hereinafter provided,
and to any interest coupon shall pass by delivery in the
same manner as a negotiable instrument payable to bearer.
The City shall cause books for the registration and for
the registration of transfer of the Bonds as provided
in this Resolution to be kept by the Bond Registrar. At
the option of the bearer, any Bond (but not any temporary
Bond unless the City CoUncil shall so provide) may be
registered as to principal alone on such books upon presen-
tation thereof to the Bond Registrar which shall make
notation of such registration thereon. The transfer of any
Bond registered as to principal alone may thereafter be
registered only upon 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,
such registration of transfer to be made on such books and
endorsed on the Bond by the Bond Registrar. Such reg-
istration of transfer may be to bearer and thereby transfer-
ability by delivery shall be restored, subject, however, to
successive registrations and registrations of transfer
as before. The principal of any Bond registered as to
principal alone, unless registered to bearer, shall be
payable only to or upon the order of the registered owner
ii-9
or his legal representative, but the coupons appertaining to
any Bond registered as to principal alone shall remain
payable to bearer notwithstanding such registration. No
charge shall be made to any Bondholder for the privilege of
registration and registrations of transfer hereinabove
granted, but any Bondholder requesting any such registration
or registration of transfer shall pay any tax or other
governmental charge required to be paid with respect there-
to.
Section 205. Ownership of Bonds. As to any Bond
registered as to prinCipal ~nl'y ~'he person in whose name
the same shall be registered shall be deemed and regarded as
the absolute owner thereof for all purposes, and payment of
or on account of the principal of any such Bond shall be
made only to or upon the order of the registered owner
thereof or his legal representative, but such registration
may be changed as herein provided. All such payments shall
be valid and effectual to satisfy and discharge the liabili-
ty upon such Bond to the extent of the sum or sums so paid.
The City, the Bond Registrar and the Paying Agents may
deem and treat the bearer of any Bond which shall not at
the time be registered as to principal and the bearer of any
coupon appertaining to any Bond whether such Bond shall be
registered as to principal or not, as the absolute owner
of such Bond or coupon, as the case may be, whether such
Bond or coupon shall be overdue or not, for the purpose
of receiving payment thereof and for all other purposes
Whatsoever, and the City, the Bond Registrar and, the
Paying Agents shall not be affected by any notice to the
contrary.
Section 206. Issuance of Bonds. Bonds of the City in
an aggregate princiPal amoun% not exceeding $4,000,000
may be issued 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
acquiring and constructing the Project.
Before the Bonds shall be issued under the provisions
of this Section the City Council shall adopt a resol'ution
authorizing the issuance of such Bonds, fixing the amount
and the details thereof, and providing for the capitaliza-
tion, if any, of interest on the Bonds. The Bonds issued
under the provisions of this Section shall be dated, shall
be stated to mature (subject to the right of prior redemp-
tion as hereinafter set forth) on the 1st day of November, in
such year or years not more than forty years after the date
II-10
of the Bonds, shall have such Paying Agents, and any Term
Bonds shall have such Amortization Requirements and may 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 resolution authorizing the issuance of such
Bonds. 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 resolution
authorizing the issuance of such Bonds, and shall be deposited
with the Fiscal Agent for deliVery, but before such Bonds shall
be delivered by the Fiscal Agent, there shall be filed with
the Fiscal Agent the following:
(a) a copy, certified by the City Clerk, of this
Resolution and the resolutions mentioned above;
(b) a copy, certified by the City Clerk, of the
resolution adopted by the City Council awarding such
Bonds, specifying the interest rate of each of such
Bonds and directin~ the delivery of such Bonds to or
upon the order of the purchasers therein named upon
payment of the purchase price therein set forth; and
(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.
When the documents mentioned above in this Section
shall have been filed with the Fiscal Agent 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 Fiscal Agent 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. The Fiscal Agent shall be entitled to rely
upon such resolution as to all matters stated therein.
Simultaneously with the delivery of the Bonds the Fiscal
Agent shall apply the proceeds of the Bonds as follows:
(a) any accrued interest shall be deposited
in the Principal and Interest Account,
(b) the amount determined to be capitalized for
the payment of interest pursuant to the resolution
i!-1 1
mentioned in the second paragraph of this Section shall
be deposited in the Principal and Interest Account,
(c) an amount equal to the Reserve Account
Requirement shall be deposited in the Reserve Account,
and
(d) the balance of such proceeds shall be
deposited in the Construction Fund.
Section 207. Completion Bonds. In addition to the
Bonds issued under the provisions of Section 206, if and
to the extent necessary (as shown by the documents mentioned
in clauses (a) and (c) of this Section) to provide addi-
tional funds for completing payment of the cost of the
Project, Bonds of the City may be issued under and secured
by this Resolution, at one time or from time to time, for
such purpose.
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 issued under the
provisions of this Section shall be stated to mature on
November 1 in such year or years not more than forty years
after the date of the Bonds. The Bonds may be made redeem-
able at such times and prices (subject to the provisions of
Article III of this Resolution) and any Term Bonds shall have
such Amortization Requirements all as may be prOvided by
resolution adopted by the City Council prior to the issuance
of such Bonds. Such completion Bonds shall be executed
substantially in the form and manner hereinabove set forth,
with such changes as may be necessary or appropriate to
conform to the provisions of the resolution authorizing the
issuance of such Bonds, shall be deemed to be of the same
Series as the Bonds issued under Section 206 of this Article,
and shall be deposited with the Fiscal Agent for delivery,
but prior to or simultaneously with the delivery of such
Bonds by the Fiscal Agent there shall be filed with the
Fiscal Agent the following:
(a) copies, certified by the City Clerk, of
the resolution authorizing the issuance of such Bonds
and of the resolution of the City Commission fixing
II-12
the times and prices at which such Bonds are to be
redeemable and fixing the Amortization Requirements
for any Term Bonds;
(b) a copy, certified by the City Clerk, of
the resolution of the City Council awarding such
Bonds, specifying 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) a statement, signed by the Consulting
Architects, certifying that, according to their
estimate of the total amount required for paying
the balance of the cost of the Project, the pro-
ceeds of such Bonds will be required and will be
sufficient for paying such balance; and
(d) 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 in clauses (a) to (d),
inclusive, of this Section shall have been filed with the
Fiscal Agent 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 Fiscal
Agent 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. The Fiscal Agent shall
be entitled to rely upon such resolution as to all matters
stated therein.
Simultaneously with the delivery of any completion
Bonds, the Fiscal Agent shall apply the proceeds of the
Bonds as follows:
(a) any accrued interest shall be deposited
in the Principal and Interest Account;
(b) an amount equal to the amount required to
make the amount on deposit in the Reserve Account
equal to the Reserve Account Requirement following
the issuance of the completion BOnds shall be deposited
in the Reserve Account; and
II-13
(c) the balance of such proceeds shall be
deposited in the Construction Fund.
Section 208. Temporary Bonds. Until the defini-
tive Bonds are ready for delivery, there may be executed~
and the Fiscal Agent may deliver, in lieu of definitive
Bonds and subject to the same limitations and conditions
except as to identifying numbers, temporary printed, en-
graved, lithographed or typewritten Bonds in the denomina-
tion of Five Thousand Dollars ($5,000) or any multiple
thereof, substantially of the tenor hereinabove set forth,
with or without coupons, and with or without the privilege
of registration as to principal as the City Commission may
provide, and with appropriate omissions, insertions and
variations as may be required. The City shall cause the
definitive Bonds to be prepared and to be executed, endorsed
and delivered to the Fiscal Agent, and the Fiscal Agent,
upon presentation to him of any temporary Bond accompanied
by all unmatured coupons, if any, shall cancel the same or
cause the same to be cancelled and authenticate and deliver,
in exchange therefor, at the place designated by the holder,
without expense to the holder, a definitive Bond or Bonds in
the same aggregate principal amount, maturing on the same
date and bearing interest at the same rate as the temporary
Bond surrendered. Upon any such exchange, all coupons
appertaining to the definitive Bonds and representing
interest theretofore paid shall be detached and cancelled by
the Fiscal Agent. Until so exchanged, the temporary Bonds
shall in all respects, including the privilege of registra-
tion if so provided, be entitled to the same benefit of this
Resolution as the definitive Bonds to be issued and authenti-
cated hereunder, and interest on such temporary Bonds, when
payable, if the definitive Bonds with interest coupons shall
not be ready for exchange, shall be paid on presentation of
such temporary Bonds and notation of such payment shall be
endorsed thereon, or such interest shall be paid upon the
surrender of the appropriate coupons if coupons representing
such interest shall be attached to such temporary Bonds.
Section 209. Mutilated, Destroyed or Lost Bonds.
In case any Bonds secured hereby shall become 'mutilated
or be destroyed or lost, the City may cause to be exe-
cuted, and the Fiscal Agent may deliver, a new Bond
II-14
of like date, number and tenor in exchange and substi-
tution for and upon the cancellation of such mutilated
Bond and its interest coupons, if any, or in lieu of and
in substitution for such Bond and its coupons, if any,
destroyed or lost, upon the holder's paying the reason-
able expenses and charges of the City in connection there-
with and, in the case of a Bond destroyed or lost, his
filing with the Fiscal Agent evidence satisfactory to him
that. such Bond and coupons, if any, were destroyed or lost,
and of his ownership thereof, and furnishing the City with
indemnity satisfactory to it.
