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Agenda 12-06-04L Call to Order. II. Roll Call. III. Agenda Approval. IV, COMMUNITY REDEVELOPMENT AGENCY Special Call Meeting Monday December 6~ 2004 ' Commission Chambem Boynton Beach 6:30 P,M. A. Additions, Deletions, Corrections to the Agenda. B. Adoption of Agenda. New Business A. Consideration of Adoption of CRA Bond Resolution. B. Consideration of a TCEA contract (with Kimley Horn) Change Order for Boynton Beach Blvd. FDOT Easement Release. Adjournmettt Any person who decides to appeal any decision of the Community Redevelopment Board with respect to any matter considered at this meeting will need a record of the proceedings and for such purpose may need to ensure that a verbatim record of the proceedings is made, which record includes the testimony and evidence upon which the appeal is to be based. The CRA shall furnish appropriate auxiliary aids and services where necessary to afford an individual with a disability an equal opportunity to participate in and enjoy the benefits of a service, program, or activity conducted by the CRA. Please contact Douglas Hutchln~on at 561-737-3256 at least twenty-four hours prior to the program or activity in order for the CRA to reasonably accommodate your request. COMMUNI'TY REDEVELOPMENT AGENCY - ROLL CALL VOTES I I ~/ · Yes NO · Yes NO · Yes NO Alexander DeMarco Marie Horenburger _ Don Fenton Steve Myott Jim Barretta t/ · · · TillmanVice Chair Henderson ~/ I I I I I · ,.s .o · ,s .o · ,s .o Chair Heavilin · · · ! i I Marie Horenburger Don Fenton Steve Myott 3im Barretta · · · Alexander DeMarco · · · I I I  YES NO · YES NO · YES NO .lim Barretta · · Alexander DeMarco · · Marie Horenburger · · Vice Chair Tillman · · Steve Myott · · Chair Heavili~n · ~ ~ Don Fenton .... YES NO · YES NO · YES NO Vice Chair Tillman · · Chairman Heavilin · · Marie Horenburger · · Jim Barretta -- ~ ~ Alexander DeMarco Steve Hyott Don Fenton~ .... s:\cc\wp~minutes~cra\roll call sheets.doc 1V[OYLE, FLANIGAN, KATZ, I~YMOND & SHEEHAN, P.A. ATTORNEYS AT LAW 625 North Flagler Drive - 9~h Floor West Pa~ ~ch, Flofida~ ,~3401-4025 Telephone: (561) 659'7500 Facsimile: (561 ) 659- t 789 MARK E. RAYMOND Direct Line: (561) 822-0380 E-maik rm aym ond(~rnoylelaw, eom Tallahassee Office (850) 681-3828 Welling~on Office (561) 227-1560 December 1, 2004 Boynton Beach Community RedeveIopment Agency 639 East Ocean Avenue, Suite 103 Boynton Beach, Florida 33435 Attention: Douglas Hutchinson, Executive Director Re: Bonds Ladies and Gentlemen: I have prepared for your consideration the enclosed resolution which, if adopted, will authorize the Agency to issue up to $19,575,000 in principal amount of bonds. If issued, the bonds will be payable from the tax increment revenues received by the Agency, and the proceeds of the bonds will be used to pay costs of implementing the redevelopment plan. The City has been requested to guarantee the debt service on the bonds, and the City will consider adopting a resolution authorizing the Guaranty at the Commission meeting on December 7. Assuming that you adopt the CRA resolution and that the City adopts its resolution, we plan to mm'ket the bonds during weeks of December 6 and December 13, and to close 0e, fund) the bond issue during the week of December 20. I have prepared the attached resolution and it complies with all applicable legal requirements, I will attend your meeting on December 6 to present the resolution and answer any questions you may have. Very truly yours, CITY OF BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY TAX INCREMENT REVENUE BONDS BOND RESOLUTION ADOPTED DECEMBER 6, 2004 TABLE OF CONTENTS (This Table of C0nt~hts is not pR of the Resolution and is for convenience of reference only.) PAGE ARTICLE I GENERAL ....................................................... 1 SECTION 1.01. SECTION 1.02. SECTION 1.03. Definitions ........................................... i Authority for This Resolution ........................... 11 Resolution to Constitute Contract ........................ 11 ARTICLE E AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF BONDS .................................. 12 SECTION 2.01. SECTION 2.02. SECTION 2.03. SECTION 2.04. SECTION 2.05. SECTION 2.06. SECTION 2.07. SECTION 2.08. SECTION 2.09. SECTION 2. I0. SECTION 2.11. SECTION 2.12. SECTION 2. i3. SECTION 2.14. SECTION 2. i5. SECTION 2.16. Authorization of Bonds ................................ 12 Authorization, Description and Terms of Series 2004 Bonds . . . 12 Paying Agent and Registrar for Series 2004 Bonds ........... i3 Award of the Series 2004 Bonds ......................... 13 Official Statement for Series 2004 Bonds .................. 14 Book Entry System for Series 2004 Bonds ................. 14 Application of Series 2004 Bond Proceeds ................. 14 Municipal Bond Insurance Provisions 14 Execution and Deliveu, of the Series 2004 Bonds ............ i7 Insurance Commitments ............................... 17 Execution of Bonds ................................... 17 Authentication ....................................... 17 Bonds Mutilated, Destroyed, Stolen or Lost ................ 17 · Negotiability, Interchangeability and Transfer ............... 18 Form of Bonds ....................................... 19 The City Guaranty .................................... 25 ARTICLE III REDEMPTION OF BONDS ........................................ 26 SECTION 3.0 i. SECTION 3.02. SECTION 3.03. SECTION 3.04. SECTION 3.05. Privilege of Redemption ............................... 26 Selection of Bonds to be Redeemed ...................... 26 Notice of Redemption ................................. 26 Redemption of Portions of Bonds ........................ 27 Payment of Redeemed Bonds ........................... 27 ARTICLE IV SECURITY, SPECIAL FUNDS AND APPLICATION THEREOF ......................................... 28 SECTION 4.0i. SECTION 4.02. Bonds Not to be Indebtedness of Agency .................. 28 Security for Bonds .................................... 28 -i- SECTION 4.03. SECTION 4.04. SECTION 4.05. SECTION 4.06. SECTION 4.07. SECTION 4.08. Funds and Accounts ................................... 28 Project Fun~ ........ as' ........................ 29 Debt SerViC~ Fund; ReServe Fund ........................ 29 Rebate Fund Investments Separate Accounts ............................. ~ ......32 ARTICLE V SUBORDINATED INDEBTEDNESS ' ADDITIONAL BONDS, AND COVENANTS OF AGENCY .............. 33 SECTION 5.01. SECTION 5.02. SECTION 5.03. SECTION 5.04. SECTION 5.05. SECTION 5.06. SECTION 5.07. SECTION 5.08. SECTION 5.09. SECTION 5.10. SECTION 5.11. SECTION 5.12. SECTION 5.13. Subordinated Indebtedness ......... ;.. .................. 33 Issuance of Additional Bonds ........................... 33 Bond Anticipation Notes ............................... 34 Accession of Subordinated Indebtedness to Parity Status with Bonds .......................................... 34 Annual Budget ....................................... 35 Redevelopment Trust Fund; Compliance With Laws ......... 35 Books and Records Annual Audit No Impairment ....................................... 35 Covenants with Credit Banks and Insurers ................. 36 Federal Income Tax Covenants; Taxable Bonds ............. 36 Nonpresentment of Bonds; Disposition of Unclaimed Money .. 37 Continuing Disclosure Compliance ....................... 37 ARTICLE VI DEFAULTS AND RElvlEDIES SECTION 6.01. SECTION 6.02. SECTION 6.03. SECTION 6.04. SECTION 6.05. SECTION 6.06. SECTION 6.07. Events of Default ........... ~ ......................... 39 Remedies Directions to Trustee as to Remedial Proceedings ............ 40 Remedies Cumulative ................................. 40 Waiver of Default. Application of Moneys After Default ..................... 40 Control by Insurer or Credit Bank ........................ 41 ARTICLE VII SUPPLEMENTAL tLESOLUTIONS ............................ 42 SECTION 7.01. SECTION 7.02. SECTION 7.03. SECTION 7.04. Supplemental Resolution Without Bondholders' Consent ...... 42 Supplemental Resolution With Bondholders', Insurer's and Credit Bank's Consent Amendment with Consent of Insurer md/or Credit Bank Only.. 44 Required Opinion of Bond Counsel ....................... 44 ARTICLE VIII MISCELLANEOUS ........................................ 45 SECTION 8.01. Defeasance .......................... : ............... 45 -ii- SECTION 8.02. SECTION 8.03. SECTION 8.04. SECTION 8.05. SECTION 8.06. SECTION 8.07. SECTION 8.08. SECTION 8.09. SECTION 8. i0. SECTION 8.1 i. Capital Appreciation Bonds ............................. 46 General Autyrity .................................... 46 No Personal .~ab~hty ................................... 46 No Third Party Beneficiaries ............................ 47 Sale of Bonds ........................................ 47 Severability of Invalid Provisions ........................ 47 Repeal of Inconsistent Resolutions ....................... 47 Table of Contents and Headings not Part He~:eof ............. 47 Holidays; Time ....................................... 47 Effective Date ....................................... 48 -iii- RESOLUTION NO. A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, AUTHORIZING THE ISSUANCE BY THE AGENCY OF NOT EXCEEDING $19,575,000 IN AGGREGATE PRINCIPAL AMOUNT OF TAX INCREMENT REVENUE BONDS, SERIES 2004, TO FINANCE VARIOUS CAPITAL EXPENDITURES OF THE AGENCY; AUTHORIZING ADDITIONAL BONDS; PLEDGING TO SECURE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON SUCH BONDS CERTAIN PLEDGED FUNDS, INCLUDING THE REDEVELOPMENT TRUST FUND REVENUES OFTHE AGENCY AND MONEYS ONDEPOSITIN AND INVESTMENTS HELD FOR THE CREDIT OF CERTAIN FUNDS CREATED HEREUNDER; SETTING FORTH A METHOD TO ESTABLISH THE PRINCIPAL AMOUNT, INTEREST RATES, MATURITY SCHEDULE AND REDEMPTION PROVISIONS FOR SUCH SERIES 2004 BONDS; AUTHORIZING AGENCY OFFICIALS TO AWARD THE SALE OF THE SERIES 2004 BONDS AND EXECUTE A BOND PURCHASE CONTRACT AND MAKING CERTAIN FINDINGS IN CONNECTION THEREWITH; APPOINTING A PAYING AGENT AND REGISTRAR FOR THE SERIES 2004 BONDS; PROVIDING A METHOD TO APPROVE THE FORM AND USE OF A PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING THE EXECUTION AND DELIVERY OF A FINAL OFFICIAL STATEMENT; AUTHORIZING THE PURCHASE OF A MUNICIPAL BOND INSURANCE POLICY FOR THE SERIES 2004 BONDS AND MAKING CERTAIN COVENANTS IN CONNECTION THEREWITH; MAKING CERTAIN COVENANTS AND AGREEMENTS FOR THE BENEFIT OF THE OWNERS OF SUCH BONDS; PROVIDING FOR THE CREATION OF FUNDS AND ACCOUNTS; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY: ARTICLE I GENERAL SECTION 1.01. Definitions. When used in this Resolution, the following terms shall have the following mean/ngs, unless the context clearly otherwise requires: "Accreted Value" shall mean, as of any date of computation with respect to any Capital A/~preciation Bond, an mount equal to the principal amount o fsuch Capital Appreciation Bond (the principal amount at its initial offering) plus the interest accrued on such Capital Appreciation Bond from the date of dehvery to the original purchasers thereof to the Interest Payment Date next preceding the date of computation or the date of computation if an Interest Payment Date, plus, if such date of computation shall not be an Interest Payment Date, a portion of the difference between the Accreted Value as of the immediately preceding Interest Payment Date and the Accreted Value as of the immediately succeeding Interest Payment Date, calculated based on the assumption that Accreted Value accrues during any semiannual period in equal daily amounts. "Act" shall mean Part IX, Chapter 163, Florida Statutes and other applicable provisions of law. · ·nal Bonds" shall mean the obligations issued at any time under the provisions of "Additm Section 5.02 hereof. "Agency" shall mean the Boynton Beach Community Redevelopment Agency. "Annual Audit" shall mean the annum audit prepared pursuant to the requirements of Section 5.08 hereof. "Annual Budget" shall mean the annual budget prepared pursuant to the requirements of Section 5:05 hereof. "Arches Funding Agreements" means the Advance Funding Agreement and the Direct Incentive Funding Agreement, each dated November 19, 2003, between the Agency and Boynton Ventures I, LLC. "Authorized Depository shall mean a qualified public deposttory, as defined in Chapter 280, Florida Statutes, or any successor provision thereof. "Authorized Investments" shall mean any of the following which shall be authorized fi:om time to time by applicable laws of the State for deposit or purchase by the Agency for the investment of its funds: (i) Defeasance Obligations· (2) Direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury, and CATS and TIGRS) or obligations, the principal of and interest on which are unconditionally guaranteed by the United States of America. (3) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are permitted only if they have been stripped by the agency itself): U.S. Export-Import Bank (Ex/mbank) D/rect obligations or fully guaranteed certificates of beneficial ownership Farmers Home Administration (FMhrA) Certificates of beneficial ownership 2 (4) (5) 3. Federal Financing Bank 4. Federal Housing Adm,mstratmn Debentures (FHA) General Services Administration Participation certificates Government National Mortgage Association (GN/vI~ or "Ginnie Mae") GNMA-guaranteed mortgage-backed bonds GNMA-guaranteed pass-through obligations U.S. Mar/time Administration Guaranteed Title XI financing U.S. Department of Housing and Urban Development (HUD) Project Notes Local Authority Bonds New Communities Debentures-U.S. government guaranteed debentures U.S. Public Housing Notes and Bonds-U.S. g6vernment guaranteed public housing notes and bonds Bonds, debentures, notes or other evidenCe of indebtedness issued or guaranteed by any of the following non-full faith and credit U.S. government agencies (stripped securities are permitted only if they have been stripped by the agency itself): Federal Home Loan Bank System Sen/or debt obligations Federal Home Loan Mortgage Corporation (FHLMC or "Freddie Mac") Participation Certificates Sen/or debt obligations Federal National Mortgage Association (FNMA or "Fannie Mae") Mortgage-backed securities and senior debt obligations Student Loan Marketing Association (SLMA or "Sallie Mae") Senior debt obligations 5. Resolution Funding Corp. (REFCORP) obligations Farm Credit System Consolidated systemwide b'onds and notes Money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of I933, and having a 3 rating by S&P of "AAAm-G," "AAA-m," or "AAA-m" and ifrated by Moody's rated "Aaa," "Aal" or "Aa2." (6) Certificates of deposit Secured at ali tknes by collateral described in (2) and/or (3) above, Such certificates must be issued by commercial banks, savings and loan associations or mutual savings banks. The collateral must be held by a th/rd party and the bondholders must have a perfected first security interest in the collateral. (7) Certificates of deposit, savings accounts, deposit accounts or moneymarket deposits that are fully insured by FDIC, including BIF and SAIF. (8) Investment Agreements, including GIC's, acceptable to the Insurer. (9) Commercial paper rated, at the time of purchase, "Prime - 1 by Moody's and "A- 1" or better by S&P. (10) Bonds or notes issued by any state or municipality that are rated by Moody's and S&P in one of the two highest rating categories assigned by such agencies. (1 i) Federal funds or bankers acceptances with a maximum term of one year of any bank that has an unsecured, uninsured and unwarranted obligation rating of"Prime - 1," or "M" or better by Moody's and "A- 1" or "A" or better by S&P. (12) Repurchase agreements provide for the transfer of securities from a dealer bank or securities firm (seller/borrower) to a murficipal entity (buyer/lender), and the transfer of cash from a municipal entity to the dealer bank or securities firm with an agreement that the dealer bank or securities finn will repay the cash plus a yield to the municipal entity in exchange for the securities at a specified date. Repurchase Agreements must satisfy the following criteria or be approved by the Insurer: i. Repos must be between the municipal entity and a dealer bank or securities firm a. Primary dealers on the Federal Reserve reporting dealer list that are rated "A" or better by S&P and Moody's, or 2. Banks rated "A" or above by S&P and Moody's. i. The written repo contract must include the following: a. Securities that are acceptable for transfer are: (i) Direct U.S. governments, or 4 (ii) Federal agencies backed by the full faith and credit of the U.S. gove~mment (and FNMA and FHLMC) The term of the repo may be up to 30 days The collateml must be dehvered to the municipal entity, trustee (if trustee is not supplying the collateral) or third party acting as agent for the trustee (if the trustee is supplying the collateral) before/simultaneously with payment (perfection by possession of certificated securities) Valuation of Collateral (i) The securities must be valued weekly, marked-to-market at current market price plus accrued interest (a) The value of collateral must be equal to 104% of the mount of cash transferred by the municipal entity to the dealer bank or security firm under the repo plus accrued interest. If the value of securities held as collateral slips below 104% of the value of the cash transferred by municipality, then additional cash and/or acceptable securities must be transferred. If, however, the securities used as collateral are FNMA or FHLMC, then the value of collateral must equal 105%. 3. Legal opinion that must be delivered to the municipal entity: Repo meets guidelines under state law for legal investment of public funds. (13) (14) The Florida Municipal Investment Trust I - 3 year High Quality Bond Fund. The Local Government Surplus Funds Trust Fund created pursuant to Chapter 218, Part IV, Florida Statutes for which Florida State Board of Administration acts as custodian. (i 5) The Florida Municipal Investment Trust Enhanced Cash Portfolio (16) Any other investment in which proceeds of the Bonds may be invested under Florida law, provided that such investments are approved in writing by the Insurer. "Authorized Agency Officer" for the performance on the behalf of the Agency of any act of the Agency or the execution of any instmrnent on behalf of the Agency shall mean the Executive D/rector or any other person authorized by resolution of the Agency or appointed by certificate of the Chair to perform such act or sign such document. 