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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 I-1 I-1 I-1 I-2 I-2 I-2 I-2 I-2 I-2 I-2 I-2 I-2 I-2 I-2 I-3 I-3 I-3 I-3 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 I-3 I-3 I-3 i~3 I-3 I-3 I-4 I-4 I-4 I-5 I-5 I-6 I-6 I-6 I-6 I-6 I-6 I-6 I-6 I-6 I-6 I-7 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 V-6 V-6 V-7 V-7 V-7 V-8 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 VII-2 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 XII- 1 XII-1 XII-2 XII-2 XII-2 XII-3 XII-3 XII-3 XII-3 XII-4 XII-5 XI I-5 XIII-1 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 XIII-2 XIII-3 XIII-3 XIIi-3 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 I-1 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. I-2 "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, I-3 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. I-5 "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. I-7 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, IV-2 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. X-4 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. XI-2 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