II-15
ARTICLE III.
Redemption of Bonds.
SeCtion 301. Redemt~.tion Generally. The Bonds
issued under the proviSi~'ns 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 resolution
prior to the issuance of such Bonds; provided, however, that
any redemption in part may be made only on an interest
payment date and in the inverse order of maturities.
Any redemption of less than all of the Bonds is-
sued under the provisions of this Resolution and then
outstanding shall be a redemption subject to the provisions
of Section 507 of this Resolution.
If less than all of the BOnds of any one maturity
shall be called for redemption, the particular Bonds to be
redeemed shall be selected by lot by the Fiscal Agent in
such manner as the Fiscal Agent in its discretion may
determine.
Section 302. Redemption Notice. At least thirty
(30) days before the redemption ~ate, a notice of any
such redemption, either in whole or in part., signed
by the Fiscal Agent, (a) shall 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, (b) shall be filed with the
Paying Agents and the Fiscal Agent, and (c) shall be mailed,
postage prepaid, to all registered owners of Bonds to be
redeemed at their addresses as they appear on the regis-
tration books hereinabove provided for, but failure so to
mail any such notice shall not affect the validity of the
proceedings for such redemption. Each such notice shall
set forth the date fiXed for redemption, the redemption
price to be paid and, if less than all of the Bonds then
outstanding shall be called for redemption, the numbers of
such Bonds.
III-1
Section 303. Effect of Calling for Redemption.
On the date so designated for redemption, notice having
been published and filed in the manner and under the
conditions hereinabove provided, the Bonds so called
for redemptiOn shall become and be due and payable at
the redemption price provided for redemption of such
Bonds on such date, and, moneys for payment of the re-
demption price being held in separate accounts by the
Fiscal Agent in trust for the holders of the Bonds to be
redeemed, all as provided in this Resolution, interest on
the Bonds so called for redemption shall cease to accrue,
the coupons for interest thereon payable subsequent to the
redemption date shall be void, such Bonds shall cease to be
entitled to any lien, benefit or security under this
Ordinance, and the holders or registered owners of such
Bonds shall have no rights in respect thereof except to
receive payment of the redemption price thereof.
unpaid in-
so called for
redemption and which shall have become payable on or
prior to the date of redemption designated in such
notice shall continue to be payable to the bearers
severally and respectively upon the presentation and
surrender of such coupons.
Section 305. Cancellation. Bonds so called for
redemption and all unmatured c6upons appertaining there-
to shall be cancelled upon the surrender thereof.
Section 306. Bonds C~lled for Redemption or
Pa, Provided Therefor ~0t oUt
Bonds which
~ the provi-
sions of this Article, or with respect to which either
irrevocable instructions to call for redemption or to
pay at their 'respective maturities and mandatory redemp-
tion dates or any combination of such redemption and
payment have been given by the City to an appropriate
fiduciary institution acting as escrow agent, in form
satisfactory to him and for the payment of the redemp-
tion price and maturing principal amounts of which and
the interest to accrue thereon to the date fixed for
redemption or the dates of their respective maturities
and mandatory redemption dates sufficient moneys, or
Government Obligations in such amounts, bearing interest
III-2
at such rates and maturing (without option of prior
payment) at such dates that the proceeds thereof and
the interest thereon will provide sufficient moneys,
shall be held in separate accounts by such escrow agent
or by the Paying Agents in trust solely for the holders
of the Bonds to be redeemed ~nd paid, all as provided
in this Resolution, shall not be deemed to be outstand-
ing under the provisions of this Resolution and shall
cease to be entitled to any benefit or security under
this Resolution other than to receive payment from
such moneys.
III-3
ARTICLE IV.
Construct ion Fund.
Section 401. Construction Fund. A special fund
is hereby created and design'ated "Boynton Beach Recreational
Facilities Construction Fund" (herein sometimes called the
"Construction Fund") which shall be held by the Fiscal Agent
and to the credit of which there shall be deposited the
amounts specified in the last paragraph of Section 206 and
Section 207 of this Resolution.
The moneys in the Construction Fund shall be held by
the Fiscal Agent in trust and applied to the payment of the
Cost of the Project and, pending such application, shall be
subject to a lien and charge in favor of the holders of the
Bonds issued and outstanding under this Resolution and for
the further security of such holders until paid out as
herein provided.
Section 402. RevOlving Fund. The City may withdraw
from the Construction Fund 6Po'n its requisitions therefor,
signed by the City Manager, or by such officer or employee
of the City as he shall designate to sign in his behalf,
and filed with the Fiscal Agent, at one time or from time to
time, a sum or sums aggregating not more than Fifty ThoUsand
Dollars ($50,000) exclusive of reimbursements as hereinafter
in this Section authorized, such sums and such reimburse-
ments to be used by the City as a reVolving fund for the
payment of items of Cost referred to in Section 403 of this
Article which cannot conveniently be paid as herein other-
wise provided. The revolving fund shall be reimbursed from
time to time for such items of Cost so paid by payments from
the Construction Fund upon requisitions of the City, similarly
signed and filed, specifying the payee and the amount and
purpose of each payment from the revolving fund for ~which
such reimbursement is requested, accompanied by a certificate,
similarly signed, certifying that each such item so paid was
a necessary item of Cost and that such item could not
conveniently be paid except from such revolving fund, ~nd
also accompanied by the written approval of such certificate
by the Consulting Architects.
IV-1
Section 403. p.~yments, from construction Fund. Pay-
ments from the ConstructiOn Fund, except transfers and
payments under the provisions of Section 402 of this Article,
shall be made in accordance with the provisions of this Sec-
tion. Before any Such payments shall be made the City shall
file with the Fiscal Agent:
(a) a requisition, signed by the City Manager
or by such officer of the City as he shall designate
to sign in his behalf, stating in respect of each
such payment:
(1) the item number of the payment,
(2) the name of the person, firm or corpora-
tion to whom payment is due,
(3) the amount to be paid, and
(4) the purpose by general classification
for which the obligation to be paid was incurred;
(b) a certificate, signed by the City Manager or
the officer designated by him for such purpose and
attached to the requisition, certifying:
(1) that obligations in the stated amounts
hawe been incurred by the City and that each item
thereof is a proper charge against the Construc-
tion Fund and has not been paid,
(2) that there has not been filed with or
served upon the City notice of any lien, right to
lien, or attachment upon, or claim affecting the
right to receive payment of, any of the moneys pay-
able to any of the persons, firms or corporations
named in such requisition, which has not been re-
leased or will not be released simultaneously
with the payment of such obligation,
(3) that such requisition contains no item
representing payment on account of any retained
percentages which the City is at the date of such
certificate entitled to retain; and
(c) a certificate, attached to such requisition
and signed by the Consulting Architects, certifying
their approval thereof,
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Upon receipt of each such requisition and accompanying
certificates the Fiscal Agent shall withdraw from the Con-
struction Fund and deposit with the commercial department
of the Fiscal Agent for the credit of a special account in
the name of the City, an amount equal to the total of the
amounts to be paid as set forth in such requisition, the
amount so deposited to be used Solely for the payment of
the obligations set forth in such requisition. In making
such withdrawals and deposits the Fiscal Agent may rely
upon such requisitions and accompanying certificates. Each
such obligation shall be paid by check drawn on such special
account and signed by a properly authorized officer of the
City and having the same identifying number as the number
stated in the requisition for such obligation. Moneys
deposited to the credit of such special account shall
be deemed to be a part of the Construction Fund until paid
out as above provided. If for any reason the City should
decide prior to the payment of any item in a requisition
not to pay such item, the City shall give notice of such
decision to the Fiscal Agent, and thereupon the City shall
pay the amount of such item by check drawn on such special
account to the Fiscal Agent for the credit of the Construc-
tion.Fund.
Section 404. Cost of Project. For the purposes of this
Article, the Cost of ~he Project 'Shall include~ without
intending thereby to limit or to restrict or to extend any
proper definition of such Cost under the provisions of this
Resolution, the following:
(a) obligations incurred for labor and ma-
terials and to contractors, builders and material-
men in connection with the construction of enlarge-
ments, improvements and extensions, for machinery
and equipment, and for the restoration of property
damaged or destroyed in connection with such con-
struction and for the relocation of utility lines
occasioned by construction and for the demolition
and disposal of structures necessary or desirable
in connection with such construction;
(b) interest accruing upon the Bonds prior
to the commencement of and during construction
or for any additional period as may be authorized
by law if so provided, and subject to any limita-
tion, in the resolution providing for, or author-
izing, the issuance of such Bonds;
IV-3
(C) the cost of acquiring by purchase and
the amount of any award or final judgment in any
proceeding to acquire by condemnation, sUch land,
structures and impro%~ements, property rights,
rights-of-way, franchises, easements, and other
interests in lands necessary or convenient in con-
nection with such construction or with the operation
of the Project, and the amount of any damages
incident thereto;
(d) expenses of administration properly charge-
able to such construction or acquisition, legal,
architectural and engineering expenses and fees, cost
of audits and of preparing and issuing the Bonds, fees
and expenses of consultants, financing charges, fees
and expenses of the Fiscal Agent for their services
under this Article, Bond insurance premiums, taxes or
other governmental charges lawfully assessed during
construction, premiums on insurance in connection
with construction, the cost of funding the Reserve
Account and all other items of expense not elsewhere in
this Section specified, incident to the financing,
construction or acquisition of the Project and the
placing of the same in operation; and
(e) any Cost incurred by the City for any of the
foregoing purposes, within five years prior to the
date of delivery of the Bonds, in connection with the
acquisition and construction of the Project and paid
for by the City out of funds other than moneys in the
Construction Fund.