5 "Balloon Indebtedness" shall mean indebtedness 25% or more of the principal payments of which are due in a single Fiscal Year and wkich indebtedness is not required to be paid over its term on a substantially level debt service bas~s o~ a Fiscal Y~ar basis, and indebtedness 25% or more of the principal of which may, at the option of the holder ~)r registered owner thereof, be redeemed in a Fiscal Year. "Beneficial Owner" means any person which (i) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2004 Bonds (including persons holding Series 2004 Bonds through nominees, depositories or other intermediaries) or (ii) is treated as the owner of the Series 2004 Bonds for federal income tax purposes. "Board of Commissioners" shall mean the board of commissioners of the Agency or its successor in function. "Bond Counsel" shall mean any attorney at law or firm of attorneys, of nationally recognized standing in matters pertaining to the federal tax exemption of interest on obligations issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America. "Bond Insurance Policy" shall mean a municipal bond new issue insurance policy or policies issued by an Insurer guaranteeing the payment of the principal of and interest on any portion of the Bonds. "Bondholder" or "Holder" or "holder" shall mean any Person who shall be the registered owner of any Outstanding Bond or Bonds according to the registration books of the Agency. "Bonds" shall mean the Series 2004 Bonds, any AdditionaI Bonds and any Subordinated Indebtedness which accedes to the status of Bonds pursuant to Section 5.04 hereof. "Business Day" shall mean, as to any Series of Bonds, any day on which any Paying Agent for such Series is open for business. "Capital Appreciation Bonds" shall mean those Bonds so designated by Supplem~ntal Resolution, which may be either Serial Bonds or Term Bonds and which shall bear interest payable at maturity or redemption. In the case of Capital Appreciation Bonds that are convertible to Bonds with interest payable prior to maturity or prior to redemption of such Bonds, such Bonds shaI1 be considered Capital Appreciation Bonds only during the period of time prior to such conversion. "Chair" shall mean the Chair or Vice-Chair of the Agency or such other person as may be duly authorized by the Agency to act on his or her or their behalf. "City" means the City of Boynton Beach, Florida. "Code" shall mean the United States Intemai Revenue Code of 1986, as amended, and the regulations thereunder, wliether proposed, temporary or final, promulgated by the Department o fthe Treasury, Internal Revenue Service. "Cost" when used in connection with a Project, shall mean all amounts permitted to be paid by State law, including costs of issuance of Bonds. "Credit Bank" shall mean as to any particular Series of Bonds, the Person providing a Credit Facility as designated in the Supplemental Resolution providing for the issuance of such Bonds. "Credit FaciLity" shall mean as to any particular Series of Bonds, a letter of credit, a line of credit or another credit or liquidity enhancement facility (other than insurance policies issued by an Insurer, Reserve Fund Insurance Policies or Reserve Fund Letters of Credit), as approved in the Supplemental Resolution providing for the issuance of such Bonds. "Debt Service Fund" shall mean the Debt Service Fund established pursuant to Section 4.03 hereof. "Debt Service Requirement" for any Fiscal Year shall mean the sum of: (1) The aggregate amount of interest becoming due on the Bonds, other than Capital Appreciation Bonds, during such Fiscal Year. Except as otherwise specified in Section 5.02 ofthis Resolution, for purposes of this definition, the interest due. on any Variable Rate Bonds shall be assumed to be the greater o,f (a) 110% of the daily average interest rate on such Variable Rate Bonds during the 12 months ending with the month preceding the date of calculation, or such shorter period that such Bonds shall have been outstanding, or (b) the actual rate of interest borne by such Variable Rate Bonds on the date of calculation. (2) The aggregate amount of principal becoming due on the Bonds, other than Capital Appreciation Bonds, for such Fiscal Year, whether by reason of maturity or mandatory redemption. (3) The aggregate amount of Accreted Value due on any C,apital Appreciation Bonds maturing in such Fiscal Year. In determining the amount of principal and interest becoming due on Bonds in any Fiscal Year, the following rule shall apply: With respect to Balloon Indebtedness, the principal and interest becoming due on the Bends shall be calculated based upon the assumption that the amount of principal and interest which will be payable in a given period is equal to the amount which would be payable on such Balloon Indebtedness if such Balloon Indebtedness were amortized from the date of such calculation to the final maturity of such Balloon Indebtedness, on a level annual debt service basis calculated on a Fiscal Year basis, at an interest rate, if such Balloon Indebtedness bears interest at a fixed interest rate for its entire term, equal to the actual interest rate on such Balloon Indebtedness, and if such Balloon Indebtedness does not bear interest at a fixed rate for its entire term, bearing interest at a rate calculated in accordance with the methodology established above for Variable Rate Bonds. "Defeasance Obligations" shall mean: (i) direct obligations of, or obligations the timelypayment of the principal of and interest on which are unconditionallyguaranteed by, the United States of America and which are not redeemable or subject to prepayment prior to the stated maturity thereof by or at the direction of the obligor thereon, and including Separately Trading of Registered Interests and Principal of U.S. Treasury Securities ("Strips") and the interest component o fobliga~ons of the Resolution Funding Corporation which have been stripped by the Federal Reserve Bank of New York, to the extent such instruments are backed by the fall and credit of the United States of America; and (ii) pre-refanded municipal obligations meeting the following criteria: (a) the municipal obligations must be rated AAA by S&P and Aaa by Moody's and may not be callable prior to maturity or, alternatively, the trustee has received irrevocable instructions concerning their calling and redemption; (b) the municipal obligations are securedby cash or securities described in clause (a) above (the "Defeasance Obligations"), which cash or Defeasance Obligations maybe applied only to interest, principal, and premium payments of such municipal obligations; (c) the principal and interest of the Defeasance Obligations (plus any cash in the fund) are sufficient to meet the liabilities of the municipal obligations; (d) the Defeasance Obligations serving as security for the municipal obligations must be held by an escrow agent or a trustee; and (e) the Defeasance Obligations are not available to satisfy any other claims, including those against the trustee or escrow agent holding the same. "Event of Default" shall mean the occurrence of any event designated as such pursuant to Section 6.01 hereof. "Fiscal Year" shall mean the period commencing on October 1 of each year and continuing through the next succeeding September 30, or such other period as may be prescribed by law as the fiscal year of the Agency. "Fitch" means Fitch Ratings, the nationally recognized securities rating firm, and any successor or successors thereto; and if such corporation shall be dissolved or liquidated or shall no longer perform securities rating functions, shall mean any other nationally recognized securities rating firm designated by the Agency and approved by the Insurer and/or the Credit Bank, as applicable. "Guaranty" means the Guaranty Agreement, dated of even date with the Series 2004 Bonds, pursuant to which the City guarantees the timely payment of the principal and interest on the Series 2004 Bonds, and which shall be in substantially the form attached hereto as Exhibit B. "Insurer" shall mean such Person as shall be in the business of insuring or guaranteeing the payment of principal of and interest on municipal securities and with respect to any Series of Bonds, which shall have insured or guaranteed payment of the principal of or/nterest on such Bonds, and as to the Series 2004 Bonds, means MBIA Insurance Corporation. 8 "Interest Payment Date" shall be such date or dates for the payment of interest on a Series of Bonds as shall be provided by Section 2.02 hereof or by Supplemental Resolution. "Maximum Debt Service Requirement" shall mean, as of anyparticular date of calculation, the greatest annual Debt Service Requirement for the Bonds for the then current or any future Fiscal Year. "Maximum Interest Rate" shall mean, with respect to any particular Variable Rate Bonds, a numerical rate of interest, which shall be set forth in the Supplemental Resolution delineating the details of such Bonds, that shall be the maximum rate of interest such Bonds may at any time bear in the future in accordance with the terms of such Supplemental Resolution. "Moody's" shall mean Moody's Investors Service, Inc., a Delaware corporation, the nationally recognized securities rating firm, and any successor or successors thereto; and if such corporation shall be dissolved or liquidated or shall no longer perform securities rating functions, shall mean any other nationally recognized securities rating firm designated by the Agency and approved by the Insurer and/or the Credit Bank, as applicable. "Outstanding" shall mean all Bonds which have been authenticated and delivered under this Resolution except, (1) Bonds for which irrevocable (including revocable notice which shall have become irrevocable) notice of redemption has been given and for which moneys have been deposited with any Paying Agent(s) solely for the payment of such Bonds, (2) any Bond surrendered by the Holder thereof in exchange for another Bond or other Bonds under Sections 2.13 or 2.14 hereof, (3) Bonds deemed to have been paid pursuant to Section 8.01 hereof, and (4) Bonds cancelled after purchase in the open market or because ofpaymemt at or redemption prior to maturity. "Parity Note" means the Promissory Note dated September 20, 2001, made by the Agency in the principal mount of $3,000,000.00 and payable to Bank of America, N.A. "Paying Agent" shall mean anypaying agent for Bonds appointed by or pursuant to resolution of the Board of Commissioners, and its successors or assigns, and any other Person which may at any time be substituted in its place pursuant to resolution of the Board of Commissioners. "Person" shall mean an individual, a corporation, a partnership, an association, a joint stock company, a trust, any unincorporated organization or governmental entity "Pledged Accounts" shall mean, until applied in accordance with the provisions of this Resolution, all moneys, including investments thereof, in the funds and accounts established hereunder, except (i) moneys in any account of the Rebate Fund, and (ii) to the extent moneys on deposit in a subaccount of the Reserve Fund and/or an account of the Project Fund are pledged solely for the payment of the Series of Bonds for which sush account was established in accordance with the provisions hereof. "Pledged Funds" shall mean all Tax Increment Revenues and the Pledged Accounts. "Project" shall mean any undertak/ng of the Agency the cost of which is to be paid, in whole or in part, from amounts ha the Project Fund. 9 "Project Fund" shall mean the Project Fund established pursuant to Section 4.03 hereof. "Rating Agency" means any of Fitcl~, Moody's ~md S&P. "Rebate Fund" shall mean the Rebate Fund established pursuant to Section 4.06 hereof. "Registrar" shall mean any registrar for the Bonds appointed by or pursuant to resolution of the Board of Commissioners and its successors and assigns, and any other t~erson which may at any time be substituted in its place pursuant to resolution of the Board of Commissioners. "Reserve Fund" shall mean the fund of that name established pursuant to Section 4.03 hereof. "Reserve Fund Insurance Policy" shall mean an insurance policy deposited in the Reserve Fund in lieu of or in partial substitutioa for cash on deposit therein pursuant to Section 4.05(B). "Reserve Fund Letter of Credit" shall mean a Credit Facility (other than a Reserve Fund Insurance Policy) issued by any bank or national banking association, insurance company or other financial institution and then on deposit in the Reserve Fund in lieu of or in partial substitution for cash on deposit therein pursuant to Section 4.05(B) hereof. "Reserve Fund Requirement" shall mean, for a subaccount in the Reserve Fund, unless otherwise provided with respect to a Series of Bonds by Supplemental Resolution adopted prior to issuance of such Series, as of any date of calculation, an amount of money equal to the lesser of (1) the Maximum Debt Service Requirement for all Series of Bonds to which such subaccount relates, (2) 125% of the average armual Debt Service Requirement for ail Series of Bonds to which such subaccount relates calculated on a Fiscal Year basis as of the date of issuance of the most recently issued Series secured by such subaccount, or (3) the sum of i0% of the aggregate initial principal amount of each Series of Bonds to which such subaccount relates (unless the Code requires issue price to be used instead of initial principal amount, in which case, issue price shall be used). In computing the Reserve Fund Requkement, the interest rate on Variable Rate Bonds shallbe assumed to be the lesser of(a) the average of The Bond Buyer 20 Revenue Bond Index for a period of 52 consecutive weeks selected by the Agency ending not more than sixty days prior to the date of issuance of such Variable Rate Bonds or (b) the Maximum Interest Rate. "Resolution" and "this Resolution" shall mean this instrument, as the same may from time to time be amended, modified or supplemented by any and ail Supplemental Resolutions. "Serial Bonds" shall mean all of the Bonds other than the Term Bonds. "S eries" shall mean ali the Bonds dehvered on original issuance in a simultaneous transaction and identified pursuant to Sections 2.01 or 2.02 hereof or in a Supplemental Resolution author/zing the issuance by the Agency of such Bonds as a separate Series, regardless of variations in maturity, interest rate or other provisions. "Series 2004 Bonds" shall mean the Agency's Tax Increment Revenue Bonds, Series 2004, authorized pursuant to Section 2.02 hereof. 10 "Series 2004 Project" means various capital projects of the Agency described in the Commun/ty Redevelopment Plan of the Agency as maybe in effect from time to time. "S&P" shall mean Standard and Poor's Ratings Services, the nationallyrecognized securities rating firm, and any successor or successors thereto; and if such corporation shall be dissolved or liquidated or shall no Ionger perform securities rating functions, shall mean any other nationally recognized securities rating firm designated by the Agency and approved by the Insurer and/or the Credit Bank, as applicable. "State" shall mean the State of Florida. Subordinated Indebtedness shall mean any indebtedness of the Agency, subordinate and junior to'the Bonds, issued in accordance with the provisions of Section 5.01 hereof, and any Variable Rate Bonds which become Subordinated Indebtedness in accordance with Section 5.02(F) hereof. "Supplemental Resolution" shall mean any resolution of the Agency amending or supplementing this Resolution, adopted and becoming effective prior to the issuance of the Series 2004 Bonds or in accordance with the terms of Article VII hereof. "Taxable Bond" shall mean any Bond which states, in the body thereof, that the interest income thereon is includable in the gross income of the Holder thereof for federal income taxation purposes or that such interest is subject to federal Income taxation. "Tax Increment Revenues" shall mean all tax increment revenues received by the Agency and deposited in the redevelopment trust fund of the Agency pursuant to Section 163.387, Florida Statutes. "Term Bonds" shall mean those Bonds which shall be designated as Term Bonds hereby or by Supplemental Resolution. "Variable Rate Bonds" shall mean Bonds issued with a Variable, adjustable, convertible or other interest rate which at the date of issue is not fixed as one or more stated percentages for the entire term of such Bonds. The terms herein, "hereunder," "hereby," "hereto," "hereof," and any similar terms, shall refer to this Resolution; the term "heretofore" shall mean before the date of adoption of this Resolution; and the term '~ereat~er" shall mean after the date of adoption of this Resolution. Words importing the singular number include the plural number, and vice versa. SECTION 1.02. Authority for This Resolution This Resolution is adopted pursuant to the provisions of the Act. SECTION 1.03. Resolution to Constitute Contract In consideration of the purchase and acceptance of any or all of the Bonds by those who shall hold the same from time to time, the provisions of tiffs Resolution shall be deemed to be and shall constitute a contract between the Agency and the Holders from time to time of the Bonds and shall be a part of the contract of the Agency with any Credit Bank and any Insurer. The pledge made in this Resolution and the ii provisions, covenants and agreements herein set forth to be performed by or on behalf of the Agency shall be for the equal benefit, protection and security of the Holders of any and alt of the Bonds and for the benefit, protection and security of~any Credit~Bank and any Insurer. Ail of the Bonds, regardless of the time or times of their issuance or maturity, shall be of equal rank without preference, priohty or distinction of any of the Bonds over any other thereof except as expressly provided in or pursuant to this Resolution. [End of Article I] ARTICLE II AUTHORIZATION, TERMS, EXECUTION AND REGISTR2kTION OF BONDS SECTION 2.01. Authorization of Bonds. The Agencyhereby authorizes the issuance of Bonds of the Agency to be designated as "Boynton Beach Community Redevelopment Agency Tax Increment Revenue Bonds," which maybe issued in one or more Series as hereinafter provided. The aggregate principal amount of the Bonds which may be executed and delivered under this Resolution is not limited except as may hereafler be provided by Supplemental Resolution or as limited by the Act or by other applicable law. The Bonds may, if and when authorized by the Agency pursuant to this Resolution or Supplemental Resolution, be issued in one or more Series, with such further appropriate particular designations added to or incorporated in such title for the Bonds of any particular Series as the Agency may determine and as may be necessary to distingu/sh such Bonds from the Bonds of any other Series. Each Bond shall bear upon its face the designation so determined for the Series to which it belongs. The Bonds shall be issued for such purpose or purposes; shall bear interest at such rate or rates not exceeding the maximum rate permitted by law; and shall be payable in lawful money of the United States of America on such dates; all as determined by this Resolution and by Supplemental Resolution. The Bonds shalI be issued in such denomination or denominations and such form, whether coupon or registered; shall be dated such date or dates; shall bear such numbers; shall be payable at such place or places; shall contain such redemption provisions; shalI have such Paying Agent(s) and Registrar(s); shall mature on such date or dates in such years and amounts; and the proceeds shall be used in such mariner ail as determined by this Resolution and by Supplemental Resolution. The Agency may issue Bonds which may be secured by a Credit Facility or by a Bond Insurance Policy ali as shall be determined by this Resolution or by Supplemental Resolution. SECTION2.02. AuthorizatiomDescriDtionandTerms of Series 2004Bonds. A Series of Bonds entitled to the benefit, protection and securityof this Resolution is hereby authorized in an aggregate principal amount not to exceed $i9,575,000 for the principal purpose of paying the cost of the Series 2004 Project. Such Series shall be designated as, and shall be distinguished from the Bonds of all other Series by the title "Boynton Beach Community Redevelopment Agency Tax Increment Revenue Bonds, Series 2004." I2 The Series 2004 Bonds shall be issued as fully registered Bonds; shall be numbered consecutively from one upward in order of maturity preceded by the letter R; shall be in denominations of $5,000 and integral:ni~tiples tl~of shall be dated, shall be issued in the aggregate principal amounts, shall bear interest at the rates per annum, computed on the basis of a 360-day year consisting o ftwelve thirty (30) day months, payable on such date or dates (the "Interest Payment Dates"), may have such redemption provisions and shall mature on such dates, not later than 25 years after issuance, and in the amounts, as set forth in a certificate in the form attached hereto as Exhibit A signed by the Chair, and in the absence of the Chair, any other member of the Board of Commlssioners, provided, however, that the arbitrage yield on the Series 2004 Bonds, as calculated for purposes of the Code, shall not exceed 7.00%. The Chair, and in the absence of the Chair, any other member of the Board of Commissioners are jointly and severally authorized to determine the details of the Series 2004 Bonds within the parameters set'forth above, and upon such determination to execute a certificate it the form attached hereto as Exhibit A completed with the details of the Series 2004 Bonds, thereby establishing such details. The principal of and premium, if applicable, on the Series 2004 Bonds are payable when due uponpresentation and surrender of the Series 2004 Bonds at the office of the Paying Agent. Interest payable on any Series 2004 Bond on any Interest Payment Date will be paid by check or draft of the Paying Agent mailed on the Interest Payment Date to the Holder in whose name such Bond shall be registered at the close of business on the 15th day (whether or not a Business Day) of the calendar month next preceding such Interest Payment Date, or, unless otherwise provided by Supplemental Resolution, at the written request and expense of any Holder of at least $500,000 inprincipal amount of Series 2004 Bonds (or of all Series 2004 Bonds if less than $500,000 shall be unpaid), by bank wire ~'ansfer for the account of such Holder. In the event the interest payable on any Seres 2004 Bond is not punctually paid or duly provided for bY the Agency on such Interest Payment Date, such defaulted interest will be paid to the Holder in whose name such Bond shall be registered at the close of business on a special record date for the payment of such defaulted interest as established by notice sent by the Agency to such Holder not less than ten (10) days preceding such special record date. All payments of principal of, premium, if any, and interest on the Series 2004 Bonds shall be payable 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. SECTION 2.03. Paving Agent and Reeistrar for Series 2004 Bonde, The Agency hereby appoints U.S. Bank as the Paying Agent and Registrar with respect to the Series 2004 Bonds, and authorizes the Chair to execute a paying agent and registrar agreement between U.S. Bank and the Agency. SECTION 2.04. Award of the Series 2004 Bond~ The Agencyhereby determines that a negotiated sale of the Series 2004 Bonds is in the best interest of the Agency and the citizens and inhabitants of the Agency by reason of the volatility of the market for tax-exempt bonds. The Agency expects to receive and offer to purchase the Series 2004 Bonds in the form of a Bond Purchase Contract (the "Bond Purchase Contract") between the Agency and Banc of America Securities LLC (the "Original Purchaser"). Prior to execution of the Bond Purchase Contract, the Original Purchaser shall file with the Agen6y the disclosures required by Section 218.385, Florida 13 Statutes and competitive bidding for the Series 2004 Bonds is hereby waived pursuant to the authority of Section 218.385, Florida Statutes. Upon establishment of the terms of the Series 2004 Bonds, as described in Section 2.02 hereof, the Chair, or in the absence of the Chair, any other member of the Board of Commissioners, are, jointly and severally, authorized to award the Series 2004 Bonds to the Originai Purchaser, prov/ded that the underwriting discount shall not exceed 0.55 % of the principal amount of the Series 2004 Bonds. Upon award of the Series 2004 Bonds, the Chair, or in the absence of the Chair, any other member of the Board of Commissioners, are hereby jointly and severally authorized and chrected for and in the name of the Agency to execute and deliver the Bond Purchase Contract in such form as shall be approved by the official of the Agency executing the same, such execution to constitute conclusive evidence of such approval. SECTION 2.05. Official Statement for Series 2004 Bonds. The Agency hereby authorizes the preparation of a Preliminary Official Statement relating to the Series 2004 Bonds, and authorizes its use in connection with the sale of the Series 2004 Bonds. The Chair, or in the absence of the Chair, any other member of the Board of Commissioners, are jointly and severally authorized to "deem final" the Preliminary Official Statement for purposes of Securities and Exchange Commission Rule 15c2-12. The preparation ora f'mal Official Statement for the Series 2004 Bonds, which shall be in substantially the form of the Preliminary Official Statement, changed to reflect the terms of the Series 2004 Bonds and otherwise in such form as may be approved by the Chair, or in the absence of the Chair, any other member of the Board of Commissioners, such approval to be conclusively established by the execution thereo f, is hereby authorized, and upon preparation thereof the Chair, or in the absence of the Chair, any other member of the Board of Commissioners, are jointly and severally ~uthorized and directed for and in the name of the Agency to execute and deliver the Official Statement, as hereby approved. SECTION 2.06. Book Entry System for Series 2004 Bonds. The Agencyis authorized to enter into a Blanket Issuer Letter of Representation with The Depository Trust Company to establish a book-entry system of ownership of the Series 2004 Bonds. Beneficial owners of the Series 2004 Bonds will not receive physical delivery of Series 2004 Bond certificates nor will they have a fight to receive a certificate during the period that the Series 2004 Bonds are immobihzed in the custody of DTC SECTION 2.07. Ar>plication of Series 2004 Bond Proceeds. Proceeds from the sale of the Series 2004 Bonds, including accrued interest, but excluding the cost of the Bond Insurance Policy for the Series 2004 Bonds, which shall be paid by the Original Purchaser directly to the Insurer, shall be deposited in the Series 2004 Account of the Project Fund. SECTION2.08. Municipal Bond Insurance Provisions. Notwithstanding any provision to the contrary contained herein, the follow'rog provisions shall apply with respect to the Series 2004 Bonds: (a) In the event that, on the second Business Day prior to any Interest Payment Date on the Series 2004 Bonds, and again on the Business Day prior to any Interest Payment Date on the Series 2004 Bonds, the Paying Agent has not received sufficient moneys to pay ail principaI of and interest on the Series 2004 Bonds due on the second following orthe follow/ng, as the case maybe, Business Day, the Paying Agent shali promptly notify the Insurer or its designee (designated in writing to the 14 Paying Agent) on the same Business Day by telephone or telegraph, confirmed in writing by registered or certified mail, of the amount o~f the deficiency. (b) If the deficiency is made up in whole or in part prior to or on the Interest Payment Date, the Paying Agent shall promptly so notify the Insurer or its designee. (c) In addition, if the Paying Agent has written notice that any Holder has been required to disgorge any payment of principal or interest on any Series 2004 Bond pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes a voidable preference to such Holder within the meaning of any applicable bankruptcy laws, then the Paying Agent shall notify the Insurer or its designee (designated in writing to the Paying Agent) of such fact by telephone or telegrapkic notice, confirmed in writing by registered oi: Certified mail. (d) The Paying Agent is hereby irrevocably designated, appointed, directed and authorized to act as attorney-in-fact for Holders of the Series 2004 Bonds as follows: 1. If and to the extent there is a deficiency in amounts required to pay interest on the Series 2004 Bonds, the Paying Agent shall (a) execute and deliver to U.S. Bank Trust National Association, or its successors under the Policy (the "Insurance Paying Agent"), in form satisfactory to the Insurance Paying Agent, an instrument appointing the Insurer as agent for such Holders in any legal proceeding related to the payment of such interest and an assignment to the Insurer of the claims for interest to which such deficiency relates and which are paid by the Insurer, (b) receive as designee of the respective Holders (and not as Paying Agent) in accordance with the tenor of the Policy payment from the Insurance Paying Agent with respect to the claims for interest so assigned and (c) disburse the same to such respective Holders; and 2. Ifund to the extent ora deficiency in amounts required to pay principal of the Series 2004 Bonds, the Paying Agent shall (a) execute and deliver to the Insurance Paying Agent in form satisfactory to the Insurance Paying Agent an instrument appointing the Insurer as agent for such Holder in any legal proceeding relating to the payment of such principal and an assignment to the Insurer of any Seri~s 2004 Bond surrendered to the Insurance Paying Agent of so much of the principal amount thereof as has not previously been paid or for which moneys are not held by the Paying Agent and available for such payment (but such assignment shall be delivered onlyifpayment from the Insurance Paying Agent is received), (b) receive as designee of the respective Holders (and not as Paying Agent) in accordance with the tenor of the Policy payment therefor from the Insurance Paying Agent and (c) disburse the same to such Holders. (e) Payments with respect to claims for interest on and principal of Series 2004 Bonds disbursed by the Paying Agent from proceeds of the Policy shall not be considered to discharge the obligation of the Issuer with respect to such Series 2004 Bonds, and the Insurer shall become the holder of such unpaid Series 2004 Bonds and claims for the interest in accordance with the tenor of the assignment made by it under the provisions of this subsection or otherwise. (f) ia'respective of whether any such assignment is executed and delivered, the Issuer agrees, and the Paying Agent by acceptance of the duties of Paying Agent hereunder agrees, for the benefit of the Insurer that: 15 i. they recognize that to the extent the Insurer makes payments, directly or indirectly (as by paying through the Paying Agent), on account of principal of or interest on the Series 2004 Bonds, the Insurer ~11 be sub,rbgated to the rights of the Holders of such Series 2004 Bonds to receive the amount of such principal and interest from the Issuer, with interest thereon as provided and solely from the sources stated in this Resolution and the Series 2004 Bonds, and 2. they MI1 accordingly pay to the Insurer the amount of such principal and interest (including principal and interest recovered under subparagraph (ii) of the first paragraph of the Policy, which principal and interest shall be deemed past due and not to have been paid), with interest thereon as provided in this Resolution and the Series 2004 Bonds, but only from the sources and in the manner provided:herein and therein for the payment of principal of and interest on the Series 2004 Bonds to the Holders, and will otherwise treat the Insurer as the holder of such rights to the amount of such principal and interest. (g) The Issuer shall notify the Insurer of the resignation or removal of the Paying Agent and the appointment of a successor thereto. (h) The Issuer shall provide the Insurer with copies of all notices required to be delivered to Holders of the Series 2004 Bonds and, on an annual basis, copies of the Issuer's audited financial statements and annuai budget. (i) The Issuer shall deliver to Standard & Poor's a copy of any amendment to this Resolution which amendment has been consented to by the Insurer. (j) Any notice that is required to be given to an Holder or to the Paying Agent pursuant to this Resolution shall also be provided to the Insurer. Al1 notices requ/xed to be given to the Insurer pursuant to this Resolution shall be in writing and shall be sent by registered or certified mail addressed to MBIA Insurance Corporation, I 13 King Street, Armonk, New York 10504, Attention: Insured Portfolio Management (k) The Issuer agrees to' reimburse the Insurer immediately and unconditionally upon demand, to the extent permitted by law, and only from Pledged Funds available for such purpose, for all reasonable expenses, including attorneys' fees and expenses, incurred by the Insurer in connection with (i) the enforcement by the Insurer of the Issuer's obligations, or the preservation or defense of any rights of the Insurer, under this Resolution and any other document executed in connection with the issuance of the Series 2004 Bonds, and (ii) any consent, amendment, waiver or other action with respect to the Resolution or any related document, whether or not granted or approved, together with interest on ail such expenses from and including the date incurred to the date of payment at Citibank's Prime Rate plus 3% or the maximum interest rate permitted by law, whichever is less. In addition, the Insurer reserves the right to charge a fee in connection with its review of any such consent, amendment or waiver, whether or not granted or approved. (I) The Issuer agrees not to use the Insurer's name inanypublic document, other than this Resolution and the closing documents for the Series 2004 Bonds, Including, without limitation, a press release or presentation, announcement or forum without the Insurer's prior consent. In the event the Issuer is advised by counsel that it has a legal obligation to disclose the Insurer's name in any i6 press release, public announcement or other public document, the Issuer shall provide the Insurer with at least three (3) Business Days' prigr written notice of its intent to use the Insurer's name together wlth a copy of the proposed use of~e Insure?s name and of any description of a transaction with the Insurer and shall obtain the Insurer's prior consent as to the form and substance of the proposed use of the Insurer's name and any such description. (m) The Issuer shall not enter into any agreement nor shall it consent to or participate in any arrangement pursuant to which Series 2004 Bonds are tendered or purchased for any purpose other than the redemption and cancellation or legal defeasance of the Series 2004 Bonds without the prior written consent of the Insurer. SECTION2.09. Execution and Delivery o f the Series 200~[ Bonrt~, The Chair is hereby authorized and directed on behalf of the Agency to execute the Series 2004 Bonds as provided herein, and such officials are hereby authorized and d/.rected upon the execution of the Series 2004 Bonds in the form and manner set forth herein to deliver the Series 2004 Bonds in the amount authorized to be issued hereunder to the Registrar for authentication and delivery to Or upon the order of the Original Purchaser upon payment of the purchase price set forth herein. SECTION 2. I 0. In urance Co itments. The Agency accepts the Commitment to Issue a Financial Guaranty Insurance Policy, dated November 30, 2004, issued by MBIA Insurance Corporation. The Executive Director is authorized to execute, on behalf of the Agency, the Commitment. SECTION 2.11. Execution of Bonds. The Bonds shall be executed in the name of the Agency with the manual or facsimile signature of the Chair. In case any one or more of the officers who shall have signed any of the Bonds or whose facsimile signature shall appear thereon shall cease to be such officer of the Agency before the Bonds so signed have been actually sold and delivered, such Bonds may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed such Bonds had not ceased to hold such office. Any Bond may be signed on behalf of the Agency by such person who at the actual time of the execution of such Bond shall hold the proper office of the Agency, although at the date of such Bond such person may not have held such office or may not have been so authorized. The Agency may adopt and use for such purposes the facsimile signatures of any such persons who shall have held such offices at any time after the date of the adoption of this Resolution, notwithstanding that either or both shall have ceased to hold such office at the time the Bonds shall be actually sold and delivered. SECTION 2.12. Authentication. No Bond of any Series shall be secured hereunder or entitled to the benefit hereof or shall be valid or obligatory for any purpose unless there ghall be manually endorsed on such Bond a certificate of authentication by the Registrar or such other entity as may be approved by the Agency for such purpose. Such certificate on any Bond shall be conclusive evidence that such Bond has been dulyauthenticated and delivered under this Resolution. The form of such certificate shall be substantially in the form provided in Section 2.15 hereof. SECTION 2.13. Bonds Mutilated. Destroyed, Stolen or Lost In case any Bond shall become mutilated, or be destroyed, stolen or lost, the Agency may, in its discretion, issue and deliver, and the Registrar shall authenticate, a new Bond of like tenor as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond upon surrender and cancellation of such mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, and upon 17 the Holder furnishing the Agency and the Registrar proof of such Holder's ownerskip thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the Agency or the Registrar may prescribe-anr;;'paying sucI1 expenses as the Agency and the Registrar may incur. All Bonds so surrendered or otherwise substituted shall be cancelled by the Registrar. If any of the Bonds shall have matured or been called for redemption or be about to mature, instead of issuing a substitute Bond, the Agency may pay the same or cause the Bond to be paid, upon being indenmified as aforesaid, and if such Bond be lost, stolen or destroyed, without surrender thereof. Any such duplicate Bonds issued pursuant to this Section 2.13 Shall constitute original, additional contractual obligations on the part of the Agency whether or not the Iost, stolen or destroyed Bond be at any time found by anyone, and such duplicate Bond shall be entitled to equal and proportiouate benefits and rights as to lien on the Pledged Funds tothe same extent as all other Bonds issued hereunder and shall be entitled to the same benefits and security as the Bond so lost, stolen or destroyed. SECTION 2.14. Ne¢otiabilitv. InterchanCeabiliw and Transfer. The Bonds issued under this Resolution shall be and have all the qualities and incidents of negotiable instruments under the laws of the State of Florida, subject to the provisions for registration and transfer contained in this Resolution and in the Bonds. So long as any of the Bonds shall remain Outstanding, the Registrar shall keep on behalf of the Agency books for the registration and transfer of the Bonds. Upon surrender thereof at the office of the Registrar with a written instrument of transfer satisfactory to the Registrar, duly executed by the Holder thereof or such Holder's attorney-in-fact duly authorized in writing, Bonds may, at the option of the Holder thereof, be exchanged for an equal aggregate principal amount of registered Bonds of the same Series and maturity of any other authorized denominations. Each Bond shall be transferable only upon the books of the Agency, at the office of the Registrar, under such reasonable regulations as ~he Agency may prescribe, by the Holder thereof in person or by such Holder's attorney-in-fact duly authorizedin writing upon surrender thereof together with a written instrmnent of transfer satisfactory to the Registrar duly executed and guaranteed by the Holder or such Holder's duly authorized attorney-in-fact. Upon the transfer of any such Bond, the Agency shall issue, and cause to be authenticated, in the name of the transferee a new Bond or Bonds of the same aggregate principal amount and Series and maturity as the surrendered Bond. The Agency, the Registrar and any Paying Agent or fiduciary of the Agency shall deem and treat the Person in whose name any Outstanding Bond shall be registered upon the books of the Agency as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal, premium, if any, and interest on such Bond and for ali other purposes, and ail such payments so made to any such Holder or upon such Holder's order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid and neither the Agency nor the Registrar nor any Paying Agent or other fiduciary of the Agency shall be affected by any notice to the contrary. The Registrar, in any case where it is not also the Paying Agent in respect to any Series of Bonds, shall forthwith (a) following the 15th day of the calendar month next preceding an Interest Payment Date for such Series, (b) follov~mg the 15th day next preceding the date of first mailing of nolice of redemption of any Bonds of such Series, and (c) at any other time as reasonably requested 18 by the Paying Agent of such Series, certify and famish to such Pay~g Agent the names, addresses and holdings of Bondholders and any other relevant information reflected in the registration books. In all cases in which the privilege of exchanging Bonds or transferring Bonds is exercised, the Agency shall execute and the Registrar shall authenticate and deliver such Bonds in accordance with the provisions oft, his Resolution. Execution of Bonds by the Chair for purposes of exchanging, replacing or transferring Bonds may occur at or after the time of the original delivery of the Series of wh/ch such Bonds are a part. All Bonds surrendered in any such exchanges or transfers shall be cancelled by the Registrar. For every such exchange or transfer of Bonds, the Agency or the Registrar may make a charge sufficient to reimburse it for any tax, fee, expense or other governmental charge required to be paid with respect to such exchange or transfer. The Agency and the Registrar shall not be obligated to make any such exchange or transfer of anyBonds which shall have been selected for redemption or, in the case of any proposed redemption of Bonds, during the fifteen (15) days next preceding the date of selection of Bonds to be redeemed. SECTION 2.15. ~. Except for Capital Appreciation Bonds and Variable Rate Bonds, the form of which shall be provided by Supplemental Resolution, the Bonds shall be in substantially the following form with such omissions, insertions and variations as may be necessary and/or desirable and approved bythe Chair prior to the issuance thereof(which necessity and/or desirability and approval shall be evidenced conclusively by the Agency's delivery of the Bonds to the purchaser or purchasers thereof): [This space intentionally.blank] 19 No. R BOYNTON BEACH COMMLq',IITY RI~EVELOPMENT AGENCY TAX INCREMENT REVENUE BOND, SERIES_ Date of Interest Rate Maturity Date. Original Issue CUSIP Kegistered Holder: Principal Amount: KNOW ALL MEN BY THESE PRESENTS, that the Boynton Beach Community Kedevelopment Agency (the "Agency"), a public body corporate and politic created and existing under and by virtue of the laws of the State of Florida, for value received, hereby promises to pay, solely from the sources of payment hereinafter described, to the Registered Holder identified above, or registered assigns as hereinafter provided, the Principal Amount identified above on the Maturity Date identified above, subject to prior redemption as hereinafter provided, together with interest on such Principal Amount from the Date of Original Issue identified above or from the most recent interest payment date to which interest has been paid, at the Interest Rate per annum (calculated on the basis of a 360-day year oftwelve 30-day months) identified above on._ and of each year commencing ,_ until such Principal Amount shall have been paid or provided for. Such Principal Amount and interest and the premium, if any, on this bond are payable in any coin or currency of the United States of America which, on the respective dates of payment thereof, shall be legal tender for the payment of public and private debts. Such Principal Amount and the premium, if any, on this bond, are payable when due upon presentation and surrender hereof at the principal office Of .... as paying agent, or such other paying agent as the Agency shall hereatSer duly appoint (the "Paying Agent"). Payment of each installment of interest shall be made to the person in whose name this bond shall be registered on the registration books of the Agency maintained by .... as registrar, or such other