Section 405. Title to . The
City further covenants the ect constructed
on or under land which is owned or can be acquir.ed by the
City in fee simple or over or under which the City shall
have acquired or can acquire either by long term lease or by
perpetual easements for the purposes of the Project, free
from all liens, encumbrances and defects of title which have
a materially adverse effect upon the City's right to
use sUch lands or properties for the purposes intended
or which have been adequately guarded against by a bond
or other form of indemnity, or lands, including publiC
streets and highways, the right to use and occupy which
for such purposes shall be vested in the City by law or
by valid rights of way, easements, franchises or licenses.
IV-4
Section 406. Audits. The City covenants that, at
least once in each twelve (12) months until the acquisition
and construction of the Project shall have been completed, it
will cause an audit to be made by the Accountant covering
all receipts and moneys then on deposit with or in the name
of the Fisca! Agent or the City and the security held
therefor, and all disbursements made pursuant to the pro-
visions of this Article. Reports of each audit shall be
filed with the Fiscal Agent and the Consulting Architects.
Copies of such audit reports shall be filed with the City
Clerk.
Section 407. Disposition of Construction Fund
Balance. When the con~t~uc~i6n 'Of the Pr6ject Shall have
been completed, which fact shall be evidenced to the Fiscal
Agent by a certificate stating the date of such completion,
signed by the Consulting Architects, the balance in the
Construction Fund, if any, not reserved by the City for the
payment of any remaining part of the Cost of the Project
shall be transferred by the Fiscal Agent to the credit of
the following Accounts or Funds in the following order:
(a) to the Principal and Interest Account to
make up the amount of any deficiency existing in
said Account at the time of the completion of the
Project, which time shall be determined by reference to
the date on the certificate of completion provided to
the Fiscal Agent as required in this Section;
(b) to the Redemption Account, to make up the
amount of any deficiency existing in said Account
at the time of the completion of the Project, which
time shall be determined by reference to the date on
the certificate of completion provided to the Fiscal
Agent as required in this Section;
(c) to the Reserve Account, to make up the
amount of any deficiency existing in said Account at
the time of the completion of the Project, which time
shall be determined by reference to the date on the
certificate of completion provided to the Fiscal Agent
as required in this Section;
(d) to the Renewal and Replacement Fund, to
make up the amount of any deficiency existing in said
Account at the time of the completion of the Project,
which time shall be determined by reference to the date
on the certificate of completion provided to the Fiscal
Agent as required in this Section; and
IV-5
(e) to the General Fund, to pay all or any part
of the Cost of any additions, extensions or improvements
to the Project.
Any surplus Construction Fund moneys remaining after all
deposits required under this Section are made may be used by
the City for any lawful capital purpose.
IV-6
ARTICLE V.
Revenues and Funds.
Section 501. Rate Covenant. The City covenants that
it shall establish, fix and maintain such rates, fees, dues
and charges for the use of the Project as shall provide in
each Fiscal Year sufficient Gross Revenues (a) to meet 100%
of the Operation and Maintenance Expenses for such Fiscal
Year, (b) to provide at least 150% of the Principal and
Interest Requirements on the Bonds for such Fiscal Year and
(c) to provide 100% of all other payments required by
this Resolution.
The City further covenants that if at any time the
Gross Revenues shall not be sufficient to provide the
amounts required by the preceding paragraph, it will revise
the rates and charges for the services and facilities fur-
nished by the Project, so that the rates and charges col-
lected in the current and each subsequent Fiscal Year will
result in Gross Revenues sufficient to provide such amounts.
The City covenants that if in any Fiscal Year the
Gross Revenues shall not have been sufficient to provide the
amounts required by the first paragraph of this Section, it
will before the 1st day of November of the following Fiscal
Year request the Project Consultant to make his recommenda-
tions as to a revision of the rates and charges for the use
of the services and facilities furnished by the PrOject and
copies of such request and such recommendations shall be
filed with the City Manager and the Fiscal Agent.
In the event that the City shall fail to adjust
rates and charges in accordance with the provisions of this
Section, the Fiscal Agent may and upon the written request
of the holders of not less than twenty-five per centum (25%)
in principal amount of all Bonds then outstanding shall
institute and prosecute in a court of competent jurisdiction
an appropriate suit, action or proceeding to compel the City
to adjust such rate and charges in accordance with the
requirements of this Section, and the City covenants that it
will adopt and charge rates and charges in compliance with
any judgment, order or d~cree entered in any such suit,
action or proceeding.
Section 502. Annual Budget. The City covenants that
on or before the first day of each Fiscal Year it will adopt
a budget of Current Expenses and Capital Expenditures for
such Fiscal Year (herein sometimes called the "Annual
Budget") on account of the Project. 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 Annual Budget, 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 supple-
mented Annual Budget for the remainder of the then current
Fiscal Year on account of the Project, 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.
The City further covenants that the amount expended for
Current Expenses in any Fiscal Year will not exceed the
reasonable and necessary amount thereof, and that it will
not expend any amount for maintenance, repair and operation
of the Project in excess of the total amount provided for
Current Expenses in the Annual Budget.
Section 503. Revenue Fund. A special fund is hereby
created and designated'the Boynton Beach Recreational
Facilities Revenue Fund (herein called the "Revenue Fund").
The City covenants that all Gross Revenues will be collected
and deposited as received with a Depositary or Depositaries
to the credit of the Revenue Fund. All moneys in the
Revenue Fund shall be held by the City in trust and applied
as provided in this Article.
Section 504. Sinki.ng and Other Funds. A special
fund is hereby created ~and designated the Boynton Beach
Recreational Facilities Revenue Bonds Interest and Sinking
Fund (herein called the "Sinking Fund"). There are hereby
V-2
created in the Sinking Fund three separate accounts desig-
nated "Principal and Interest Account", "Redemption Account"
and "Reserve Account", respectively. Two additional special
fUnds are hereby created and designated the Boynton Beach
Recreational Facilities Renewal and Replacement Fund (herein
called the "Renewal and Replacement Fund") and the Boynton
Beach Recreational Facilities General Fund (herein called
the "General Fund").
The moneys in each of said Funds and Accounts shall
be held in trust and applied only as hereinafter provided
with regard to each said Fund or Account, and, pending such
application, shall be subject to a lien and charge in favor
of the holders of the Bonds issued and outstanding under
this Resolution and for the further security of such holders
until paid out or transferred as herein provided.
The City Manager shall, on or before the 20th day
of the month next succeeding the month in which Bonds are
issued under the provision of Section 206 of this Resolution
and not later than the 20th day of each month thereafter,
withdraw from the Revenue Fund, and deposit with the FiScal
Agent, .the sums so withdrawn to the credit of the following
Funds and Accounts in the following amounts and order:
(a) an amount e~ual to one-sixth (1/6th) of the
interest payable on the Bonds on the next ensuing in-
terest payment date to the credit of the Principal and
Interest Account (less any amount received as capital-
ized and accrued interest from the proceeds of the
Bonds which is available for such interest payment);
provided, however, that in each month intervening
between the date of delivery of Bonds pursuant to Sec-
tion 206 or 207 of this Resolution (beginning with the
month following the month in which such delivery takes
place) and the next succeeeding interest payment date,
the amount specified in this subparagraph shall be that
amount which when multiplied by the number of deposits
to the credit of the Principal and Interest Account
required to be made dUring such respective period as
provided above will equal the amounts required (in
addition to any amounts received as accrued interest
and capitalized interest from the proceeds of such
Bonds) for the next succeeding interest payment;
(b) an amount equal to one-twelfth (1/12th) of
the principal of Serial Bonds payable by their stated
terms within the next ensuing twelve (12) months to
the credit of the Principal and Interest Account;
V-3
(c) an amount equal to one-twelfth (1/t2th)
of the Amortization Requirement required for mandatory
redemption within the next ensuing twelve (12) months
of Term Bonds to the credit of the Redemption Account;
(d) beginning in the month following any month in
which moneys are withdrawn from the Reserve Account,
an amount equal to one-twelfth (1/12th) of the amount
so withdrawn until the amount on deposit therein is
equal to the Reserve Account Requirement;
(e) an amount equal to one-twelfth (1/12th)
of five percent (5%) of the previous FiScal Year's
Gross Revenues until there is on deposit therein
an amount equal to $100,000 or such larger amount ~as
may be approved by the City to the credit of the
Renewal and Replacement Fund; and
(f) any balance to the credit of the General Fund.
If the amount deposited in any month to the credit of
any of the Accounts or Funds mentioned in (a) to (d),
inclusive, above shall be less than the amount required to
be deposited under the foregoing provisions of this Section,
the requirement therefor shall nevertheless be cumulative and
the amount of any deficiency in any month shall be added to
the amount otherwise required to be deposited in each month
thereafter until such time as all such deficiencies have
been made up.
Section 505. Payment of Operation and Maintenance
ExpenseS' The Operation and sa~'ntenance' ~xpe~seS Shall be
paid from the Revenue Fund in each month only after the
payments of the amount required under Section 504(a), (b)
and (c) have been made. Payments from the Revenue Fund
shall be made in accordance with procedures established by
the City from time to time in the Annual Budget and the
covenants in Section 502 of this Resolution.