regislrar as the Agency shall hereafter duly appoint (the "Registrar"), at the close of business on the date which shall be the 15th day (whether or not a Business Day) of the calendar month next preceding each interest payment date and shall be paid by a check or draft of the Paying Agent mailed to such Registered Holder at the address appearing on such registration books or, in the case of a Holder of at least $ 500,000 principal amount of Bonds (or of all Bonds if less than $500,000 shall be unpaid), and at the written request and expense of such Registered Holder, by bank wire transfer for the account of such Holder. In the event interest payable on this bond is not punctuallypaid or dulyprovided for bythe Agency on such interest payment date, payment of each installment of such defaulted interest shall be made to the person in whose name this bond shall be registered at the close of business on a special record date for the payment of such defaulted interest as established by notice sent by the Agency to such Registered Holder not less than ten (i0) days preceding such special record date. 20 This bond is one of an authorized issue of bonds of the Agency in the aggregate principal amount ors__ (the "Bonds") of like date, tenor and effect, except as to maturity date, interest rate,' denomination and number, issued unde~ithe'~uthority ofand in full compliance with the Constitution and laws of the State of Florida, particularly Chapter 163, Part Ill, Florida Statutes and other applicable provisions of law (the "Act"), and a resolution duly adopted by the Board of Commissioners of the Agency on December 6, 2004, as amended and supplemented (the "Resolution"), and is subject to all the terms and conditions of the Resolution. The principal of, a premium, if any, and interest on this bond are payable solely from and secured by a pledge of the Pledged Funds, as defined in and in the manner and to the extent described in the Resolution. It is expressly agreed by the registered Holder of this bond that the full faith and credit of the Agencyis not pledged to the payment of the principal of, premium, if any, and interest on this bond and that the registered Holder shall never have the fight to require or compel the exercise of the ad valorem taxing power of the Agency to the payment of such principal, premium or interest. This bond and the obligation evidenced hereby shall not constitute a lien upon anyproperty of the Agency, except the Pledged Funds, and shall be payable solely from the Pledged Funds in accordance with the terms of the Resolution. (INSERT REDEMPTION PROVISIONS) Notice of redemption, unless waived, is to be given by the Registrar by mailing an official redemption notice by first class marl, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption to the registered holders of the Bonds to be redeemed at such holders' addresses shown on the registration books maintained by the Registrar; provided, however, that no defect in any such notice to any registered holder of Bonds to be redeemed nor failure to give such notice to any such registered holder shall in any manner defeat the effectiveness ora call for redemption as to all other registered holders of Bonds to be redeemed. Notice of redemption having been given as aforesaid, the Bonds or portions of Bonds to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the Agency shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Any notice of redemption prepared and mailed as provided in the Resolution shall be conclusively presumed to have been duly given, whether or not the registered Holder receives the notice. This bond is transferable in accordance with the terms of the Resolution only upon the books of the Agency kept for that purpose at the office of the Registrar upon the surrender of this bond together with a written instrument of transfer satisfactory to the Registrar duly executed by the Registered Holder or such Holder's attorney duly authorized in writing, and thereupon a new bond or bonds in the same aggregate principal amount shall be issued to the transferee in exchange therefor, and upon the payment of the charges, if any, prescribed in the Resolution. The Agency, the Registrar and any Paying Agent shall treat the Registered Holder of this bond as the absolute owner hereof for ail purposes, whether or not this bond shall be overdue, and shall not be affected by any notice to the contra_ry. The Agency and the Registrar shall not be obligated to make any exchange or transfer of Bonds during the fifteen (I 5) days next preceding the date of selection of Bonds to be redeemed, or to make any exchange or transfer of Bonds selected for redemption. It is hereby certified and recited that all acts, conditions and prerequisites required to exist, to happen and to be performed precedent to and in connection with the issuance of this bond, exist, 21 have happened and have been performed, in regular and due form and time as required by the Constitution and laws of the State of Florida applicable thereto, and that the issuance of the Bonds does not violate any constitutional or statutory I~m~tat~ns or prowsmns. This bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been manually signed by the Registrar. IN WITNESS WHEREOF, Boynton Beach Commuaity Redevelopment Agency, has issued this bond and has caused the same to be executed by the manual or facsimile signature of its Chair as of the_ day of___, 20_ BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY By. Chair 22 CERTIFICATE OF AUTHENTICATION This bond is one of the Bonds 0f ga% issue desLt'ribed in the within-mentioned Resolution. DATE OF AUTHENTICATION: By: Registrar 23 The following abbreviations, when used in the inscription on the face of the within bond, shall be construed as though they were written out in fuI1 according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF T1LkNS M1N ACT -- (Cust.) Custodian for under Uniform Transfers to Minors Act of (State) Additional abbreviations may also be used though not in list above. 24 AS SIGNMENT FOR VALUE P~ECEIVED, the.UU~rsigned Sells, assigns and transfers unto Insert Social Security or Other Identifying Number of Assignee (Name and Address of Assignee). the within bond and does hereby irrevocably constitute and appoint _, as attorneys to register the transfer of the said bond on the books kept forregislrafion thereof with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the STAMP, SEMP or MSP signature guaranty medallion program. NOTICE: The signature to this assignment must correspond with the name of the Registered Holder as it appears upon the face of the within bond in every particular, without alteration or enlargement or any change whatever and the Social Security or other identifying number of such assignee must be supplied. SECTION 2.16. ~. The Series 2004 Bonds shall not be issued unless the City shall have executed and delivered to the Paying Agent the Guaranty. If at anytime the funds paid to the Paying Agent by the Agency for the payment of principal of and interest on the Series 2004 Bonds shall be insufficient for such purpose, the Paying Agent shall make demand on the City pursuant to the Guaranty for such funds. In the event the City shall make payment of principal of or interest on the Series 2004 Bonds pursuant to the Guaranty, the City shall be subrogated to the rights of the Holders of such Series 2004 Bonds to such payment, provided that any such rights of the City shall be subordinate to any rights of the Insurer to the extent that the Insurer shall have made payments pursuant to the Bond Insurance Policy. In the event the Insurer makes payment pursuant to the Bond Insurance Policy, any amounts subsequently received by the Paying Agent pursuant to the Guaranty shall be used to reimburse the Insurer for amounts owed to it. [End of Article ~ 25 ARTICLE I~I R~DE~TION OF~ONDS SECTION 3.01. Privilege of Redemption. Any Series of Bonds may be subject to redemption prior to maturity in the manner and on such date or dates as specified hereby or by a Supplemental Resolution adopted prior to the issuance of such Series of Bonds. The terms of this Article III shall apply to the redemption of Bonds to the extent not modified as to such Bonds by Supplemental Resolution. SECTION 3.02. Selection of Bonds to be Redeemed. The Bonds shall be redeemed only in the principal amount of $5,000 each and integral multiples thereof. For purposes of any optional redemption of less than all of the Outstanding Bonds of a Series, the amounts of the particular maturity or maturities to be redeemed shall be selected by the Agency. For purposes of any redemption of less than all of the Outstanding Bonds of a single maturity, the particular Bonds or portions of Bonds to be redeemed shall be selected by the Registrar by such method as the Registrar shall deem fair and appropriate and which may provide for the selection for redemption of Bonds or portions of Bonds in principal amounts of $5,000 and integral multiples thereof. If less than all of the Outstanding Bonds o fa single maturity are to be redeemed, the Registrar shall promptly notify the Agency and Paying Agent (if the Registrar is not the Paying Agent for such Bonds) in writing of the Bonds or portions of Bonds selected for redemption and, in the case of any Bond selected for partial redemption, the principal amount thereof to be redeemed. SECTION 3.03. Notice of Redemption. Unless waived by any Holder of Bonds to be redeemed, notice of any redemption of Bonds shall be given by the Registrar on behalf of the Agency by mailing a copy of an official redemption notice by first class mail, postage prepaid, at least thirty (30) days and not more than sixty (60) days prior to the date fixed for redemption to each Holder of Bonds to be redeemed at the address of such Holder shown on the registration books maintained by the Registzar. Every official notice of redemption shai1 be filed by the Registrar with the Paying Agent and shall be dated and shall state: (1) the redemption date, (2) the redemption price, (3) if less than ali Outstanding Bonds of a Series or maturity thereof are to be redeemed, the number (and, in the case of a partial redemption of any Bond, the principal amount) of each Bond of such Series or maturity to be redeemed, (4) that on the redemption date the redemption price wilI become due and payable upon each such Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue from and after said date, and (5) that such Bonds to be redeemed, whether as a whole or in part, are to be surrendered for payment of the redemption price plus accrued interest at the office of the Paying Agent. 26 A notice of redemption may be conditioned upon the availability of funds to pay the redemption price of the Bonds to be redeemed on the redemption date or upon satisfaction of other conditions precedent deemed desimble'l~y~[e Agency~and in such event, the notice of redemption shall expressly specify and state that it is subject to such condition(s). In the event that a conditional notice of redemption is given and in the event a condition precedent is not satisfied, such Bonds shall continue to be Outstanding as if such notice had not been given. ProvidEd, however, that in such event the P, egistrar shall on behalf of the Agency mail a notice to the Holders of the Bonds subject to such conditional notice stating that the condition to the call was not satisfied and that the Bonds shall remain Outstanding. Prior to any redemption date, the Agency shall deposit with the Paying Agent an amount of money sufficient to pay the principal of, premium, if any, and interest on all the Bonds or portions of Bonds which are to be redeemed on that date. The failure to give any notice of redemption, or any defect therein, shall not affect the validity of any proceedings for the redemption of any Bond with respect to which no such failure or defect has occurred. Any notice prepared and mailed as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. SECTION 3.04. l~edemption of Portions of Bnn,~. Any Bond which is to be redeemed only in part shall be surrendered at anyplace of payment specified in the notice of redemption (with due endorsement by, or written instrument of transfer in form satisfactory to the Kegistrar duly executed by, the Holder thereo for such Holder's attorney-in-fact duly authorized in writing) and the Agency shall execute and the Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds, of the same interest rate and maturity, and of any authorized denomination as requested by such Holder, in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bonds so surrendered. SECTION 3.05. Payment of Kedeemed Bonds. Official notice of redemption having been given substantially as aforesaid, the Bonds or portions of Bonds to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the Agency shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Registrar anddor Paying Agent at the appropriate redemption price, plus accrued interest. Each check or other transfer of funds issued by the Registrar and/or Paying Agent for the purpose of the payment of the redemption price of Bonds being redeemed shall bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. Installments of interest due on or prior to the redemption date shall be payable as herein provided for payment of interest. All Bonds which have been redeemed shall be cancelled by the Registrar and shall not be reissued. [End of Article 27 ARTICLE IV SECURITY, ~PECIAL BT/NDS AND APPLICATION TI~EREOF SECTION 4.01. Bonds Not to be Indebtedness 0fAgenc¥. The Bonds shall not be or constitute general obligations or indebtedness of the Agency within the meaning o f any constitutional or statutory provision, but shall be special obligations of the Agency, payable solely from and secured by a pledge of the Pledged Funds in accordance with the terms of this Resolution. The Agencymaycause any Series of Bonds to be payable from and secured by a Credit Facilityor a Bond Insurance Pohcy not applicable to any one or more other Series of Bonds. The Agency may, as further provided herein, cause one or more Series of Bonds to be payable from one or more subaccounts in the Reserve Fund, or to not be secured by any subaccount in the Reserve Fund. No Holder of any Bond or any Credit Bank or any Insurer shall ever have the right to compel the exercise of the ad valorem taxing power of the Agency to pay such Bond or be entitled to payment of such Bond from any moneys of the Agency except the Pledged Funds, in the manner provided hei'ein. SECTION 4.02. SecuriW for Bonds. The payment of the principal of and interest on the Bonds shall be secured forthwith equally and ratably by a pledge of the Pledged Funds; provided, however, a Series of Bonds may be further secured by a Credit Facility or any Bond Insurance Policy not applicable to any one or more other Series of Bonds, as shali be provided by Supplemental Resolution, in addition to the security provided herein. The Agency does hereby irrevocably pledge the Pledged Funds in the manner provided in this Resolution to the payment of the principal of, premium, if any, and interest on the Bonds. Provided that if the Agency is not in default in the performance of its obligations hereunder, the Agency may use any Tax Increment Revenues in excess of the mount necessary to be used to satisfy the Agency's obligations hereunder for any lawful purpose of the Agency. The pledge of the Tax Increment Revenues to the Series 2004 Bonds is on a parity with the pledge thereof to secure payment of the Parity Note. In addition, the pledge of the Tax Increment Revenues is subordinate to the pledge and assignment thereof pursuant to the A~ches Fundii~g Agreements. SECTION 4.03. Funds and Accounts. The Agency covenants and agrees to establish with one or more Authorized Depositories the following separate funds: (i) "Project Fund" (the "Project Fund"), (2) "Debt Service Fund" (the "Debt Service Fund"), and "Reserve Fund" (the "Reserve Fund"), and therein, a "2004 Subaccount" which shall jointly secure all Series of Bonds, unless under the provisions of the Supplemental Resolution(s) author/zing one ormore Series of Bonds, such Series of Bonds is or are not to be secured by a subaccount in the Reserve Fund or is or are to be separately secured by a separate subaccount in the Reserve Fund, in which case a separate subaccount in the Reserve Fund may secure only such Series of Bonds. The Agency shall at any time and from time to time appoint one or more Authorized Depositories to hold, for the benefit of the Agency and/or the Bondholders, any one or more of the 28 funds and accounts estabhshed hereby. Such depository or depositories shall perform at the direction of the Agency the duties of the Agencyin depositing, trans fening and disbursing moneys to and from each of such funds and accounts as here'mle~ forth, andhll records of such depository in performing such duties shall be open at all reasonable times to inspection by the Agency and its agents and employees. SECTION 4.04. Proiect Fund. The Agency shall establish within the Project Fund a separate account for each Series of Bonds the proceeds of which are to be deposited in whole or in part in the Project Fund. Moneys in each account of the Project Fund, until applied in payment of any item of the Cost of a Project, shall be held in trust by the Agency and shall be subject to a lien and charge in favor of the Holders of the Series of Bonds the proceeds of which were deposited in such account and held for the further security of such Holders. There shall be paid into the Project Fund the amounts required to be so paid by the provisions of this Resolution or Supplemental Resolution, and there may be paid into the Project Fund, at the option of the Agency, any moneys received for or in connection with a Project by the Agency from any other source. The Agency may make disbursements or payments from the account in the Project Fund to pay the Cost of the Project for which such account was established. Promptly after the date of the completion of a Project, and after paying or making provisions for the payment of all unpaid items of the Cost of such Project, the Agency shall deposit in the following order of priority any balance of moneys remaining in the applicable account of the Project Fund in (1) another account of the Project Fund established in connection with another Series of Bonds for which the Authorized Agency Officer has stated that there are insufficient moneys present to pay the Cost of the related Project, (2) one or more subaccounts in the Reserve Fund, to the extent of a deficiency therein, and (3) (i) the Debt Service Fund or (ii) such other fund or account of the Agency, includin~ those established hereunder, as shall be determined by the Board of Commlssioners, provided the Agency has received an opinion of Bond Counsel to'.the effect that such transfer to such other fund or account .shallnot adversely affect the exclusion, if any, of interest on the Bonds from gross income for federal income tax purposes. SECTION 4.05. Debt Service Fund; Reserve Fund (A) Subject to Sections 4.01 and 4.02 hereof, the Agency shall deposit into or credit to the Debt Service Fund mounts sufficient to provide for the payment ofphncipal and interest due on the Bonds as the same shallbecome due and .payable. Moneys in the Debt Service Fund shall be applied by the Agency to pay the principal of and ~nterest on the Bonds as and when the same shall become due and payable, or to reimburse a Credit Bank for amounts drawn for such purpose, and for no other purpose. Subject to Sections 4.01 and 4.02 hereof, the Agency shall adjust the amount on deposit in the Debt Service Fund no later than the fifth (5th) day preceding any Interest Payment Date or principal payment date so as to provide sufficient moneys in the Debt Service Fund to pay the debt service on the Bonds becoming due on such Interest Payment Date or principal payment date. (B) If for any reason there shall be a deficiency in any subaccount of the Reserve Fund, subject to Section 4.0i, 4.02 and 4.05(A) hereof, the Agency shall deposit into or credit to each subaccount of the Reserve Fund such sum, if any, as will be sufficient to restore in not more than 12 months the funds on deposit therein to an amount equal to the Reserve Fund Requirement therefor, including the reinstatement of any Reserve Fund Insurance Policy or Reserve Fund Letter of Credit 29 on deposit therein or the cash replacement thereof. In the event the amounts available for such purpose shall be insufficient to make al1 payments required by the preced/ng sentence, the available amount shall be prorated among the vari6us~oubaccoun~ in the Reserve Fund in the same proportion that the Res erve Fund Requirement for each sub ac count b ears to the total Re serve Fund Requirement for ail such subaccounts. On or prior to each pffmcipal payment date and Interest Payment Date for the Bonds, moneys in each subaccount of the Reserve Fund shall be appl/ed by the Agency to the payment of the principal of and interest on the Series of Bonds to which such subaccount relates to the extent moneys in the Debt Service Fund shall be insufficient for such purpose. Whenever upon valuation (see Section 4.07) of any subaccount of the Reserve Fund there shall be moneys in any subaccount of the Reserve Fund in excess of