Section 506. Application 0f Moneys in Principal. and
Interest Account. The Fiscal Agent shall, during the period
°'f~ ~ive (5)'' business days immediately preceding each inter-
est payment date, withdraw from the Principal and Interest
Account, and deposit in trust with the Paying Agents the
amounts required for paying the interest on the Bonds as
such~interest becomes due and payable and the principal of
all Serial Bonds as such principal becomes due and payable.
Section 507. Application of Moneys in Redemption
Account. Moneys held for the credit of the Redemption
Account shall be applied to the retirement of the Term Bonds
issued under the provisions of this Resolution as follows:
V-4
(a) Subject to the provisions of paragraph
(c) of this Section, the Fiscal Agent may purchase
any Term Bonds secured hereby and then outstanding,
whether or not such Term Bonds shall then be subject
to redemption, on the most advantageous terms obtain-
able with reasonable diligence, such price not to ex-
ceed the principal of such Term Bonds plus the amount
of the redemption premium, if any, which might on the
next redemption date be paid to the holders of such
Term Bonds under the provisions of Article III of this
Resolution if such Term Bonds should be called for re-
demption on such date from moneys in the Sinking Fund.
The Fiscal Agent shall pay the interest accrued on such
Term Bonds to date of settlement therefor from the Prin-
cipal and Interest Account and the purchase price from
the Redemption Account, but no such purchase shall be
made by the Fiscal Agent within the period of forty-five
(45) days next preceding any interest payment date on
which such Term Bonds are subject to call for redemption
under the provisions of this ReSolution, except from
moneys other than moneys Set aside or deposited for the
redemption of Term Bonds.
(b) Subject to the provisions of Article III
of this Resolution and paragraph (c) of this Section,
the Fiscal Agent may call for redemption on each
interest payment date on which Term Bonds are subject
to redemption such amount of such Term Bonds as, with
the redemption premium, if any, will exhaust the moneys
which will be held for the credit of the Redemption
Account on said interest payment date as nearly as
may be; provided, however, that not less than Fifty
Thousand Dollars ($50,000) principal amount of Term
Bonds shall be called for redemption at any one time
unless a lesser amount shall be required to satisfy the
Amortization Requirement for any Fiscal Year. Such
redemption shall be made pursuant to the provisions
of Article III of this Resolution. The Fiscal Agent
shall during the period of five (5) business days
prior to the redemption date withdraw from the principal
and. Interest Account and the Redemption Account and set
aside in separate accounts or deposit with the Paying
Agents the respective amounts required for paying the
interest on, and the principal and redemption premium
of, the Term Bonds so called for redemption.
(c) Moneys held by the Fiscal Agent in the
Redemption Account shall be applied by the Fiscal Agent
each Fiscal Year to the retirement of Bonds then
outstanding in the following order:
V-5
First: the Term Bonds to the extent of the
Amortiz~on Requirement, if any, for such Fiscal
Year for such Term BOnds, plus the applicable
premium, if any, and any deficiency in any preced-
ing Fiscal Years in the purchase or redemption of
such Term Bonds under the provisions of this
subdivision and, if the amount available in such
Fiscal Year shall not be sufficient therefor, then
in proportion to the Amortization Requirement, if
any, for such Fiscal Year for the Term Bonds
then outstanding, plus the applicable premium, if
· any, and any such deficiency.
Second: Term Bonds, if any, in such manner
as the CitY' Manager shall determine results in the
greatest economic benefit to the City.
Third: after the retirement of all Term
Bonds,~any, Serial Bonds issued under the
provisions of this Resolution in the inverse
order of their maturities.
Upon the retirement of any Bonds by purchase or
redemption the Fiscal Agent shall file with the City
Council a statement briefly describing such Bonds and
setting forth the date of their purchase or redemption,
the amount of the purchase price or the redemption price
of such Bonds and the amount paid as interest thereon.
The expenses in connection with the purchase or redemption
of any Bonds shall~ be paid by the City from the Revenue
Fund.
Section 508. Application of Moneys in Reserve Account.
Moneys held for the credi~'of the ReSe~ve Account shail'b~'
used for the purpose of paying the interest on and the
principal of the Bonds whether at maturity or by manda%ory
redemption whenever and to the extent that the moneys held
for the credit of the Principal and Interest Account and the
Redemption Account shall be insufficient for such purpose.
Section 509. Application of Moneys in Renewal and
Replacement Fund. M~neys'heid fOr the credit'of the Renewal
an~ Replacement"Fund shall be used only for extraordinary
maintenance and repairs and the acquisition of equipment for
the Project or for the purpose of supplementing the Reserve
Account to prevent a default in payment of the principal of
or the interest on the Bonds.
V-6
Section 510. Application of Money. s in Sinking..Fund.
SUbject to the terms and conditions se~' forth in this
Resolution, moneys held for the credit of the Sinking Fund
shall be held in trust and disbursed by the Fiscal Agent for
(a) the payment of interest on the Bonds issued hereunder as
such interest becomes due and payable, or (b) the payment of
the principal of such Bonds at their maturities, or (c) the
payment of the purchase or redemption price of such Bonds
before their maturity and such moneys are hereby pledged
to and charged with the payments mentioned in this Section.
Section 511 Applicati. on of Moneys in General Fund.
Moneys held for ~he credit o5 the General'FU~d 'shall be
applied to the following purposes in the following order of
priority:
(a) to make up deficiencies in the payments
required under Section 504(a), (b), (c) and (d);
(b) to pay the principal of and the interest
on any indebtedness incurred by the City other than
under this Resolution to finance any additions, ex-
tensions or improvements to the Project; and
(c) to pay the Cost of any additions, extensions
or improvements to the Project.
Section 512. Moneys Held in Trust. Ail moneys
which the FisCal Agent'shall have Withdrawn from the
Sinking Fund or shall have received from any other source
and deposited with the Paying Agents, for the purpose
of paying any of the Bonds hereby secured, either at
the maturity thereof or upon call for redemption, or
for the purpose of paying any maturing coupons apper-
taining to any of the Bonds hereby secured, shall be
held in trust for the respective holders of such Bonds
or coupons. But any moneys which shall be so set aside
or deposited by the Fiscal Agent and which shall remain
unclaimed by the holders of such Bonds or of such coupons
for the period of six (6) years after the date on which
such Bonds or such coupons 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 to receive the same, and thereafter the
holders of such Bonds or coupons shall look only to the City
or to such officer, board or body, as the case may be, for
the payment and then only to the extent of the amounts so
received without any interest thereon, and the Paying Agents
shall have no responsibility with respect to such moneys.
V-7
Section 513. Cancellation of Bonds and Coupons.
All Bonds paid, redeemed or pu'rchased, either a~' or before
maturity, together with all unmatured coupons, if any,
appertaining thereto, shall be cancelled upon the payment,
redemption or purchase of such Bonds and shall be delivered
to the Fiscal Agent when such payment, redemption or
purchase is made. All coupons, which are paid by the
Paying Agents, shall be cancelled upon their payment and
delivered to the Fiscal Agent. Except for such coupons,
all Bonds and coupons cancelled under any of the provi-
sions of this Resolution shall be destroyed by the Fiscal
Agent, which shall execute a certificate in duplicate
describing the Bonds and coupons so destroyed except that
the numbers of the Bonds to which such coupons appertain
may be omitted unless otherwise directed by the City,
and one executed certificate shall be filed with the
City Clerk and the other executed certificate shall be
retained by the Fiscal Agent. The coupons so paid by
the Paying Agent shall be destroyed by the Fiscal Agent,
and the Fiscal Agent shall execute a certificate in trip-
licate describing the coupons so destroyed except that the
numbers of the Bonds to which such coupons appertain may
be omitted .unless otherwise directed by the City, and one
executed certificate Shall be filed with the City Clerk
and another with the Fiscal Agent and the third executed
certificate shall be retained by such Paying Agent.
V-8
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 either by the Fiscal Agent in accordance herewith or
shall be deposited with a Depositary or Depositaries, 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 deposited
with any Depositary hereunder in excess of the amount
guaranteed by the Federal Deposit Insurance Corporation or
other Federal agency shall be continuously 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 custodianf or, if then permitted by law, by
setting aside under control of the trust department of
the bank holding sUch deposit, as collateral security,
Government Obligations, or, with the approval of the
City Manager, other Permitted Investments eligible
as security for the deposit of trust funds under appli-
cable regulations of the Comptroller of the Currency of
the United States or applicable State of Florida law or
regulations, having 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 (a) of
this Section !s 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, how-
ever, that it shall not be necessary for the Fiscal Agent
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 which shall be represented by obligations
purchased under the provisions of this Article as an in-
vestment of such moneys.
VI- 1
Ail moneys held by the Fiscal Agent and deposited
with each Depositary shall be credited to the particular
Fund or Account to which such moneys belong.
Section 602. Investment of Moneys. Moneys on deposit
in the Construction Fund, the RevenUe Fund, the Principal
and Interest Account and the Redemption Account may be
invested in Permitted Investments maturing not later than
the date on which such moneys shall be needed for the
purposes of such Fund or Accounts. Moneys in the Reserve
Account may be invested in Permitted Investments maturing
not later than the final maturity of the Bonds. Moneys in
the Renewal and Replacement Fund and the General Fund may be
invested in Permitted Investments maturing not later than
five years from the date-of such investment.
Interest earnings from such investments shall be
deposited in the Revenue Fund and disposed of in like manner
with other moneys on deposit therein. However, interest
earned on moneys in the Construction Fund shall remain on
deposit in such Fund and used as a construction contingency
until the Project is completed and then shall be transferred
to the Revenue Fund.
Vi-2
ARTICLE VII.
Particular Covenants.
Section 701. Payment of Principal, Interest and
Premium. The City covenants that it will promptly pay
the pr{ncipal 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 in the coupons, if any,
appertaining thereto, 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 Gross Revenues and said Gross Revenues are hereby
pledged to the payment 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 fund provided therefor from
Gross Revenues. The issuance of the Bonds shall not directly
or indirectly or contingently obligate the City to levy or
to pledge any form of taxation whatever therefor, nor shall
any such Bonds constitute a charge, lien or encumbrance,
legal or equitable, upon any property of the City.
Section 702. Covenant Against Encumbranqes. The
City further covenants that, ~rOm the. Gross R~enues, it
will pay all governmental charges lawfully levied or assessed
upon the Project or any part thereof or upon any Gross Rev-
enues when the same shall become due, that it will duly ob-
serve and comply with all valid requirements of any municipal
or governmental authority relative to the Project, that it
will not create or suffer to be created any lien or charge
upon the Project or any part thereof, or on the Gross Rev-
enues, other than as provided herein, ranking equally with
or prior to the Bonds, and that, out of the Gross Revenues,
it will pay or cause to be discharged, or will make adequate
provision to satisfy and discharge all lawful claims and
demands for labor, materials, supplies or other objects
which, if unpaid, might by law become a lien upon the
Project or any part thereof or the Gross Revenues; provided,
however, that nothing contained in this Section shall
require the City to pay or cause to be discharged, or make
VII-1
provision for, any such lien or charge so long as the
validity thereof shall be contested in good faith and by
appropriate legal proceedings.
Section 703. Employment of Consultinq Architects. The
City covenants and ag. rees that it will' for 'the Purpose of
performing and carrying out the duties imposed on the
Consulting Architects by this Resolution employ an inde-
pendent architect or architectural firm or corporation of
suitable experience and responsibility.
Section 704. Employment of Project Consultant. The
City shall retain a~.~ndePendent cOn,ut{ant specializing
in golf course operations and management who has suitable
experience and reputation for the purpose of making a report
to the City on the general operations of the Project and
suggested changes thereto, the need for any capital improve-
ments to the Project, any changes in the rates and fees from
use of the Project and such other information the Project
COnsultant determines should be included in such report.
Section 705. Employment of Accountant. The City cove-
nants 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 ac-
countant or firm of independent certified public accountants
of suitable experience and responsibility.
Section 706. I.nsurance. The City covenants that it
will at all times carry insurance, in a responsible insurance
company or companies authorized and qualified under the laws
of the State of Florida to assume the risk thereof, covering
such properties included in the Project as are customarily
insured, and against loss or damage from such causes as are
customarily insured against, by companies engaged in similar
business.
Ail such policies shall be for the benefit of the City,
shall be made payable to the City and shall be deposited
with the City Manager, and copies of such policies shall be
filed with the Fiscal Agent and the City Manager shall have
the sole right to receive the proceeds of such policies and
to collect and receipt for claims thereunder. The proceeds
VI 1-2
of any and all such insurance shall be deposited by the
City Manager in the name of the City in a Depositary.
The City covenants that, upon any loss or damage to
any properties included in the Project resulting from any
cause, whether or not such loss or damage shall be covered
by insurance, it will proceed with the repairing, replacing
or reconstructing (either in accordance with the original or
a different design) of the damaged or destroyed property,
and that it will forthwith commence and diligently prosecute
the repair, replacement or reconstruction of the damaged or
destroyed property unless it shall determine after consulta-
tion with the Consulting Engineers that the repair, replace-
ment or reconstruction of such property is not essential to
the efficient operation of the Project.
The proceeds of all insurance referred to in this Sec-
tion shall be available for and shall, to the extent neces-
sary, be applied to the r.epair, replacement or reconstruction
of the damaged or destroyed property, and shall be paid out
in the manner hereinabove provided for payments from the
Construction Fund. If such proceeds are more than sufficient
for such purpose, the balance remaining shall be deposited
to the credit of the Renewal and Replacement Fund. If such
proceeds shall be insufficient for such purpose, the defi-
ciency may be supplied out of any moneys in the Renewal and
Replacement Fund..
Ail insurance policies shall be open to the inspection
of the Fiscal Agent and the Bondholders and their representa-
tives at all reasonable times. The City Manager is hereby
authorized in the name of the City to demand, collect, sue
and receipt for the insurance money which may become due and
payable under any policies payable to it. Any appraisement
or adjustment of any loss of damage and any settlement or
payment of indemnity therefor which may be agreed upon
between the City and any insurer shall be evidenced to the
City' Manager by a certificate signed by the officer or
officers responsible for managing the Project.
Notwithstanding the foregoing provisions of this Sec-
tion, the City may institute and maintain fiscally sound and
prUdent self-insurance programs with regard to such risks as
shall be consistent with the recommendations of a qualified
and regionally recognized insurance consultant.
Section 707. Use of Revenues. The City covenants and
agrees that, so long 'aS'~ny Of 'the Bonds secured hereby
shall be outstanding, none of the Gross Revenues will be used
VI I-3
for any purpose other than as provided in this Resolution,
and that no contract or contracts will be entered into or
any action taken by which the rights of holders of the Bonds
might be impaired or diminished.
Section 708. Records, Accounts and Audits. The
City covenants that it~ will keep the' funds, accounts,
moneys and investments relating to the Project separate
from all other funds, accounts, moneys and investments of
the City or any of its departments, and that it will keep
accurate records and accounts of all items of costs and
of all expenditures relating to the Project and of the
Gross Revenues collected and the application of such Gross
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
to be completed of its books and accounts pertaining to
the Project by the Accountant. Reports of each such audit
shall be filed with the City Council, the City Manager
and the Fiscal Agent, and copies of such report shall be
mailed to any Bondholder 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 hereinabOve required for the
quarterly 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 re-
port 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 of the
Project and the results of their operations and changes in
its 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 (e) inclusive) 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
VII-4
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 certi-
ficate required above such certificate states the reasons
for such non-compliance or non-conformity.
The City further covenants that it will cause any
additional reports or audits relating to the Project
to be made as required by law or by any applicable rules
or regulations of any governmental authority having jur-
isdiction in the premises. The cost of such audits shall
be treated as a part of the cost of operation.
For the purposes of this Resolution each fund created
hereunder shall be a series of accounts within the book of
accounts of the City and shall connote a segregation of
accounts, which will support special purpose disclosure
reports, not to be construed as a separate set of books of
accounts.
Section 709. Enforcement of Collections. The City
will diligently enforce and collect the rates, fees and
other charges for the services of the Project; will take
all steps, actions and proceedings for the enforcement and
collections of such rates, fees and charges as shall become
delinquent to the full extent permitted or authorized by
law; and will maintain accurate records with respect there-
to. All such rates, fees, charges and revenues herein
pledged shall, as collected, be held in trust to be applied
as provided in this Resolution and not otherwise.
Section 710. No Sa] Project. (a) The
City covenants that so as any outstand-
ing under the provisions of this Resolution and except as in
this Resolution otherwise permitted, it will not sell, lease
or otherwise dispose of or encumber the Project. The City
may, however, from time to time, sell any machinery, fix-
tures, apparatus, tools, instruments, or other movable
property acquired by it in connection with the Project, or
any materials used !n connection therewith, if the City
shall determine that such articles are no longer needed or
are no longer useful in connection with the construction or
operation and maintenance of the Project, and the proceeds
thereof shall be applied to the replacement of the proper-
ties so sold or disposed of or shall be deposited to the
credit of the Redemption Account or the Renewal and Replace-
ment Fund, at the option of the City.
VII-5
(b) Notwithstanding the provisions of paragraph
(a) of this Section, the City may from time to time sell,
trade or lease such other property forming part of the
Project as is not needed or serves no useful purpose in
connection with the maintenance and operation of the Project
and the proceeds of any such sale of property which is de-
clared by resolution of the City Council to be unneces-
sary for the Project shall be deposited to the credit of
the Redemption Account or the Renewal and Replacement Fund,
as may be provided by such resolution. The City may also
lease such portions of the Project as shall have been
designed and constructed to be leased without regard to the
findings mentioned in the preceding sentence. The property
received in exchange pursuant to any trade shall be deemed
to be a part of the Project. The rentals under any such
lease shall be deposited to the credit of the Revenue
Fund.
(c) Notwithstanding the provisions of paragraph (a)
of this Section, the City may from time to time per-
manently abandon the use of, sell, trade or lease any
property forming a part of the Project but only if
(1) there shall be filed with the City
Clerk and the Fiscal Agent prior to such abandonment,
sale or lease a certificate, signed by the. City Manager
and apprOVed by the Consulting Architects, stating
(A) that the City is not then in
default in the performance of any of the
covenants, conditions, agreements or pro-
visions contained in this Resolution, and
(B) that the Net Revenues for the
next preceding Fiscal Year, after giving
effect to such abandonment, sale or lease
and any replacement are not less than one
hundred per centum (100%) of the maximum
aggregate Principal and Interest Require-
ments fOr any Fiscal Year thereafter, and
(2) the amount held for the credit of the
Reserve Account is equal to the Reserve Account
Requirement.