the Reserve Fund Requirement therefor, such excess moneys shall be deposited by the Agency into the Debt Service Fund. Upon the issuance of any Series of Bonds, under the terms, limitations and conditions as herein provided, the Agency may provide for the funding ofa subaccount in the Reserve Fund in an amount equal to the Reserve Fund Requirement, if any, for such Series. Whenever moneys on deposit in a subaccount of the Reserve Fund, together with the available amounts in the Debt Service Fund, are sufficient to fully pay ail Outstanding Bonds (including principal and interest thereon) of the Series secured by such subaccount in accordance with their terms, the funds on deposit in such subaccount may be applied to the payment of such Series of Bonds. Notwithstanding the foregoing provisions, with the written consent of each Insurer, if any, of the Series of Bonds secured thereby, in lieu of the required deposits into a subaccount of the Reserve Fund, and/or in substitution for money on deposit in a subaccount of the Reserve Fund, the Agency may, at its sole option and discretion, cause to be deposited a Reserve Fund Insurance Pol/cy and/or Reserve Fund Letter of Credit in an amount equal to the difference between the Reserve Fund Requirement applicable thereto and the sums then on deposit in such subaccount of the Reserve Fund, if any, and, in the case of a substitution of a Reserve Fund Insurance Policy and/or Reserve Fund Letter of Credit for moneyon deposit in such subaccount of the Reserve Fund, the Agency may withdraw money from such subaccount of the Reserve Fund in excess of the Reserve Fund Requirement and may use such money for any lawful purpose provided the Agency first obtains an opinion of Bond Counsel that such use is permitted and will not, in and of itself, adversely affect the exclusion from gross income of interest on any Bonds other than any Taxable Bonds. Such Reserve Fund Insurance Policy and/or Reserve Fund Letter of Credit shall be payable to the Paying Agent for such S eries (upon the giving o fnotice as required thereunder) on anyinterest payment or redemption date on which a deficiency exists which cannot be cured by funds in any other fi,md or account held pursuant to this Resolution and available for such purpose. If five (5) days prior to any date on which principal or interest is due to be paid on the Bonds, the Agency shall determine that a deficiency exists in the amount of moneys available to pay in accordance with the terms hereof interest and/or principal due on Bonds on such date, the Agency shall immediately notify (a) the issuer of the appl/cable Reserve Fund Insurance Policy and/or the Issuer of the Reserve Fund Letter of Credit, and (b) the Insurer, if any, of the amount of such deficiency and the date on which suchpayment is due, and shall take ali action to cause such Agency or Insurer to provide moneys sufficient to pay all amounts of principal and interest due on such date. 30 Ifa disbursement is made from a Reserve Fund Insurance Policy and/or Reserve Fund Letter of Credit provided pursuant to this Section 4.05 (B), the Agency shall reinstate the maximum limits of such Reserve Fund Insurance Poli,¢y ~a~td/or Rede Fund Letter of Credit following such disbursement from moneys becoming available in the applicable subaccount of the Reserve Fund, by depositing funds in the amount of the disbursement made under such instrument with the Agency thereof. In addition, after the amount on deposit in the applicable subaccount of the Reserve Fund equals the Reserve Fund Requirement therefor, the Agency shall reimburse the issuer of the Reserve Fund Insurance Policy and/or the Issuer of the Reserve Fund Letter of Credit for interest and all reasonable expenses incurred by such issuer in connection with the draw on such Reserve Fund Insurance Policy or the Reserve Fund Letter of Credit, as the case may be, if the Agency is so obligated under the terms of the Reserve Fund Insurance Policy, or Reserve Fund Letter of Credit. The Agency may evidence its obligation to reimburse the issuer of any Reserve Fund Letter of Credit or Reserve Fund Insurance Policy by executing and delivering to such issuer a promissory note or other written evidence thereof, provided, however, any such note or written evidence (a) shall not be.a general obligation of the Agency the payment of which is secured by the full faith and credit or taxing power of the Agency, and (b) shall be payable solely from moneys available in the applicable subaccount of the Reserve Fund in accordance with the provisions of this Section 4.05(B). SECTION 4.06. Rebate Fund. There is hereby ordered established with an authorized depository a fund to be known as the "Rebate Fund" and therein an account to be known as the "Series 2004 Account." If so provided by Supplemental Resolution with respect to any Series of Bonds, the Agencymay establish a separate account in the Rebate Fund. Amounts on deposit in any account in the Rebate Fund shall be held in trust by the Agency and used solely to make required payments to the United States Treasury (except to the extent the same may be transferred to the Debt Service Fund) and the Bondholders shall have no right to have the same applied for debt service on the Bonds. The Agencyagrees to undertake all actions required of it pursuant to Section 5:12 hereof, including, but not limited to: (1) making a determination in accordance with the Code of the amount necessary to be deposited in the Rebate Fund; (2) depositing into the Rebate Fund from Pledged Funds or from other moneys of the Agency legally available for such purpose the amount determined in clause (I) above; (3) paying on the dates and in the manner required by the Code to the United States Treasury from the Rebate Fund and any other legally available moneys of the Agency such amounts as shall be required by the Code to be rebated to the United States Treasury; and (4) keeping such records of the determinations made pursuant to this Section 4.06 as shall be required by the Code, as well as evidence of the fair market value of any investments purchased with proceeds of the Bonds of the Series of which such accounts were created. If at any time the Agency shall determine that the amount on deposit in the Rebate Fund exceeds the amount necessary to be on deposit therein to satisfy the foregoing covenants of the Agency, the Agency may use all or a portion of the amount on deposit in the Rebate Fund for any lawful purpose of the Agency. 31 SECTION 4.07. Investments. All funds and accounts hereunder shall be continuously secured in the manner by which the deposit of public funds are authorized and requ/red to be secured by the laws of the State. Moneys on deposit ~ the Rese~e Fund, Project Fund, the Rebate Fund and the D cbt Service Fund may be invested and reinvested/fi Authorized Investments maturing not later than the date on which the moneys therein will be needed. Any and ail income received by the Agency fi:om the investment of moneys in the funds and accounts established pursuant to this Resolution shalI be retained in such respective fund or account unless otherwise requked by applicable law, provided that income receivedby the Agency from the investment of moneys in any subaccount of the Reserve Fund to the extent the amount therein is greater than the Reserve Fund Requirement shall be deposited in the Debt Service Fund. Nothing contained in th/s Resolution shall prevent any Authorized Investments acquired as investments of or security for funds held under this Resolution from being issued or held in book-entry form on the books of the Department of the Treasury of the United States. All investments shall be valued at their fair market values. Amounts in the Reserve Fund shall be valued on each Interest Payment Date after the payments due on the Bonds on such date shall have been made. SECTION 4.08. S enarate Accounts. The moneys required to be accounted for in each of the foregoing funds and accounts established herein maybe deposited in a single bank account, and funds allocated to the various funds and accounts established herein may be invested in a common investment pool, provided that adequate accounting records are maintained to reflect and control the restricted allocation of the moneys on deposit therein and such investments for the various purposes of such funds and accounts as herein provided. The designation and establishment of the various funds and accounts in and by this Resolution shall not be construed to require the establishment of any completely independent, self- balancing funds as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an earmarking of certain revenues for certain purposes and to establish certain priorities for application of such revenues as herein provided. [End of Article IV] 32 ARTICLE V SUBORDDTfi.TED/NDBBTEDNESS ADDITIONAL BONDS, AND COVENANTS OF AGENCY SECTION 5.01. Subordinated Indebtedness. The Agency will not issue any other obligations, except under the conditions and in the manner provided herein, payable from the Pledged Funds or voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge having priority to or being on a parity with the lien thereon in favor of the Bonds and the interest thereon. The Agency may at any time or from time to time issue evidences of indebtedness that are not Additional Bonds and that are payable in whole or in part out of the Pledged Funds and which may be secured by a pledge of the Pledged Funds; provided, however, that such pledge shall be, and shall be expressed to be, subordinated in all respects to the pledge of the Pledged Funds created by this Resolution. The Agency shall have the right to covenant with the holders from time to time ofeny Subordinated Indebtedness to add to the conditions, limitations and restrictions under which any Additional Bonds may be issued pursuant to Section 5.02 hereofi SECTION 5.02. Issuance of Additional Bonds. NO Additional Bonds, payable from the Pledged Funds on a parity with the Bonds then Outstanding pursuant to this Resolution, shall be issued except upon the conditions and in the manner herein provided. For so long as any Series 2004 Bonds shall be Outstanding, no Variable Rate Bonds maybe issued without the prior written consent of the Insurer of the Series 2004 Bonds. The Agency may issue one or more Series of Additional Bonds for any purpose permitted by law. with: No Additional Bonds shall be issued or incurred unless the following conditions are complied (A) The Agency shall certify that it is current in all deposits into the various funds and accounts established hereby and all payments theretofore required to have been deposited or made by it under the prov/sions of this Resolution and has complied with the covenants and agreements of this Resolution. (B) The Agency shall certify that the amount of Tax Increment Revenues adjusted as provided in Section 5.02(E) hereof for the immediately preceding Fiscal Year or any twelve (12) .consecutive months selected by the Agency of the eighteen (18) months immediately preceding the msuance of such Additional Bonds, as the case may be, minus any payments required to be made pursuant to the Arches Funding Agreements during such period, equals at least 1.50 times the Maximum Debt Service Requirement for all Outstanding Bonds, the ParityNote and such Additional Bonds then proposed to be issued, and that no Event of Default has occurred, or if an Event of Default has occurred, that it shall have been cured. (C) In computing the Maximum Debt Service Requirement for purposes of this Section 5.02, the interest rate on outstanding Variable Rate Bonds, and on any additional parity Variable Rate Bonds then proposed to be issued, shall be deemed to be the greater of (i) the actual rate of interest borne by such Variable Rate Bonds on the date of calculation and (ii) the lesser of (a) the Maxim,un Interest Rate appl/cable thereto and (b) the average of The Bond Buyer 20 Revenue Bond Index for a period of 52 consecutive weeks selected.by the Agency ending not more than sixty days prior to the date of issuance of such Variable Rate Bonds. In addition, in connection with the 33 issuance of any Variable Rate Bonds, at the time of issuance of such Variable Rate Bonds, the Maximum Interest Rate applicable thereto shall be established. (D) For the purposes of this Section 5.02, the phrase "immediately preceding Fiscal Year or any twelve (12) consecutive months selected by the Agency of the eighteen (18) months immediately preceding the issuance of such Additional Bonds" shall be sometimes referred to as "twelve consecutive months." (E) If the Agency, prior to the issuance of the proposed Additional Bonds but not prior to the beginnirtg of such twelve consecutive months, shall have expanded the geographic boundaries of the area from which the Tax Increment Revenues are received, the Tax Increment Revenues for the twelve consecutive months shall be adjusted to show the Tax Increment Revenues which would have been derived in such twelve consecutive months if such expanded boundary had been in effect during all of such twelve consecutive months. (F) Except as otherwise provided herein, Additional Bonds shall be deemed to have been issued pursuant to this Resolution the same as the Outstanding Bonds, and allofthe other covenants and other provisions of this Resolution (except as to details of such Additional Bonds inconsistent therewith) shall be for the equal benefit, protection and security of the Holders of all Bonds issued pursuant to this Resolution; provided, however, any Supplemental Resolution authorizing the issuance of Additional Bonds may provide that any of the covenants herein contained will not be applicable to such Additional Bonds, provided that such provision shall not, m the opinion of Bond Counsel, adversely affect the rif. Jats of any Bonds which shall then be Outstanding. Except as expressly provided herein or in a Supplemental Resolution, all Bonds, regardless of the time or times of their issuance, shall rank equallywith respect to their lien on the Pledged Funds and their sources and security for payment therefrom without preference of any Bonds over any other; provided, lmwever, that the Agency shall include a provision in any Supplemental Resolution authorizing the issuance of Variable Rate Bonds pursuant to this Section 5.02 that in the event the principal thereof is accelerated due to such Bonds being held by the issuer of a Credit Facility, the lien of such Bonds on the Pledged Funds shall be subordinate in ali respects to the pledge~ofthe Pledged Funds created by tiffs Resolution. (G) In the event any Additional Bonds are issued in whole or in part for the purpose of refunding any Bonds then Outstanding, the conditions of Section 5.02(B) shall not apply, provided that the issuance of such Additional Bonds shall not result in an increase in the aggregate amount of principal of and interest on the Outstanding Bonds becoming duein the current Fiscal Year or any subsequent Fiscal Years. The conditions of Section 5.02(B) hereof shall apply to Additional Bonds issued to refund Subordinated Indebtedness and to Additional Bonds issued for refunding purposes which cannot meet the conditions of this paragraph. SECTION5.03. Bond Anticipation Notes. The Agency mayissue notes in anticipation of the issuance orB onds which shall have such terms and details and be secured in such manner, not inconsistent with this Resolution, as shall be provided by resolution of the Agency. SECTION 5.04. Accession of Subordinated Indebtedness to Parity Status with Bonds. The Agency may provide for the accession of Subordinated Indebtedness to the status of complete parity with the Bonds, if the Agency shall meet all the requirements imposed upon the issuance of Additional Bonds by Section 5.02 hereof, assuming, for purposes of said requirements, that such 34 Subordinated Indebtedness shallbe Additional Bonds. If the aforementioned conditions are satisfied, the Subordinated Indebtedness shall be deemed to have been issued pursuant to this Resolution the same as the Outstanding Bonds, and such Si~bordinatSd~indebtedness shall be considered Bonds for all purposes provided in this Resolution. SECTION 5.05. ~. The Agency shall annually prepare and adopt an Annual Budget in accordance with applicable law. The Agency shall mail copies of such Annual Budgets and amended Annual Budgets to any Holder who shall file an address with the Executive Director and request in writing that copies of all such Annual Budgets be furnished to such Holder. The Agency shall be permitted to make a reasonable charge for furnishing to any Holder such Annual Budgets. SECTION 5.06. Redevelooment Trust Fund: Compliance With Laws. The Agency covenants to deposit all tax increment revenues received by it in the redevelopment trust fund as required by the Act. The Agency covenants that at the end of each Fiscal Year, any amount in the redevelopment trust fund that is not to be used for a purpose described in Section 163.387(7)(b) or (d) shall be set aside in a separate escrow designated within the redevelopment trust fund and used for a purpose described in Secl/on 163.387(7)(c). The Agency shall comply in all respects with applicable law, including Chapter 163, Part III, Florida Statutes, and will take all lawful action within its power to enable and cause it to receive the tax increment revenues as provided in the Act. SECTION 5.07. Books and Records. The Agency will keep books, records and accounts of the receipt of the Pledged Funds in accordance with generally accepted accounting principles, and any Credit B mnk~ Insurer, or Holder of any Bonds Outstanding or the duly authorized representatives thereof shall have the fight at all reasonable times to inspect all books, records and accounts of the Agency relating thereto. The Agency covenants that within one year after the close of each Fiscal Year it w/Il cause to be prepared and filed with the Executive Director and mailed to all Credit Banks, Insurers and Holders who shall have filed their names and addresses with the Executive Director for such purpose a statement setting forth in respect of the preceding Fiscal Year: (A) the amount of the Pledged Funds received in the preceding Fiscal Year; (B) the total amounts deposited to the credit of each fund and account created under the provisions of this Resolution; (C) the principal amount of all Bonds issued, paid, purchased or redeemed; and (D) the amounts on deposit at the end of such Fiscal Year to the credit of each such fund or account. SECTION 5.08. Annual Audit. The Agency shall, within one year after the close of each Fiscal Year, cause the financial statements of the Agency to be properly audited by a recognized independent firm of certified public accountants, and shall require such accountants to complete their report of such Annual Audit in accordance with applicable law. A copy of each Annual Audit shall regularly be furnished to any Credit Bank, to any Insurer and to any Holder who shall have furnished an address to the Executive Director and requested in writing that the same be fim3.ished to such Holder. The Agency shall be permitted to make a reasonable charge for furnishing to any Holder such Annual Audit. SECTION 5.09. No Imvairment. The pledging of the Pledged Funds in the manner provided herein shall not be subject to repeal, modification or impairment by any subsequent ordinance, resolution or other proceedings of the Board of commissioners. 35 SECTION 5. i 0. Covenants with Credit Banks and Insurers. The Agency may make such covenants as it may in its sole discretion, determine to be appropriate with any Insurer, Credit Bank or other financial institution that §ha~*i agree to il~sure or to provide for Bonds of any one or more Series credit or liquidity support that shall enhance the security or the value of such Bonds. Such covenants may be set forth in the applicable Supplemental Resolution and shall be binding on the Agency, the Registrar, the Paying Agent and all the Holders of Bonds the same as if such covenants were set forth in full in this Resolution. SECTION 5.1 i. Federal Income Tax Covenants; Taxable Bonds. (A) The Agency covenants with the Holders of each Series of Bonds (other than Taxable Bonds), that it shall not use the proceeds of such Series of Bunds in anymanner which would cause the interest on such Series of Bonds to be or become includable in the gross income of the Holder thereof for federal income tax purposes. (B) The Agency covenants with the Holders of each Series of Bonds (other than Taxable Bonds) that neither the Agency nor any Person under its control or direction will knowingly make any use of the proceeds of such Series of Bonds (or amounts deemed to be proceeds under the Code) in any mamner which would cause such Series of Bonds to be arbitrage bonds within the meaning of Sectiun 148 of the Code, and neither the Agency nor any such other Person shall knowingly do any act or fail to do any act which would cause the interest on such Series of Bonds to become includable in the gross income of the Holder thereof for federal income tax purposes. Specifically, without intending to limit in any way the generality of the foregoing, the Agency covenants and agrees: (1) to pay to the United States of America from amounts in the Rebate Fund and from any other legally available fonds, at the times required pursuant to Section 148 (f) of the Code, the excess of the amount earned on ali non-purpose investments (as defined in Section 148(f)(6) of the Code) (other than investments attributed to an excess described in this se ~ntence) over the amount winch would have been earned if such non-purpose investments were invested at a rate equal to the yield on the Bonds, plus any income attributable to such excess (the "Rebate Amount"); (2) to maintain and retain all records pertaining to and to be responsible for making or causing to be made all determinations and calculations of the Rebate Amount and required paYments of the Rebate Amount as shall be necessary to comply with the Code; (3) to refrain from using proceeds from the Bonds in a manner that would cause the Bonds or any of them, to be classified as private activity bonds under Section 141 (a) of the Code; and (4) to take any action that would prevent, and to refrain from taking any action that would cause, the Bonds, or anyofthem, to become arbitrage bonds under Section 103(b) and Section 148 of the Code. The Agency understands that the foregoing covenants impose continuing obligations on the Agency to comply with the requirements of Section 103 and Part IV of Subchapter B of Chapter 1 of the Code so long as such requirements are applicable. 