The proceeds of the sale of any property forming
part of the Project under the provisions of paragraph (c)
of this Section shall either be deposited by the City to
the credit of the Redemption Account at the option of the
VI 1-6
City, or shall be applied to the replacement of the property
so sold, and any property acquired as such replacement shall
become a part of the Project subject to the provisions of
this Resolution. The rentals under any such lease shall be
deposited to the credit of the Revenue Fund.
Vii-7
ARTICLE VIII.
Remed i es.
Section 801. Extension of Interest Payment. In
case the time for the payment of any coupon shall be ex-
tended, whether or not such extension be by or with the
consent of the City, such coupon so extended shall not be
entitled in case of default hereunder to the benefit or
security of this Resolution except subject to the prior
payment in full of the principal of all Bonds then outstand-
ing and of all coupons and 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 de-
fault", that is to say: if
(a) payment of the principal and of the
redemption premium, if any, of any of the Bonds
shall not be made when the same shall become 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 shall not be made when the same
shall become due and payable; or
(c) payment of any amount required to satisfy
any Amortization Requirement shall not be made, if
required herein; or
(d) the City shall for any reason be rendered
incapable of fulfilling its obligations hereunder;
or
(e) final judgment for the payment of money
shall be rendered against the City as a result of the
ownership, control or operation of the Project
and any such judgment shall not be discharged within
sixty (60) days from the entry thereof or an appeal
shall not be taken therefrom or from the order, decree
or process upon which or pursuant to which such judg-
ment shall have been granted or entered, in such manner
as to stay the execution of or levy under such judg-
ment, order, decree or process or the enforcement
thereof; or
VIII- 1
(f) if the City admits in writing its inabil-
ity to pay its debts generally as they become due, or
files a petition in bankruptcy or makes an assignment
for the benefit of its creditors or consents to the
appointment of a receiver or trustee for itself or
for the whole or any part of the Project; or
(g) if the City is adjudged insolvent by a
court of competent jurisdiction, or it be adjudged
a bankrupt on a petition in bankruptcy filed against
the City, or an order, judgment or decree be entered
by any court of competent jurisdiction appointing,
without the consent of the City, a receiver or
trustee of the City or of the whole or any part of
its property and any if the aforesaid adjudications,
orders, judgments or decrees shall not be vacated or
set aside or stayed within ninety (90) days from the
date of entry thereof; or
(h) 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
(i) 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 substan-
tial part of its property, and such custody or
control shall not be t~rminated within ninety (90)
days. from the date of assumption of such custody or
control; or
(j) 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 may give to the City and upon the written re-
quest of not less than twenty'five per centum (25%) in
aggregate principal amount of the Bonds then outstand-
ing shall give to the City.
Section 803. Acceleration of Maturities. Upon the
happening and continuance of any event of default speci-
fied in clauses (a) through (j) of Section 802 of this
VIII-2
Article, then and in every such case the Fiscal Agent may
and upon the written request of the holders of not less
than twenty-five per centum (25%) in aggregate principal
amount of the Bonds then outstanding shall, by a notice in
writing to the City, declare the principal of all of the
Bonds then outstanding (if not then due and payable) to be
due and payable immediately, and upon such declaration the
same shall become and be immediately due and payable, any-
thing contained in the Bonds or in this Resolution to the
contrary notwithstanding; provided that if at any time after
the principal of the Bonds 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 default, or before the completion of the
enforcement of any other remedy under this ResolUtion,
moneys shall have accumulated in the Sinking Fund sufficient
to pay the principal of all matured Bonds and all arrears of
interest, if any, upon all Bonds then outstanding (except
the principal of any BOnds not then due except by virtue of
such declaration and the interest accrued on such Bonds
since the last interest payment date), and all amounts then
payable by the City hereunder shall have been paid or a sum
sufficient to pay the same shall have been deposited
with the Paying Agents, and every other default in the
observance or performance of any covenant, condition,
agreement or provision contained in the Bonds or in this
Resolution (other than a default in the payment of the
principal of such BondS then due only because of a dec-
laration under this Section) shall have been remedied,
then and in every such case the Fiscal Agent may and
upon the written request of the holders of not less than
twenty-five per centum (25%) in aggregate principal amount
of the Bonds not then due except by virtue of such declara-
tion and then outstanding shall, by written notice to the
City, rescind and annul such declaration and its conse-
quences, but no such rescissio~ 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 speci-
fied in Section 802 of this Article, then and in every
such case the Fiscal Agent may and upon the written request
of the holders of not less than twenty-five per centum
(25%) in aggregate principal amount of the Bonds then
outstanding hereunder shall proceed to protect and enforce
the rights of the Bondholders under Florida law, or under
this Resolution by such suits, actions or special pro-
VIII-3
ceedings 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 Fiscal Agent shall deem most effectual to protect
and enforce such rights.
Section 805. Pro Rata Application of Funds. Any-
thing in this Resolution to the contrary notwithstand-
ingt if at any time the moneys in the Sinking Fund shall
not be sufficient to pay the principal of or the inter-
est on the Bonds 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
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
entitle-~hereto of all installments of in-
terest then due and payable on the Bonds,
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 inst.allment, to the persons en-
titled thereto, without any discrimination
or preference except as to any difference
in the respective rates of interest speci-
fied in the Bonds;
second: to the payment of the persons
entitl'ed thereto of the unpaid principal of
any of the Bonds which shall have become due
(other than Bonds called for redemption for
the payment of which sufficient moneys are
held pursuant to the provisions of this Resolu-
tion), in the order of their due dates, with
interest upon such Bonds at the respective
rates specified therein from the respective
dates upon which they became due, and, if
VIII-4
the amount available shall not be sufficient
to pay in full the principal of Bonds 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 to any difference in
the respective rates of interest specified
in the Bonds; and
third: to the payment of the interest
on and--~ principal of the Bonds, to the
purchase and retirement of Bonds and to the
redemption of Bonds, all in accordance with
the provisions of Article V of this Resolution.
(b) If the principal of all the Bonds shall
have become due and payable or shall have been de-
clared due and payable, all such moneys shall be
applied to the payment of the principal and inter-
est then due and unpaid upon the Bonds, 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 over any other Bond, ratably, accord-
ing to the amounts due respectively for principal
and interest, to the persons entitled thereto with-
out any discrimination or preference except as to
any difference in the respective rates of interest
specified in the Bonds.
(c) If the principal of all the Bonds 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 shall later become
due or be declared due and payable, the moneys re-
maining in and thereafter accruing to the Sinking
Fund shall be applied in accordance with the pro-
visions of paragraph (a) of this Section.
VIII-5
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
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 discre-
tion shall determine, having due regard to the amount 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 Paying
Agents, 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 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 time of application. Whenever the
Fiscal Agent shall exercise such discretion in applying
such funds, it shall fix the date upon which such applica-
tion is to 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 coupon or any Bond until such coupon or such Bond
and all unmatured coupons, if any, appertaining to such Bond
shall be surrendered to it for appropriate endorsement.
Section 806. Effect of Discontinuance of 's.
In case any ~ '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 shall continue as
though no such proceeding had been taken.
Section 807. Restriction on Individual Bondholder
Actions. No holder of any of the Bonds hereby se6ured
shall have any right in any manner whatever by his or
their action to affect, disturb or prejudice the secu-
rity of this Resolution, or to enforce any right here-
under except in the manner herein provided, and all such
proceedings at law or in equity shall be instituted, had
VIII-6
and maintained for the benefit of all holders of such
Bonds and coupons.
Section 808. No Remedy Exclusive. No remedy
herein Conferred upon the Fiscal Agent on behalf of the
Bondholders is intended to be exclusive of any other remedy
or remedies herein provided, and each and every such remedy
shall be cumulative and shall be in addition to every other
remedy given hereunder.
Section 809. Delay Not a Waiver. No delay or omis-
sion of the Fiscal Agent to exercise any right or power
accruing upon any default shall impair any such right or
power or shall be construed t.o 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 may be exercised from time to time and
as often as may be deemed expedient.
Section 810. Right to Enforce Payment of Bonds
Nothing in this Article s~all affect o~' impair the'right
of any Bondholder to enforce the payment of the principal
of and interest on this Bond, or the obligation of the City
to pay the principal of and interest on each Bond to the
holder thereof at the time and place in said Bond and the
appurtenant coupons, if any, expressed.
VIII-7
ARTICLE IX.
Execution of Instruments by Bondholders
and Proof of Ownership of Bonds.
Section 901. Execution of Instruments by Bond-
holders and Proof of Ownership of Bonds. Any request,
d~rection, Consent or other instrument in writing re-
quired or permitted by this Resolution to be signed or
executed by Bondholders may be in any number of con-
current instruments of similar tenor and may be signed
or executed by such Bondholders or their attorneys or
legal representatives. Proof of the execution of any
such instrument and of the ownership of Bonds shall
be sufficient for any purpose of this Resolution and
shall be conclusive in favor of the City 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 juris-
diction 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 con-
stitute sufficient proof of the authority of the
signer thereof.
(b) The fact of the holding of Bonds here-
under by any Bondholder and the amount and the
numbers of such Bonds and the date of his holding
the same may be proved by the affidavit of the
person claiming to be such holder, if such affi-
davit shall be deemed by the Fiscal Agent to be
satisfactory, or by a certificate executed by any
trust company, bank, banker or any other depositary,
wherever situated, if such certificate shall be
deemed by the Fiscal Agent to be satisfactory,
showing that at the date therein mentioned such
person had on deposit with or exhibited to such
IX-t
trust company, bank, banker or other depositary the
Bonds described in such certificate. The Fiscal Agent
may conclusively assume that such ownership continues
until written notice to the contrary is served upon it.
The ownership of Bonds registered as to principal may
also be proved by the registration books kept under the
provisions of Section 204 of this Resolution.
But nothing contained in this Article shall be
construed as limiting the Fiscal Agent to such proof, it
being intended that the Fiscal Agent may accept any other
evidence of the matters herein stated which it may deem
sufficient. Any request or consent of the holder of any
Bond shall bind every future holder of the same Bond in
respect of anything done by the City in pursuance of such
request or consent.
Notwithstanding any of the foregoing provisions
of this Section, the Fiscal Agent shall not be required
to recognize any person as a holder of any Bond or coupon
or to take any action at his request unless such Bond or
coupon shall be deposited with him.
IX-2
ARTICLE X.
Supplemental Resolutions.
Section 1001. Supplemental Resolution Without
Bondholders' Consent. The city Council, from time to
time'and'at any time may adopt such resolutions supple-
mental 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 grant to or confer upon the Bondholders
any additional rights, remedies, powers, authority
or security that may lawfully be granted to or con-
ferred upon the Bondholders, or
(¢) to add to the conditions, limitations and
restrictions on the issuance of Bonds under the
provisions of this Resolution other conditions,
limitations and restrictions thereafter to be ob-
served, 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~
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 published once in each week for two (2) successive
weeks in a Daily Newspaper of general circulation or a
financial journal published in the Borough of Manhattan,
City and State of New York, and on or before the date
of the first publication of such notice, he shall also
cause a similar notice to be mailed, postage prepaid,
to all registered owners of Bonds at their addresses as
they appear on the registration books and all other
Bondholders who shall have filed their names and addresses
X-1
with the City Clerk for such purpose. 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 Resolution With Bond-
holder ConSent. Subje~% 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 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 permit-
ting, (a) an extension of the maturity of the principal of
or the interest on any Bond issued hereunder, or (b) a
reduction in the principal amount of any Bond or the re-
demption premium or the rate of interest thereon, or (c) the
creation of a lien upon or a pledge of Gross Revenues other
than the lien and pledge created by this Resolution, or (d)
a preference or priority of any Bond or Bonds over any other
Bond or Bonds, or (e) a reduction in the aggregate principal
amount of the Bonds required for consent to such supplemental
resolution. Nothing herein contained, however, shall be con-
strued as making necessary the approval by Bondholders 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 notice of the proposed adoption of such sup-
plemental resolution to be published once in each week
for two (2) successive weeks 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,
and, on or before the date of the first publication of
X-2
such notice, it shall also cause a similar notice to be
mailed, postage prepaid, to all registered owners of Bonds
at their addresses as they appear on the registration
books and all other Bondholders who shall have filed their
names and addresses with the City Clerk for such purpose.
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. The City shall not,
however, be subject to any liability to any Bondholder
by reason of its failure to cause the notice required by
this Section to be mailed and any such failure shall not
affect the validity of such supplemental resolution when
consented to and approved as provided in this Section.
Whenever, at the time within one year after the date
of the first publication of such notice, the City shall
deliver to the Fiscal Agent an instrument or instru-
ments in writing purporting to be executed by the holders
of not less than two-thirds (2/3) in aggregate principal
amount of the Bonds then outstanding, which instrument or
instruments shall refer to the proposed supplemental
resolution described in such notice and shall specifically
consent to and approve the adoption thereof in substan-
tially the form of the copy thereof referred to in such
notice, thereupon, but not otherwise, the City Clerk may
adopt such supplemental resolution in substantially such
form, without liability or responsibility to any holder
of any Bond, whether or not such holder shall have con-
sented thereto.
If the holders of not less than two-thirds (2/3) in
aggregate principal amount of the Bonds outstanding at
the time of the adoption of such supplemental resolution
shall have consented to and approved the adoption thereof
as herein provided, no holder of any Bond shall have any
right to object to the adoption of such supplemental
resolution, or to object to any of the terms and provi-
sions 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 Resolu-
tion shall be and be deemed to be modified and amended in
X-3
accordance therewith, and the respective rights, duties
and obligations under this Resoltuion of the City and all
holders of Bonds 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 Resolu-
tion. 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 resolutiont ex-
press reference may be made thereof in the text of any
Bonds issued thereafter, if deemed necessary or desirable by
the City.
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ARTICLE XI.
Defeasance.
Section 1101. Cessation of Interest of Bondholders.
If, when the Bonds secured hereby shall have become due
and payable in accordance with their terms or shall have
been duly called for redemption or either irrevocable
instructions to call the Bonds for redemption or to pay
the Bonds at their respective maturities and mandatory
redemption dates or any combination of such payment and
redemption shall have been given by the City to an appro-
priate fiduciary institution acting as escrow agent, the
whole amount of the principal and the interest and pre-
mium, if any, so due and payable upon all of the Bonds
and coupons 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 secured hereby in the Gross Revenues, Funds and Ac-
counts mentioned in this Resolution shall thereupon cease,
determine and become void, and the City Council in such
case, shall repeal and cancel this Resolution and may ap-
ply any surplus in any account in the Sinking-Fund and all
balances remaining in any other Funds or Accounts other
than moneys held for the redemption or payment of Bonds
or coupons 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 with-
in 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
XI-1
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, and
(c) that this Resolution has been repealed and cancelled
in accordance with the provisions of this Section.
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
principal and interest and the premium, if any, of the
Bonds so called for redemption or to be paid.
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ARTICLE XII.
Concerning the Fiscal Agent.
Section 1201. Appointment of Fiscal Agent.
Prior to the issuance of any Bonds under the provisions
of this Resolutio~ the City Council shall adopt a reso-
lution appointing as Fiscal Agent a bank or trust com-
pany authorized by law to exercise corporate trust powers
and subject to examination by Federal or state authority,
of good standing, and having a combined capital and sur-
plus aggregating not less than Five Million Dollars
($5,000,000).
Section 1202. No Obligation to Institute or Defend
Suit Without IndemnifiCation. The'Fiscal Agent Sh'all be
Under no Obligation to institute any suit, or to take any
remedial proceeding under this Resolution, or to enter any
appearance or !n any way defend in any suit in which it may
be made defendant, or to take any steps in the execution of
the obligations hereby created or in the enforcement of any
rights and powers hereunder, until it shall be indemnified
to its satisfaction against any and all costs and expenses,
outlays and counsel fees and other reasonable disbursements,
and against all liability; the Fiscal Agent may, never-
theless, begin suit, or appear in and defend suit, or do
anything else in its judgment proper to be done by it as
such Fiscal Agent, without indemnity, and in such case the
City shall reimburse the Fiscal Agent from the Gross
Revenues for all costs and expenses, outlays and coun-
sel fees and other reasonable disbUrsements properly
incurred in connection therewith.
Section 1203. No Liability For Failure To Make
Collections or Deposi'tS.'" The Fiscal Agent shall'not be
liable or resPonSible because of the failure of the City
or of any of its agents or employees to make any collections
or deposits or to perform any act herein required of them or
because of the loss of any moneys arising through the in-
solvency or the act or default or omission of any other
Depositary in which such moneys shall have been deposited
under the provisions of this Resolution. The immunities
and exemptions from liability of the Fiscal Agent hereunder
shall extend to its directors, officers, employees and
agents.
XI!- 1
Section 1204. Fees and Expenses. Subject to
the provisions of any contract between the City and the
Fiscal Agent, the City shall pay to the Fiscal Agent, from
the Revenue Fund, reasonable compensation for all services
performed by it hereunder and also all its reasonable
expenses, charges and other disbursements and those of its
attorneys, agents and employees incurred in and about the
administration and execution of the trusts hereby created
and the performance of its powers and duties hereunder, and,
from such Fund only, shall indemnify and save the Fiscal
Agent harmless against any liabilities which it may incur in
the exercise and performance of its powers and duties
hereunder. Any payment by the City to the Fiscal Agent for
compensation or expense of the Fiscal Agent or its attorneys
shall be treated as Operation and Maintenance Expenses.
Section 1205. Reliance on Certificates or .
In case at any time necessary or for
the Fiscal Agent to make any investigation respecting any
fact preparatory to taking or not taking any action or doing
or not doing anything as such Fiscal Agent, and in any case
in which this Resolution provides for permitting or taking
any action, the Fiscal Agent may rely upon any certificate
or report required or permitted to be filed with it under
the provisions of this Resolution, and any such certificate
or report shall be evidence of such fact to protect the
Fiscal Agent in any action that it may or may not take or in
respect of anything it may or may not do by reason of the
supposed existence of such fact. Except as otherwise
provided in this Resolution, any request, notice or other
instrument from the City or from the City Council to the
FisCal Agent shaIt be deemed to have been signed by the
proper party or parties if signed by the City Managerl
Except as herein otherwise provided, the Fiscal Agent may
accept a certificate signed by the City Clerk as to any
action taken by the City Council.