36 Unless otherwise specified in a Supplemental Resolution, the Agency shall designate a certified public accountant, Bond Counsel, or other professional consultant having the skill and expertise necessary (the "Rebate AnalYS~")~6 make an?~tnd all calculations required pursuant to this Section regarding the Rebate Amount. Such calculation shall be made in the manner and at such times as specified in the Code. The Agency shall engage and shall be responsible for paying the fees and expenses of the Rebate Analyst. (C) The Agency may, if it so elects, issue one or more Series of Taxable Bonds, the interest on which is includible in the gross income of the Holder thereof for federal income taxation purposes, so long as each Bond of such Series states in the body thereof that interest payable thereon is subj oct to federal income taxation and provided that the issuance thereof will not cause the interest on any other Bonds theretofore issued hereunder to be or become/ncludable in the gross income of the Holder thereof for federal income tax purposes. The covenants set forth/n subsections (A) and (B) of this Section 5.11 shall not apply to any Taxable Bonds. SECTION 5.12. Nonoresentment of Bonds: Disoosition of Unclaimed Money. In the event any Bond shall not be presented for payment when the principal thereof becomes due, either at maturity, or otherwise, if funds sufficient to pay any such Bond shall have been made available to any Paying Agent for the benefit of the Holder thereof, all 1/ability of the Agency to the Holder thereof for the payment of such Bond shall forthwith cease, determine and be completely discharged, and thereupon it shall be the duty of such Paying Agent to hold such fimds, without liability for interest thereon, for the benefit of the Holder of such Bond, who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on the part of such Holder under this Resolution or on, or with respect to, such Bond. Any moneys so deposited with and held by such Paying Agent for the payment of Bonds not so claimed within seven years after the date the payment of such Bonds shall have become due, whether at maturity or otherwise, shall be presumed abandoned and shall be returned to the Agency, and the Agency shall comply with the provisions of Chapter 717, Florida Statutes, or any successor thereof, in respect of such moneys. SECTION 5.13. Continuing Disclosure Comoliance. The Agencyhereby covenants and agrees that, so long as any of the Series 2004 Bonds remain outstanding, it will provide, in a manner consistent with Rule 15c2-I2 of the Securities and Exchange Commission (the "Rule") (a) to each nationally recognized municipal securities information repository ("NRMSIR") and to the appropriate depository designated by the State of Florida ("SID") if any, (i) on or before one year after each fiscal year end, financial information and operating data of the Agency, and for so long as the City is a guarantor of the Series 2004 Bonds pursuant to the Guaranty, 0fthe City, for such fiscal year of the type included in the Official Statement for the Series 2004 Bonds, including, but not necessarily limited to the operating data contained under the caption "SECURITY AND SOURCES OF PAYMENT-Tax Increment Revenues and -The City Guaranty" and (ii) if not submitted as part of the annual financial information pursuant to (i), then, when and if available, audited financial statements of the Agency, and for so long as the City is a guarantor of the Series 2004 Bonds pursuant to the Guaranty, of the City, prepared in accordance with generally accepted accounting principles; Co) in a timely manner, to each NRMSIR or the Municipal Securities Rulemaking Board ("MSRB"), and to the appropriate SID, if any, written notice of the occurrence of any of the following events with respect to the Series 2004 Bonds, if mater/al: (i) principal and interest payment delinquencies; (ii) non-payment related defaults; (iii) unscheduled draws on debt service reserves reflecting financial difficulties; (iv) unscheduled draws on credit enhancements reflecting financial difficulties; (v) adverse tax opinions, or events affecting the tax-exempt status 37 of the security; (vi) modifications to rights of security holders; (vii) any call of the Series 2004 Bonds for redemption other than mandatory sinking fund redemptions of Term Bonds; (viii) defeasances; (ix) release, substitution, or sale o fprop~rty~'ecuring thC, repayment of the securities; (x) substitution of credit or liquidity providers, or their failure to perform; (xi) rating changes; (xii) any change in the fiscal year of the Agency; (c) in a timely manner, to each NRMSIR or the MSPd3, and to the appropriate SID, if any, written notice ora failure of the Agency to provide the financial information described in (a)(i) above, on or before the date specified above, and (d) any other information required to be disclosed to any person to whom it is required to be disclosed by the Rule. Notwithstanding the provisions of the preceding paragraph, any filing under the preceding paragraph may be made soiely by transmitting such filing to the Texas Municipal Advisory Council (the "MAC") as provided at http://www, disclosureusa, org unless the United States Securities and Exchange Commission has withdrawn the interpretive advice in its letter to the MAC dated September 7, 2004. The Agency also covenants to promptly provide a copy of the above information to the Paying Agent, each Insurer and the Original Purchaser of the Series 2004 Bonds. The Paying Agent shall provide such information to any requesting Bondholder of the Series 2004 Bonds and any requesting Beneficial Owners, provided that the Paying Agent shall be entitled to charge such requesting Bondholder or Beneficial Owner an amount sufficient to reimburse the itself for costs incurred for copying and shipping such information. The foregoing covenants shall run to the benefit of the Series 2004 Bondholders and the Beneficial Owners. However, failure to meet the covenants set forth in this Section 5.15 shall not be deemed to constitute an Event of Default or a breach of any other covenant under this Resolution or any Supplemental Resolution and the sole remedy for such a default or breach shall be as described in the next paragraph. The Bondholder of any Series 2004 Bond or any Beneficial Owner may either at law or in equity, by suit, action, mandamus or other proceeding in any court or competent jurisdiction, protect and enforce any and all rights granted or contained in this Section 5.1i 4 and may enforce any compel the performance of ail duties required hereby to be performed by the Agency or by any officers thereof. Notwithstanding the foregoing, the enforcement of the covenants contemplated hereby shall not affect the validity or enforceability of the Series 2004 bonds. Notwithstanding any other provision of this Resolution, this Section 5. i4 may be amended only as follows: (a) the amendment may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of the Agency or the type of business conducted by the Agency; (b) the provisions of this Section 5.14, as amended, would have complied with the requirements of Rule 15c2-12 of the Securities and Exchange Commission as in effect as of the date of issuance of the Series 2004 Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) the amendment does not materiallyimpair theinterest of the Series 2004 Bondholders and/or Beneficial Owners as determined by an opinion of Bond Counsel delivered to the Agency, or by approving vote of the Beneficial Owners of the Series 2004 Bonds at the time of the amendment. In the event of any amendment hereto, the annual financial information provided subsequent to such amendment shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided by the 38 Agency. If the amendment affects the accounting principles to be followed in preparing financial statements of the Agency, the annual financial information for the year in wkich the change is made must present a comparison between the'fi~Ificial stat~nh~ents or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison must include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information, in order to provide information to investors to enable them to evaluate the abilityofthe Agency to meet its obligations. To the extent reasonably feasible, the comparison should also be quantitative. A notice of the change in the accounting principles must be sent to each NRMSIR or the MSRB and the appropriate SIX), if any. [End of Article VI ARTICLE VI DEFAULTS AND REMEDIES SECTION 6.01. of Default hereunder: Events of Default. The following events shall each constitute an Event (A) Default shall be made in the payment ofthe principal ofor interest on anyBond when due. (B) There shall occur the dissolution or liquidation of the Agency, or the filing by the Agency of a voluntary petition in bankruptcy, or the cornm~ssion by the Agency of any act of bankruptcy, or adjudication of the Agency as bankrupt, or assignment bythe Agency for the benefit of its creditors, or appointxnent of a receiver for the Agency, or the entry by the Agency into an agreement of composition with its creditors, or the approval by a court of competent jurisdiction of a petition applicable to the Agency in any proceeding for its reorganization instituted under the provisions of the Federal Bankruptcy Act, as amended, or under any similar act in any jurisdiction ' which may now be in effect or hereafter enacted. (C) The Agency 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 Agency to be performed, other than Section 5.15 hereof, and such default shall continue for a period of thirty (30) days after written notice of such default shall have been received fi.om any Insurer or the Holders of not less than twenty-five percent (25%) of the aggregate principal amount of Bonds Outstanding or any Credit Bank. Notwithstanding the foregoing, the Agency shall not be deemed in default hereunder if such default cannot be cured within such thirty (30) days, but can be cured within a reasonable period of time, if the Agencyin good faith institutes curative action and diligently pursues such action until the default has been corrected. SECTION 6.02. Remedies. Any Holder of Bonds issued under the provisions of this /~-esolution or any trustee or receiver acting for such Bondholders may either at law or in equity, by suit, action, mandamus or other proceedings in any court of competent jurisdiction, protect and enforce any and ali rights under the laws of the State, or granted and contained in this Resolution, and may enforce and compel the performance of all duties required by this Resolution or by any 39 applicable statutes to be performed by the Agency or by any officer thereof. This paragraph shall not be deemed to be a waiver by the Agency of its venue rights. Subject to Section 6.07 hereof, Upon the occurrence of an Event of Default, the Holders of not less than a mai ority in aggregate principal amount o fthe Bunds then Outstanding may by written notice to the Agency declare the principal of the Bonds to be immediately due and payable, whereupon that portion of the principal of the Bonds thereby coming due and the interest thereon accrued to the date of payment shall, without further action, become and be immediately due and payable. The Holder or Holders of not less than a majorityin aggregate principal amount of the Bonds then Outstanding may by a duly executed certificate in writing appoint a I/tastee for Holders of Bonds issued pursuant to this Resolution with authority to represent such Bondholders in any legal proceedings for the enforcement and protection of the rights of such Bondholders and such certificate shall be executed by such Bondholders or their duly authorized attorneys or representatives, and shall be filed in the office of the Executive Director. Notice of such appoinmaent, together with evidence of the requisite signatures of the Holders of not less than a majority in aggregate principal amount of Bonds Outstanding and the trust instrument under which the trustee shall have agreed to serve shall be filed with the Agency and the trustee and notice of appointment shall be given to all Holders of Bonds in the same manner as notices of redemption are given hereunder. The Holders of not less than a majority in aggregate principal amount of all the Bonds then Outstanding may remove the trustee initially appointed and appoint a successor and subsequent successors at any time. sECTION 6.03. Directions to Trustee as to Remedial Proceedings. The Holders of a majority in principal amount of the Bonds then Outstanding (or any Insurer insuring, or any Credit Bank providing a Credit Facihty for, any then Outstanding Bonds) have the right, by an instrument or concurrent instruments in writing executed and delivered to any trustee appointed pursuant to Section 6.02 hereof, to direct the method and place of conducting all remedial proceedings to be taken by any trustee hereunder, provided that such direction shall not be otherwise than in accordance with law or the prov/sions hereof, and that such trustee shal/have the right to decline to follow any such direction which in the opinion of such trustee would be unjustly prejudicial to Holders of Bonds not part/es to such direction. SECTION 6.04. Remedies Cumulative. No remedy herein conferred upon or reserved to the Bondholders is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. SECTION 6.05. Waiver of Default. No delay or omission of any Bondholder to exercise any right or power accruing upon any default shalI impair any such right or power or shall be construed to be a waiver of any such default, or an acquiescence therein; and every power and remedy given by Section 6.02 of this Resolution to the Bondholders may be exercised from time to time, and as often as may be deemed expedient. SECTION 6.06. Application of Monevs After Default Iran Event of Default described in Section 6.01(A) or (B) shall happen and shall not have been remedied, the Agency or a court-appointed trustee or receiver shall apply ail Pledged Funds as follows and in the following order: 40 (A) To the payment of the reasonable and proper charges, expenses and liabilities of the trustee or receiver, Registrar and Paying Agent (if not the Agency) hereunder; and (B) To the payment of the principal of, premium, if any, and interest then due on the Bonds, as follows: (i) Unless the principal of all the Bonds shall have become due and payable, all such moneys shall be applied: FIRST: to the payment to the Persons entitled thereto of all installments of interest then due, in the order ofthe maturity of such installments, and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the Persons entitled thereto, without any discrimination or preference; SECOND: to the payment to the Persons entitled thereto of the unpaid principal of any of the Bonds which shall have become due at maturity or upon mandatory reden~ption prior to maturity (other than Bonds called for redemption for the payment of which moneys are held pursuant .to the provisions of Section 8.01 of this Resolution), in the order of their due dates, with interest upon such Bonds from the respective dates upon which they b~came due, and, if the amount available shall not be sufficient to pay in full 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; and THIRD: to the payment of the principal of and premium, if any, of any Bonds called for optional redemption pursuant to the provisions of this Resolution. (2) If the principal of all the Bonds shall have become due and payable, ail such moneys shall be applied to the payment of the principal and interest then due and unpaid upon the Bonds, with interest thereon as aforesaid, without preference or priority 6fphncipai over interest or of interest over principai, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the Persons entitled thereto without any discr/mlnafion or preference. SECTION 6.07. Control bv Insurer or Credit Bank. Upon the occurrence and continuance of an Event of Defanlt, each Insurer or Credit Bank, if such Insurer or Credit Bank shall have honored all of its commitments under its Bond Insurance Policy or its Credit Facility, as the case may be, shall be entitled to direct and control the enforcement of all rights and remedies with respect to the Bonds it shall insure or for which such Credit Facility is provided. [End of Article VII 41 ARTICLE VII SUPP LEMLr[qTAL RE STOLUTrONS SECTION 7.01. Supplemental Resolution Without Bondholders' Consent. Except as provided herein, subsequent to the issuance of Bonds, no amendment, revision or revocation of this Resolution shall be enacted by the Agency. The Agency, from time to time and at any time, may adopt such Supplemental Resolutions without the consent of the Bondholders (which Supplemental Resolution shall thereafter form a part hereof) for any of the following purposes: (A) To cure any ambiguity or formal defect or omission or to correct any inconsistent provisions in this Resolution or to clarify any matters or questions arising hereunder. (B) To grant to or confer upon the Bondholders any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the Bondholders. (C) 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 observed. (D) To add to the covenants and agreements of the Agency in this Resolution other covenants and agreements thereafter to be observed by the Agency or to surrender any right or power herein reserved to or conferred upon the Agency. (E) To specify and determine at any time prior to the first delivery of any Series of Bonds any matters and things relative to such Bonds which are not contrary to or inconsistent with this Resolution as theretofore in effect, or to amend, mod/fy or rescind any such authorization, specification or determination. (F) To authorize Projects or to change or modify the description of any Project. (G) To specify and determine matters necessary or desirable for the issuance of Capital Appreciation Bonds or Variable Rate Bonds. (H) To authorize Additionai Bonds or Suboralnated Indebtedness. (I) To maintain or obtain a rating on any Bonds, to implement or discontinue, if necessary, a book-entry system of registration of Bonds or to preserve the tax-exempt status of Bonds. (J) To make amendments permitted by Section 5.13 hereof. (K) To make any other change that, in the opirfion of Bond Counsel, would not materially adversely affect the security for the Bonds. In making such determination, Bond Counsel shah not take into consideration any Bond Insurance Policy. Except Supplemental Resolutions described in subsections (E), (F), (H) and (J) of this Section 7.01 in compliance with all applicable provisions hereof, no Supplemental Resolution 42 adopted pursuant to this Article VII shall become effective unless approved by every Insurer; and the Agency covenants and agrees to furnish to each Insurer an executed or/ginal transcript of the Agency's proceedings w~th respect to fl/e ai~optaon of%"ach Supplemental Resolution. SECTION 7.02. Supplemental Resolution With Bondholders', Insurer's and Credit Bank's Consent. Except as othem, ise provided in Section 7.03 hereof, subject only to the terms and provisions contained in Section 5.13 hereof and in this Section 7.02, the Holder or Holders of not less than a majority in aggregate principal mount of the Bonds then Outstanding shall have the right, from time to time, to consent to and approve the adoption of such Supplemental Resolution or Resolutions hereto as shall be deemed necessary or desirable by the Agency for the purpose of supplementing, modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Resolution; provided, however, 'that if such modification or amendment will, by its terms, not take effect so long as any Bonds of any specified Series or maturity remain Outstanding, the consent of the Holders of such Bonds shall not be required and such Bonds shailnot be deemed to be Outstanding for the purpose of any calculation of Outstanding Bonds under this Section 7.02. Any Supplemental Resolution which is adopted in accordance with the provisions of this Section 7.02 shall also require the writlen consent of the Insurer of, or any Credit Bank providing a Credit Facility for, any Bonds which are Outstanding at the time such Supplemental Resolution shall take effect. Except with the consent of the Holders of all Bonds Outstanding so affected by such Supplemental Resolution, no SUpplemental Resolution maybe approved or adopted which shall permit or require (A) an extension of the maturity of the principal of or the payment of the interest on any Bond issued hereunder, (B) reduction in the principal amount of any Bond or any redemption premium or the rate of interest thereon, (C) the creation of a lien upon or a pledge of the Pledged Funds which adversely affects the rights granted by the Bonds or this Resolution in favor of any Bondholders, (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. If at any time the Agency shall determine that it is necessary or desirable to adopt any Supplemental Resolution pursuant io this Section 7.02, the Executive Director shall cause the Registrar to give notice of the proposed adoption of such Supplemental Resolution and the form of consent to such adoption to be mailed, postage prepaid, to all Bondholders at their addresses as they appear on the registration books and to all Insurers of, and Credit Banks providing a Credit Facility for, Bonds Outstanding. Such notice shall briefly set foFth the nature of the proposed Supplemental Resolution and shall state that copies thereof are on file at the offices of the Executive Director and the Registrar for inspection by all Bondholders. The Agency shall not, however, be subject to any liability to any Bondholder by reason of its failure to cause the notice required by this Section 7.02 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 7.02. Whenever the Agency shall deliver to the Executive Director an instrament or instruments in writing purporting to be executed by the Holders of not less than the required percentage in aggregate principal amount of the Bonds then Outstanding, wkich insm.tment or instruments shall refer to the proposed Supplemental Resolution described in such notice and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice, thereupon, but not otherwise, the Agency 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 consented thereto. 