Section 1206. Right To Deal In Bonds. The bank or
trust company acting as 'Fiscal ~Agent under this Resolution,
and its directors, officers, employees or agents, may in
good faith buy, sell, own, hold and deal in any of the
Bonds or coupons issued under the provisions of this
Resolution, and may join in any action which any Bondholder
may be entitled to take with like effect as if such bank or
trust company were not the Fiscal Agent under this Resolution.
XII-2
Section 1207. City's Representations; No
Representations of Fiscal Agent. The 'recitals, state-
~ents and 'representations contained herein and in the
Bonds shall be taken and construed as made by and on the
part of the City and not by the Fiscal Agent, and the
Fiscal Agent assumes and shall be under no responsibility
for the correctness of the same. The Fiscal Agent shall
have no responsibility in respect of the validity or
sufficiency of this Resolution or the due adoption thereof,
or in respect of the validity of the Bonds or of the coupons
or the due execution thereof.
Section 1208. No Liability of Fiscal Agent. The
Fiscal Agent shall be~prOtected and shall in~Ur no liability
in acting or proceeding, or in not acting or not proceeding,
in good faith, reasonably and in accordance with the terms
of this Resolution, upon any resolution, order, notice,
request, consent, waiver, certificate, statement, affidavit,
requisition, bond or other paper or document which it shall
in good faith reasonably believe to be genuine and to have
been adopted or signed by the proper board or person or to
have been prepared and furnished pursuant to any of the
provisions of this Resolution, or upon the written opinion
of any attorney, engineer or accountant believed by the
Fiscal Agent to be qualified in relation to the subject
matter.. The Fiscal Agent shall not be bound to recognize
any person as a holder of any Bond or coupon or to take any
action at his request unless such Bond or coupon shall be
deposited with the Fiscal Agent.
Section 1209.. Resignation of' Fiscal Agent. The
Fiscal Agent may resign and "therebY becOme disc.harged
from the obligations hereby created, by notice in writ-
ing to be given to the City and published once in a Daily
Newspaper of general circulation in the City, and in a
financial journal or Daily Newspaper of general circula-
tion published in the Borough of Manhattan, City and State
of New York, not less than sixty (60) days before such
resignation is to take effect, but such resignation shall
take effect immediately upon the appointment of a new Fiscal
Agent hereunder~ if such new Fiscal Agent shall be appointed
before the time limited by such notice and shall then accept
the trusts hereof.
Section 1210. Removal of Fiscal.Agent. The Fiscal
Agent may be removed at any time by an instrument or con-
current instruments in writing, signed by the holders of not
XII-3
less than a majority in principal amount of the Bonds issued
pursuant to this Resolution and then outstanding and filed
with the City. A photostatic copy of each such instrument
shall be promptly delivered by the City to the Fiscal Agent.
Section 1211. Vacancy of Office of Fiscal ~gent.
If at any time hereafter the Fiscal Agent shall resign,
be removed, be dissolved, or otherwise become incapable
of acting, or if the bank or trust company acting as
Fiscal Agent shall be taken over by any governmental
official, agency, department or board, the position of
Fiscal Agent shall thereupon become vacant. If the position
of Fiscal Agent shall become vacant for any of the foregoing
reasons or for any other reason, the City Council may
appoint a Fiscal Agent to fill such vacancy. The City
Council shall publish notice of any such appointment by it
made once in each week for two (2) successive weeks in a
Daily Newspaper of general circulation in the City and in a
financial journal or Daily Newspaper of general circulation
published in the Borough of Manhattan, City and State of New
York.
At any time within one (t) year after any such vacancy
shall have occurred, the holders of a majority in principal
amount of the Bonds issued pursuant to this Resolution and
then outstanding, by an instrument or concurrent instruments
in writing, signed by such Bondholders or their attorneys in
fact thereunto duly authorized and filed with the City, may
appoint a successor Fiscal Agent, which shall supersede any
Fiscal Agent theretofore appointed by the City Council.
Photostatic copies of each such instrument shall be de-
livered promptly by the City to the predecessor Fiscal Agent
and to the Fiscal Agent so appointed by the Bondholders.
If no appointment of a successor Fiscal Agent shall be
made pursuant to the foregoing provisions of this Section,
the holder of any Bond outstanding hereunder or any retiring
Fiscal Agent may apply to any court of competent jurisdic-
tion to appoint a successor Fiscal Agent. Such court may
thereupon, after such notice, if any, as such court may deem
proper and prescribe, appoint a successor Fiscal Agent.
Any Fiscal Agent thereafter appointed shall be a
bank or trust company having the qualifications prescribed
for the Fiscal Agent by Section 1201 of this Article.
XI I-4
Section 1212. Successor Fiscal Agent. Every successor
Fiscal Agent appointed'hereunder shalI have a combined
capital and surplus aggregating not less than Five Million
Dollars ($5,000,000) and shall execute, acknowledge and
deliver to its predecessor, and also to the City, an in-
strument in writing accepting such appointment hereunder,
and thereupon such successor Fiscal Agent, without any
further act, shall become fully vested with all the rights,
immunities, powers and trusts, and subject to all the
duties and obligations of its predecessor; but such prede-
cessor shall, nevertheless, on the written request of the
City or of its successor, and upon payment of the expenses,
charges and other disbursements of such predecessor Which
are payable pursuant to the provisions of Section 1204 of
this Article, execute and deliver an instrument transferring
to such successor Fiscal Agent all the rights, immunities,
powers and trusts of such predecessor hereunder; and
every predecessor Fiscal Agent Shall deliver all property
and moneys held by it hereunder to its successor. Should
any instrument in writing from the City be required by any
successor Fiscal Agent for more fully and certainly vesting
in such Fiscal Agent the rights, immunities, powers and
trusts hereby vested or intended to be vested in the prede-
cessor Fiscal Agent, any such instrument in writing shall
and will, on request, be executed, acknowledged and delivered
by the City.
Notwithstanding any of the foregoing provisions
of this Article, any bank or trust company having power to
perform the duties and execute the trusts of this Resolution
and otherwise qualified to act as Fiscal Agent hereunder
with or into which the bank or trust company acting as
Fiscal Agent may be merged or consolidated, or to which the
assets and business of such bank or trust company may be
sold, shall be deemed the successor of the Fiscal Agent.
Section 1213. Access to Project~ The City coven-
ants that the Fiscal Agent Or any successor Fiscal Agent
shall at all times have free access to all properties
included in the Project and every part thereof for the
purposes of inspection and examination, and that its books,
records and accounts may be examined by the Fiscal Agent
at all reasonable times.
XII-5
ARTICLE XIII.
Miscellaneous Provisions.
Section 1301. Effect of Covenants. Ail cove-
nants, 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 depart-
ment and agency of the City to the full extent authorized
or permitted by law, and all suCh covenants, stipula,
tions, obligations and agreements shall bind or inure
to the benefit of the successor or successors thereof
from time to time and any officer, board, body or
commission to whom or to which any power or duty affect-
ing such covenants, stipulations, obligations and agree-
ments 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 re-
quired by law to exercise such powers or to perform such
duties.
No covenant, stipulation, obligation or agree-
ment 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 individ-
ual capacity, and neither the members of the City
Council nor any official executing the Bonds shall be
liable personally on the Bonds or be subject to any per-
sonal liability or accountability by reason of the issu-
ance thereof.
Section 1302. Manner of Giving Notice. Any no-
tice, 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 sent by certi-
fied mail, return receipt requested:
XIII-1
to the CitY, if addressed to the City Manager of
the City of Boynyon Beach, Florida, City Hall,
Boynton Beach, Florida;
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, and
the agents and representatives thereof.
Section 1303. Successorship of Paying Agents. Any
bank or trust company With or 'into which a Paying Agent
may be merged or consolidated, or to which the assets and
business of such Paying Agent may be sold, shall be deemed
the successor of such Paying Agent for the purposes of
this Resolution. if the position of a Paying Agent shall
become vacant for any reason, the City Council shall,
within thirty (30) days thereafter, appoint a bank or trust
company located in the same City, as Paying Agent to fill
such vacancy.
Section 1304. Successorship of City Officers. In
the event that the offices of MaYor, City Manager,' City
Clerk or City Attorney shall be abolished or any two or
more 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 1305. 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 re-
quired 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 publica-
tion, 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.
XIII-2
Section 1306. Inconsistent Resolutions. Ail resolu-
tions 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 1307. 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 full, punctual and complete
performance of all of the terms, covenants, provisions
and agreements contained in the Bonds and this Resolution.
Section 1308. Headings 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 con-
stitute a part of this Resolution, nor shall they affect
its meaning, construction or effect.
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 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 issued hereunder.
Section 1310. Validation of Bonds. The proper
officers of the City'shall b~ing proper proceedings for
the validation of the Bonds.
Section 1311. Effect of Partial Invalidity. In
case any one or more of the provisions of this Resolution
or of any Bonds or coupons 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 or coupons, but this Resolution
and the Bonds and coupons shall be construed and enforced
as if such illegal or invalid provision had not been con-
tained therein. The Bonds are issued and this Resolution
is adopted with the intent that the laws of the State of
Florida shall govern their construction.
XIII-3
Section 1312'. Resolution Effective. This Resolution
shall take effect immediately upon its ~doption.
PASSED AND ADOPTED this j~ day of ~,
1982.
City of Boynton Beach, Florida
(Official Seal)
MAY~
ATTEST:
TY C~fRK '
XIII-4