43 If the Holders of not less than the required percentage 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 her~tn providec~ no Holder of any Bond shalI have any tight to object to the adoption of such Supplemental Resolution, or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the adoption thereo~ or to enjoin or restrain the Agency 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 7.02, this Resolution shall be deemed to be mod/fled and amended in accordance therewith, and the respective rights, duties and obligations under this Resolution of the Agency and ail Holders of Bonds then Outstanding shall thereafter be determined, exercised and enforced in all respects under the provisions of this Resolution as so mod/fled and amended. SECTION 7.03. Amendment with Consent of Insurer and/or Credit Bank Onlv. If all of a Series of Bonds Outstanding hereunder are insured or secured as to payment of principal and interest by an Insurer or Insurers and/or by a Credit Facility provided ~by a Credit Bank or Credit Banks, and the Insurer or Insurers and/or the Credit Bank or Credit Banks, as applicable, are not in default, the Agency may enact one or more Supplemental Resolutions amending all or any part of Articles I, IV, V, VI and VIII hereof with the written consent of said Insurer or Insurers and/or said . Credit Bank or Credit Banks, as applicable, and the acknowledgment by said Insurer or Insurers and/or said Credit Bank or Credit Banks that its Bond Insurance Potty or its Credit Facility, as the case may be, will remain in full force and effect. The consent of the Holders of any Bonds shall not be necessary. The foregoing fight of amendment, however, does not apply to any amendment to Section 5.11 hereof with respect to the exclusion, if applicable, of interest on said Bonds from the gross income of the Holders thereof for federal income tax purposes nor may any such amendment deprive the Holders of any Bond of right to payment of the Bonds from, and their lien on, the Pledged Funds and any additional security pledged hereunder. Upon filing with the Executive Director of evidence of such consent of the Insurer or Insurers and/or the Credit Bank or Credit Banks as aforesaid, the Agency may adopt such Supplemental Resolution. After the adoption by the Agency of such Supplemental Resolution, notice thereof shall be mailed in the same manner as 5otice of an amendment under Section 7.02 hereof. SECTION 7.04. Re{anired Ooinion of Bond Counsel. The Agency shall not adopt a Supplemental Resolution unless the Agency shall have received an opinion of Bond Counsel to the effect that such action is permitted hereunder and will not impair the exclusion of the interest on any Bonds (other than Taxable Bonds) from gross income for federal income tax purposes. [End of Article VIII 44 ARTICLE VIII MISCELLANEOUS SECTION 8.01. Defeasance. If the Agency shall pay or cause to be paid or there shall otherwise be paid to the Holders of all Bonds the principal, premium, if any, and interest due or to become due thereon, at the times and in the manner stipulated therein and in this Resolution, then the pledge of the Pledged Funds and any additional security pledged hereunder, and all covenants, agreements and other obligations of the Agency to the Bondholders, shall thereupon cease, terminate and become void and be discharged and satisfied..tn such event, the Paying Agents shall pay over or deliver to the Agency all money or securities held by them pursuant to the Resolution which are not required for the payment or redemption of Bonds not theretofore sun-endered for such payment or redemption. Any Bonds or interest installments appertaining ~hereto, whether at or prior to the maturity or redemption date of such Bonds, shall be deemed to have been paid within the meaning of this Section 8.01, and the pledge of the Pledged Funds and any additional security pledged hereunder, and all covenants, agreements and other obligations of the Agency to the Bondholders of such Bonds shall thereupon cease, terminate and become void and be discharged and satisfied, if (A) in case any such Bonds are to be redeemed prior to the maturity thereof, there shah have been taken all action necessary to irrevocably call such Bonds for redemption and notice of such redemption shall have been duly given or irrevocable provision shall have been made for the giving of such notice, and (B) there shall have been deposited in irrevocable trust with a banking institution or trust company by or on behalf of the Agency either moneys in an amount which shall be sufficient, or non-callable Defeasance Obhgations the principal of and the interest on which when due wilt provide moneys which, together with the moneys, if any, deposited with such bank or trust company at the same time shall be sufficient, to pay the principal of, premium, if any, and interest due and to become due on said Bonds on and prior to the redemption date or maturity date thereof, as the case may be. Neither the Defeasance Obligations nor any moneys so deposited with such bank or trust company nor any moneys received by such bank or trust company on account of principal of; premium, if any, or interest on said Defeasance Obligations shall be withdrawn or used for any purpose other than, ahd all such moneys shall be held in trust for and be applied to, the payment, when due, of the principal of and, premium, if any, of the Bonds for the payment or redemption of which theywere deposited and the interest accruing thereon to the date of maturity or redemption thereof; provided, however, the Agency may substitute new Defeasance Obligations and moneys for the deposited Defeasance Obligations and moneys if the new Defeasance Obligations and moneys are sufficient to pay the principal of, premium, if any, and interest on such Bonds, and any h'ust agreement governing the deposit of such Defeasance Obligations and moneys may provide for the investment of moneys unclaimed by Bondholders and for the payment to the Agency of such unclaimed moneys and the investment earnings thereon: For purposes of determining whether Variable Rate Bonds shall be deemed to have been paid prior to the maturity or the redemption date thereof, as the case maybe, by the deposit of moneys, or specified Defeasance Obligations and moneys, if any, in accordance with this Section 8.01, the interest to come due on such Variable Rate Bonds on or prior to the maturity or redemption date thereof, as the case may be, shall b e calculated at the Maximum Interest Rate; provided, however, that if on any date, as a result of such Variable Rate Bonds having borne interest at less than the Maximum Interest Rate for any period, the total amount of moneys and specified Defeasance Obligations on deposit for the payment of interest on such Variable Rate Bonds is in excess of the total amount which would have been required to be deposited on such date in 45 respect of such Variable Rate Bonds in order to satisfy this Section 8.0i, such excess shall be paid to the Agency free and clear of any trust, ii~, pledge or ,assignment securing the Bonds or otherwise existing under this Resolution. ~, In the event the Bonds for which moneys are to be deposited for the payment thereof in accordance with tb2s Section 8.01 are not by their terms subject to redemption within the next succeeding sixty (60) days, the Agency shall cause the Registrar to mail a notice to the Holders of such Bonds that the deposit required by this Section 8.01 of moneys or Defeasance Obligations has been made and said Bonds are deemed to be paid in accordance with the provisions of this Section 8.01 and stating such maturity or redemption date upon which moneys are to be available for the payment of the principal of, premium, if any, and interest on said Bonds, provided, however, that a failure to mail such notice shall not prevent the defeasance of such Bonds. Nothing herein shall be deemed to require the Agency to call any of the Outstanding Bonds for redemption prior to maturity pursuant to any applicable optional redemption provisions, or to impair the discretion of the Agency in determining whether to exercise any such option for early redemption, but the Agency may waive these rights by Supplemental Resolution. In the event that the principal of, pren'fium, if any, and interest due on the Bonds or any portion thereof shall be paid by an Insurer or Insurers, a Credit Bank or Credit Banks and/or the issuer of a Reserve Fund Letter of Credit or Reserve Fund Insurance Policy and such Insurer, Credit Bank and/or Agency shall not have been reimbursed by the Agency, such Bonds or any portion thereof shall remain Outstanding, shall not be defeased and shall not be considered paid by the Agency, and the pledge of the Pledged Funds and any additional security pledged hereunder, and all covenants, agreements andother obligations of the Agencyto the Bondholders shall continue to exist and such Insurer or Insurers, such Credit Bank or Credit Banks and such issuer shall be subrogated to the rights of such Bondholders. SECTION 8.02. Capital Appreciation Bonds. For the purposes of (A) receiving · payment of the redemption price if a Capital Appreciatiqn Bond is redeemed prior to maturity, or (B) receiving payment of a Capital Appreciation Bond upon an Event of Default, or (C) computing the mount of Bonds held by the Holder ora Capital Appreciation Bond for purposes of any notice, consent, request or demand pursuant to this Resolution for any purpose whatsoever, the principal amount of a Capital Appreciation Bond shall be deemed to be its Accreted Value. SECTION 8.03. General Authority. The members of the Board of Commissioners and the Agency's officers, attorneys and other agents and employees are hereby anthor/zed to do ail acts and things required of them by this Resolution or desirable or consistent with the requirements hereof for the full, punctual and complete performance of all of the terms, covenants and agreements contained in the Bonds and this Resolution, and they are hereby authorized to execute and deliver all documents which shall be required by Bond Counsel or the initial purchasers of the Bonds to effectuate the sale of the Bonds to said initial purchasers. SECTION 8.04. No Personal Liability. No representation, statement, covenant, warranty, stipulation, obligation or agreement herein contained, or contained in the Bonds, or in any certificate or other instrument to be executed on behalf of the Agency in connection with the issuance of the Bonds, shall be deemed to be a representation, statement, covenant, warranty, stipulation, obligation or agreement of any member of the Board of Commissioners, officer, employee or agent of the Agency in his or her individual capacity, and none of the foregoing persons nor any officer of the Agency executing the Bonds or any certificate or other instrument to be executed in connection with the issuaiic~%f the Bol'ids, shall be liable personally thereon or be subject to any personal liability or accountability by reason of the execution or delivery thereof. SECTION 8.05. No Th/rd Party Beneficiaries. Except such other Persons as may be expressly described herein or in the Bonds, nothing in this Resolution, or in the Bonds, expressed or impl/ed, is intended or shall be construed to confer upon any Person other than the Agency, any Insurer, any Credit Bank and the Holders any right, remedy or claim, legal or equitable, under and by reason of this Resolution or any provision hereof, or of the Bonds, all provision hereof and thereof being intended to be and being for the sole and exclusive benefit of the Agency, any Insurer, any Credit Bank and the Persons who shall from time to time be the Holdei:s. SECTION 8.06. ~. The Bonds shall be issued and sold at public or private sale at one time or in installments from time to time and at such price or prices as shall be consistent with the provisions of the Act, the requirements of this Resolution and other applicable provisions of law. SECTION 8.07. S everabilitv of Invalid Provisions. If anyone or more of the covenants, agreements or provisions of this Resolution shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall, b.e null and void and shall be deemed separable from the remaining covenants, agreements and prowsmns of this Resolution and shall in no way affect the validity of any of the other covenants, agreements or provisions hereof or of the Bonds issued hereunder. SECTION 8.08. Repeal of Inconsistent Resolutions. All resolutions orparts thereof in conflict herewith are hereby superseded and repealed to the extent of such conflict. SECTION 8.09. TabIe of Contents and Headin~,~ not Part Hereof' The Table of Contents preceding the body of this Resolution and the headings preceding the several articles and sections hereof shall be solely for convenience of reference and shall not constitute a part off this Resolution or affect its meaning, construction or effect. SECTION 8. i 0. Holidays: Time. In any case where the date of maturity of interest on or principal of the Bonds or the date fixed for redemption of any Bonds is not a Business Day, then payment of principal, premium, if any, or interest need not be made on such date but may be made on the next succeeding Business Day, with the same force and effect as if made on the date of maturity or the date fixed for redemption. All references to specified times of day shall be deemed to refer to the then prevailing time Within the jurisdiction of the Agency. 47 (a) Dated Date: EXHIBIT A Terms of the Series 2004 Bonds (b) Amounts, Maturities, Interest Payment Dates and Interest Rates: Maturity Amount ( 1) Interest Rxte $ % (c) Optional Redemption. The Series 2004 Bonds maturing prior to 1, __ are not subject to optional r&demption prior to maturity. The Series 2004 Bonds maturing on or after 1, are subject to redemption prior to maturity, at the option of the Agency, fi:om any funds legally available for such purpose, on or after 1, , in whole or in part on any date, and if in part in any order of maturity selected by the Agency, and by lot within a maturity if less than an entire maturity is to be redeemed, at the redemption prices (expressed as percentages of the principal mount of the Series 2004 Bonds to be redeemed) set forth in the table below, plus accrued interest to the redemption date: Redemption Dates Redemption (Inclusive) Prices 1, through , __ __ % 1, through .... % , and thereafter __ % (d) Mandatory Redemption. The Series 2004 Bonds maturing on 1, (the " Term Bonds") are subject to mandatory redemption in part, on i, , and on each thereafter in the years and in the amounts set forth below (except for the final mount due at maturity, which shall not be a redemption), at a price equal to 100% of the principal amount of the Series 2004 Bonds being redeemed, plus accrued interest to the redemption date: A-1 SECTION 8.11. upon its passage. Effective Date. This Resolution shall become effective immediately PASSED AND ADOPTED THIS 6th DAY OF DECEMBER, 2004. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: BOYNTON BEACH coMMuNITY REDEVELOPMENT AGENCY By: Chair By: Agency Attorney 48 BON3S T~RM Amount (Maturity) The Series 2004 Bonds maturing on 1, (the" Term Bonds") are subject to mandatory redemption in part, on i and on each __ thereafter in the years and in the amounts set forth below (except for the final amount due at maturity, which shallnot be a redemption), at a price equalto 100% of the principal mount of the Series 2004 Bonds being redeemed, plus accrued interest to the redemption date: Year TEKlvlBONDS Amount (Maturity) If prior to any 1 the Agency shall purchase for cancellation or redeem__ Term Bonds or__ Terms Bonds in excess of the aggregate mandatory redemption requirement for such __ Term Bonds or __ Terms Bo~ds to but not including such ~ such excess of Term Bonds so purchased or redeemed and not previously applied as a credit pursuant to fids paragraph shall be credited over such of the rema'ming mandatory redemption dates for such __ Term Bonds as the Agency shall determine, and shall reduce the amount of__ Term Bonds or __ Terms Bonds otherwise subject to redemption and due, respectively, on such date(s). Provided, however, that no Such excess shall be credited to the amount of__ Term Bonds or __ Terms Bonds subject to mandatory redemption on a particular 1 after the selection of__ Term Bonds or Terms Bonds to be redeemed on such date has been made. A-2 The above-terms of the Boynton Beach Community Redevelopment Agency Tax Increment Revenue Bonds, Series 2004 are hereby ~.~proved pursuant to Resolution No. of the Agency. ,7 ~ ~ ~ ~ Boynton B each Community Redevelopment Agency By: Its Date: A-3 EXHIBIT B Guaranty Agreement The City of Boynton Beach, Florida (the "City") makes this Guaranty Agreement (this "Guaranty"), dated December __, 2004, as follows: 1. Guaranty. The City hereby guarantees the full and prompt payment when due, whether by acceleration or otherwise, of the principal of and interest on the Boynton Beach Community Redevelopment Agency Tax Increment Revenue Bonds, Series 2004, issued of even date herewith in the principal amount of $ 2. Governing Law. The City farther agrees that tl~s Guaranty shall be governed by and construed in accordance with the laws of the State of Florida and is performable in the State of Florida. 3. Definitions. Terms used herein and not otherwise defined herein have the meanings ascribed thereto in Resolution No. (the "Resolution"), adopted December 6, 2004, bythe Boynton Beach Community Redevelopment Agency (the "Agency"). 4. Termination. This Guaranty may not be amended or terminated by the City for so long as the Series 2004 Bonds are Outstanding. 5. Financial and Other Information. The City agrees to furnish the Agency with such information regarding the City as may be requested by the Agency in order to enable the Agency to comply with its obligations pursuant to Section 5.13 of the Resolution. 6. Guarantor Duties. For so long as Section 1 hereof is in effect, upon receipt of telephonic notice, such notice subsequently confirmed in writing by registered or certified mail, or upon receipt of written notice by registered or certified mail, by the City from the Paying Agent that a debt service payment required to have been made by the Agency has not been made, the City on the due date of such payment or within one business day aider receipt of notice of such nonpayment, whichever is later, will pay to the Paying Agent fimds sufficient for the payment of any such guaranteed amounts which are then due, less any amount held by the Paying Agent for the payment of such gaaranteed amounts and legally available therefor. The City acknowledges and agrees to the provisions of the Resolution, including but not limited to Section 2.16 thereof. 7. Limited Obligation. Notwithstand/ng any other provision of this Guaranty, the City is not and shalI not be liable for the payment of any amount hereunder or for the performance of any obligation or agreement hereunder from any source other than the "Non-Ad Valorem Revenues" appropriated for such purpose in the manner and to the extent described in this Section 7. The term "Non-Ad Valorem Revenues" means ali revenues of the City derived from any source other than the exercise of the ad valorem taxing power of the City, but only to the extent the same may lawfully be used to make payments heretmder. No person or entity shall have any fight to resort to legal or equitable action or revenues to require or compel the City to make any payment hereunder from any source other than such Non-Ad Valorem Revenues. The City covenants that should it be required to make any payment hereunder it will appropriate in its annual budget, by amendment, if required, from Non-Ad Valorem Revenues, amounts sufficient to make such payment. In the event th~t-~rh~ amount~reviously budgeted for such purpose at any time is insufficient to make any payment required to be made hereunder, the City covenants to take immediate action to amend its budget so as to budget and appropriate an amount from Non-Ad Valorem Revenues sufficient to make such payment. Such covenant to budget and appropriate from Non-Ad Valorem Revenues shall be cumulative to the extent not paid and shall continue until such Non-Ad Valorem Revenues sufficient to make all required payments have been budgeted, appropriated and used to make payments required to be made hereunder. 8. Enforcement. This Guaranty may be enforced by the Paying. Agent, the Insurer or any BoncLholder, each of which is a beneficiary of the provisions hereof. IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be executed as of the__ day of December, 2004. CITY OF BOYNTON BEACH, FLORIDA By: Its CityManager 2 COMMITtvlENT T? ISSUE A FINANCIAL GUARANTY INSURANCE POLICY Application No.: 2004-010075-001 Sale Date: De~ember, 2004 (T) Program Type:: Negotiated DP Re: $18,630,000 (Est.) Boynton Beach Community Redevelopment Agency, Tax Increment Revenue Bonds, Ser/es 2004 (the "Obligations") This corrmUtment to issue a financial guaranty insurance policy (the "Comrmtment'') dated November 30, 2004, constitutes an agreement between BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, FLORIDA (the "Applicant") and MBIA Insurance Corporation (the "Insurer"), a stock insurance company incorporated under the laws of the State of New York. Based on an approved application dated November 29, 2004, the Insurer agrees, upon satisfaction of the conditions herein, to issue on the earlier of (i) 120 days of said approval date or (ii) on the date of delivery of and payment for the Obligations, a financial guaranty insurance policy (the "Policy") for the Obligations, insuring the payment of principal of and interest on the Obligations when due. The issuance of the Policy shall be subject to the following terms and conditions: i. Payment by the Applicant, or by the Trustee on behalf of the Applicant, on the date of delivery of and payment for the Obligations, of a nonrefundable premium in the amount of .45% of total debt service, premium rounded to the nearest thousand. The premium set out in this paragraph shall be the total premium required to be paid on the Policy issued pursuant to this Commitment. 2. The Obligations shall have received the unqualified opinion of bond counsel with respect to the tax-exempt status of interest on the Obligations. 3. There shall have been no mater/al adverse change in the Obligations or the Resolution, ]Bond Ordinance, Trust Indenture or other official document authofizing the issuance of the Obligations or in the final official statement or other similar document, including the financial statements included therein. 4. There shall have been no material adverse change in any information submitted to the Insurer as a part of the application or subsequently submitted to be a part of the application to the Insurer. 5. No event shall have occurred which would allow any underwriter or any other purchaser of the Obligations not to be required to purchase the Obligations at closing. 6. A Statement of Insurance satisfactory to the Insurer shall be pnnted on the Obligations. 7. Prior to the delivery of and payment for the Obligations, none of the information or documents submitted as a part of the application to the Insurer shall be determined to contain any untrue or misleading statement of a material fact or fail to state a material fact required to be stated therein o,' necessary in order to make [l~e statements contained therein ~ot misleading. 8. No ~nater~al adverse change affecting any security for the Obligations shall have occurred prior to the delivery of and payment fo th Obligations. 9. The Insurer's "Payments Under.~the Policy/~©ther Required Provisions" (see attached) shall be included in the authorizing document. ~ ~ 10. The Applicant agrees not to use the Insurer's name in any public document including, without limitation, a press release or presentation, announcement or forum without the Insurer's prior consent; provided however, such prohibition on the use of the Insurer's name shall not relate to the use of the Insurer's standard approved form of disclosure in.public documents issued in connection with the current Obligations to be issued in accordance with the terms of the Commitment; and provided further such prohibition shall not apply to the use of the Insurer's name in order to comply with public notice, public meeting or publ!c.reporting requirements. 11. This Commitment may be signed in counterpart by the parties hereto. 12. Comphance with the Insurer's General Document Provisions (see attached). 13. Compliance with the Insurer's List of Permissible Investments for Indentured Funds (see attached). 14. Covenant to Budget and Appropriate will stay for the life of the Bonds. 15. No variable rate bonds. 16. ABTtest: 150% of MADS. 17. Pricing of 45 bps contingent upon a rating of at least A3 by Moody's and A- by S&P. Dated this 30th day of November, 2004. MBIA Insur/~~/~ra~ Assistant Secretary BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, FLORIDA By: Title: GENERAL DOCUMENT PROVISIONS 2: ~ , A. Notice to the Insurer The basic legal documents must provide that any notices required to be given by any party should also be given to the Insurer, Attn: Insured Portfolio Management. B. Amendments. In the basic legal document, there are usually two methods of amendment. The first, whiCh typically does not require the consent of the bondholders, is for amendments which will cure ambiguities, correct formal defects or add to the security of the financing. The second, in which bondholder consent is a prerequisite, covers the more substantive types of amendments. For all financings, the Insurer must be given notice of any amendments that are of the frrst type and the Insurer's consent must be required for all amendments of the second iype. Ali documents must contain a provision which requires copies of any amendments to such documents which are consented to by the Insurer to be sent to Standard & Poor's. C. Supplementa/Legal Document. If the basic legal document provides for a supplemental legal document to be issued for reasons other than (1) a refunding to obtain savings; or (2) the issuance of additional bonds pursuant to an additional bonds test, there must be a requirement that the Insurer's consent also be obtained prior to the issuance of any additional bonds and/or execution of such supplemental legal document. D. Events of Default and Remedies. All documents normally contain provisions which define the events of default and which prescribe the remedies that may be exercised upon the occurrence of an event of default. At a minimum, events of default will be defined as follows: 1. the issuer/obligor fails to pay principal when due; 2. the issuer/obligor fails to pay interest when due; 3. the issuer/obligor fails to observe any other covenant or condition of the document and such failure continues for 30 days and 4. the issuer/obligor declares bankruptcy. The Insurer, acting alone, shall have the right to direct all remedies in the event of a default. The Insurer shall be recognized as the registered owner of each bond which it insures for the purposes of exercising all rights ~nd privileges available to bondholders. For bonds which it insures, the Insurer shall have the right to institute any suit, action, or proceeding at law or in equity under the same terms as a bondholder in accordance with applicable provisions of the governing documents. Other than the usual redemption provisions, any acceleration of principal payments must be subject to the Insurer' s prior written consent. Defeasance requires the deposit of: 1. Cash 2.U.S. Treasury Certificates, Notes and Bonds (including State and Local Government Se~des --" SLGs") 3. Direct obligations of the Treasury which have been stripped by the Treasury itself, CATS, TIGRS and similar securities 4. Resolution Funding Corp. (REFCORP) Only the interest component of REFCORP strips wi'rich have been stripped by request to the Federal Reserve Bank of New York in book entry form are acceptable. 5. Pre-refunded municipal bonds rated "Aaa" by Moody's and "AAA" by S&P. If however, the issue is only rated by S&P (i.e., there is no Moody's rating), then tine pre-refunded bonds must have been pre-refunded with cash. direct U.S. or U.S. guaranteed obligations, or AAA rated pre-refunded municipals to satisfy this condition. 6. Obligations issued by the fol!~,wi.l~agenci?.~which are backed by the full faith and credit of the U,S, ' a, U.S. Export-Import Bank (Eximbank) Direct obligations or fully guaranteed certificates of beneficial ownership Farmers Home Administration (FmHA) Certificates of beneficial ownership c. Federal Financing Bank d. Genera2 Services Administration Participation certificates e. U.S. Maritime Administration Guaranteed Title XI financing f. U.S. Department of Housing and Urban Development (HUD) Project Notes Local Authority Bonds New Communities Debentures - U.S. government guaranteed debentures U.S. Public Housing Notes and Bonds - U.S. government guaranteed public hdusing notes and bonds The Insurer shah be provided with an opinion of counsel acceptable to the Insurer that the Obligations have been legally defeased and that the escrow agreement estabiishing such defeasance operates to legally defease the Obligations within the meaning of the Indenture and the Supplemental Indentare relating to the Obligations. In addition, the Insurer will be entitled to receive (i) 15 business days notice of any advance refunding of the Obligations and (ii) an accountant's report with respect to the sufficiency of the amounts deposited in escrow to defease the Obligations. F. Agents: 1. In transactions where there is an agent/enhancer (other than the Insurer), the trustee, tender agent (if any), and paying agent (if any) must be commercial banks with trust powers. 2. The remarketing agent must have trust powers if they are responsible for holding moneys or receiving bonds. As an alternative, the documents may provide that if the remarketing agent is removed, resigns or is unable to perform its duties, the Wustee must assume the responsibilities of remarketing agent until a substitute acceptable to the Insurer is appointed. LIST OF PERMISSIBLE INVESTMENTS?OR INDENTURED FUNDS Direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury, and CATS and TIGRS) or obligations the principal of and interest on which are unconditionally guaranteed by the Urdted States of America. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself): 1. U.S. Export-Import Bank (Eximbank) Direct obligations or fully guaranteed certificates of beneficial ownership 2. Farmers Home Administration (Frrff-IA) Certificates of beneficial ownership 3. Federal Financing Bank 4. Federal Housing Administration Debentures (FHA) 5. General Services Adrninis2:ati0n Participation certificates 6. Government National Mortgage Association (GNMA or "Ginnie Mae" GNMA - guaranteed mortgage-backed bonds GNMA - guaranteed pass-through obligations (not acceptable for certain cash-flow sensitive issues.) 7. U.S. Iv[aritime Adrninisla'ation Guaranteed Title XI financing 8. U.S. Department of Housing and Urban Development (HUD) Project Notes Local Authority Bonds New Communities Debentures - U.S. government guaranteed debentures U.S. Public Housing Notes and Bonds - U.S. government guaranteed public housing notes and bonds C. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following non-full faith and cred2t U.S. government agencies (stripped securities are only permitted if they have been stripped by the agency itself): 1. Federal Home Loan Bank System Senior debt obligations Federal Home Loan Mortgage Corporation (FHI,MC or "Freddie Mac") Participation Certificates Senior debt obligations 3, Federal National Mortgage Association (FNMA or "Fannie Mae") Mortgage-backed securities and senior debt obligations Student Loan Marketin~ Association (SLMA or "Sallie Mae") Senior debt obligations 5. Resolution Funding Corp. (REFCORR~) obligatiorts 6. Farm Credit System Consolidated systemwide bonds and notes D. Money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating by S&P of AA_Am-G; AAA-m; or AA-m and if rated by Moody's rated Aaa, Aat or Aa2. E. Certificates of deposit secured at all times by collateral described in (A) and/or (B) above. Such certificates must be issued by commercial banks, savings and loan associations or mutual savings banks. The collateral must be held by a third party and the bondholders must have a perfected first security interest in the collateral. F. Certificates of deposit, savings accounts, deposit accounts or money market deposits which are fully insured by FDIC, including B/F and SAIF. G. Investment Agreements, including GIC's, Forward Purchase Agreements and Reserve Fund Put Agreements acceptable to MBIA (Investment Agreement criteria is available upon request). H. Commercial paper rated, at the time of purchase, "Prime - 1" by Moody's and "A-I" or better by S&P. I. Bonds or notes issued by any state or municipality which are rated by Moody's and S&P in one of the two highest rating categories assigned by such agencies. J. Federal funds or bankers acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating of "Prime - 1" or "A3" or better by Moody's and "A-I" or "A" or better by S&P. K. Repurchase Agreements for 30 days or less must follow the following criteria. Repurchase Agreements which exceed 30 days must be acceptable to IvlBIA (criteria available upon request) Repurchase agreements provide for the transfer of securities from a dealer bank or securities firm (seller/borrower) to a municipal entity (buyer/lander), and the transfer of c~/sh from a mfinicipai entity to the dealer bank or securities firm with an agreement that the dealer bank or securities finn will repay the cash plus a yield to the municipal entity in exchange for the securities at a specified date. 1. Repos must be between the municipal entity and a dealer bank or securities fL ,,, a. Primary dealers on the Federal Reserve reporting dealer list which are rated A or better by Standard & Poor's Corporation and Moody's Investor Services, or b. Banks rated "A" or above by Standard & Poor's Corporation and Moody's Investor Services. 2. The written repo contract must include the following: a. Securities which are acceptable for transfer are: (1)Direct U.S. governments, or (2) Federal agencies backed by the full faith and credit of the U.S. government (and FI/MA & FI-II,MC) b. The term of the repo ma,/be up to 30 da,/s c. The co/lateral must be delivered to the municipal entity, trustee (if trustee is not supplying the collateral) or third party acting as agent for the trustee (if the trustee is supplying the collateral) before/simultaneous with payment (perfection by possession of certificated securities). Valuation of Collateral .. (1) The securities must be vahied~weeklv, ma~ked-to-market at current market price plus accrued interest (a) The value of collateral must be equal to i04% of the amount of cash transferred by the municipal entity to the dealer bank or security f/mn under the repo plus accmed interest. If the value of securities held as collateral slips below 104% of the value of the cash transferred by municipality, then additional cash and/or acceptable securities must be transferred. If, however, the securities used as collateral are FNMA or FIClLMC, then the value of collateral must equal 105%. 3. Legal opinion which must be delivered to the municipal entity: a. Repo meets guidelines under state law for legal investment of public funds. Additional Notes (i) There is no list of permitted investments for non-indantured funds. Your own credit judgment and the relevant circumstances (e.g., amount of investment and timing of investment) should dictate what is permissible. (ii) Any state administered pool investment fund in which the issuer is statutorily permitted or required to invest will be deemed a permitted investment. (iii) DSRF investments should be valued at fair market value and marked to market at least once per year. DSRF investments may not have maturities extending beyond 5 years, except for Investment Agreements approved by the Insurer. PAYMENTS UNDER THE POLICY/OTHER REQUIRED PROVISIONS .4. In the ev~t flint, °n the ~cc°nd ~s Day, and again on ~he B~ Day, prior to ~he payme=~ date on ~ Ob~fi~, ~ p~ kgent~Tn~e h,~ not recdved sufficient moneys to pay ail Frinc/pal of and i..~,,~ ,~ ~..~ ,-~,.,: .... ...... ~ ~,u~,~aons (me on me ~ following or fo"ow~& ~ m~¥ be, Business Day, the Paying Agent/Tvastee ~hz, ~ramediate. ly noti~ the Insurer or ~ts designee on the ~rn¢ Business Day by ~elephone o~ telegraph ¢onfmned in wrifi~ by mg~l or cer tiffed m~ ofthe amount of ~ci~cy. B. If the deficie~ney is made up in whole or ia .~.~',~,;~ ~, ..... ~ designee. ~' ~' ....... ~ ~'~ PaYment aa~, tl2e raying Aget~ ~ so notify the Insurer or i~ on ~ae Obi/gat[om ~ addifio~ ffthe Paying Agent/Trastee bas notice that auy Bonflholder h~ been reclu~ to disgorge payments ofp~pal or interest a tn~e in bmakruptoy or ca~tam ar others punuaut to a fi~l judgment by a court of competem jumdic~n that such payment ~m'amte~ an avoidable preference to such Bondholder v~thha the mean~ne of ~w~¢~le b~, msur~oritsdesigneeofsuchfactbytelephoneorte/em.a~hicnO&ce~___jY_~f..: . '~,.u~Ymv~,._me~a_tne;"aymgAgent/Fn~teeshallnotifythe Y gls~e~'ed or c,~if~l mMl D. ~ PaYing Agent/Trustee is hereby in'evocably de.,~tect ~r~o~'~ ,~,-~,-*-,~ ~.~ the Obligatiom as follows: ~ -~ ~'~- ----'-', ~,.,-~,- ~ ~tu~nzea m act as attorney-m-tact for Holders of I. . If and t° the extmt there/s a deficiency in amounts mqu/red to pay in,.est or, the Obl~.fi~, ~ pa~ ~ ~ (a) execute and delive~ to U.S. Ba~k Trast National Assoc~t/on, or i~s successors undo- flae Policy (flae 'Im'tmmce Pay/rig Agem'Trustee"), in form sat~fiactory m the Insurance Pay/ug Agent/Trustee, an msmame~t appoiufing the Insurer as age~ for such Holders in any legal proceeding related t° ~he payment °fsuch interest and an ass~ment to flae Insurer of the claims for interest to ~ ~ ~fia~y~ ~ ~ ~ ~ by~ Imurer, (b) receive as designee of the respective Holde~ (and not as Pay/ng Agent/Trustee) ~n accorehnce with ~he tenor of the Policy payment frOandm the Imumnce Paying Ageat/Trustee w/th respect m the claims for interest so asmgned, and (c) disburse ~he same m such respec~e Holder, 2. . Ifandtotheexteutofadefic/c~cymamounts~to a ' ' alo ' · . e~ecuteanddelivertotheIm~urancePa~m~.~;~.~ ..~ . p ~ .p~ncrp ftheObliga~ions, thePaymgAgeat/Trus~ee~h,ll(a) ........... sausmctory to t~e insurance Paying Agent/rn.~ ~u/m~ ~m,~_t ~g flae Insurer as age~t for such Holder in ~ny legal ' ' to~e . . proceed~ ~ payment of such pnnc~o~ ~d ~m as~ment to gae Iz~urcr of any of flae ObIiga~.on sun'endered to the Iz~.~ance Paying Agcnt~ of so ......... much otme prme~pm ~m~ount thereof ~s has not prev/o~y been pa/d or for to) designee of the ~ Holde~ (and not as Paying Agea~f~) in accordance with the tmor of the PolEy payme~ thevffor from the ~ ....... ~anmc~ ~'aymg ,~at/fmstee, a~l (c) d~burse ~ae .~r,~ ~o such Holder& Pol(cy ~h~l~ mt be Payme~ with re~:~: to ~ for mtm~st ea md pr/nc~al of Obligations d/sbumed bY the Pay~g Agen~rustee fromproceeds ofthe d/schar~ tl~ obligation of ~h~ Issu~ w/th mspcc~ to such Obi/gat/ohs, and ~/nsumr shall becon~ the owne~ of such ~ Obligation and cls~r-s for ~he/nt~rest in accordanc~ w/th thc tenor ofth~ assi~nm,~n~ rns~,~ tO it ,rncl~ tb~ prov/sions ofth/s subscct/on or F, kmspect/vc of wh~r any such ' ' · benefit ofthe Insurer that: a~,%grane~: m ex, cured and de~vered, tb~ lsmmr and ~ PaYing Agent/rmstee hereby agree lbr i. They reC°gn~ze teat to the exu~ the Iusum' makes payments, d/rectly or iudfl'ectly (as by pay~ug though fiae Paying Ageat/Frastee), on account ofpnncIpal of or mma~: on the Obligatiou% the iusurer will be subroga~d to ~ ~ 0f ~ Ho~ ~ ~ ~ amount °f such P~c~pal aud mtexest fi'om the I~suer, with ~m~st thereon as pn:Mfled ~ solely from ~ s~ ~ ~ ~ ~m~ ~ ~ Obl~g~ons; and 2. They w~l acc°rdiugly pay m the Ima~rer ~he amount of such prk~cipai and/ute~t (incluctfiag pfinc~al ~ ~ ~ .u~l~- sabparagraph (~) of0ae fi~st paragraph of~ae Policy, which pnncipal and m/~'est ~h~l! be deemed past due and not to have been paid), with m~'t thereon as prov/ded ~n ~ i'na~zu~ and the Obl~at[on, but only fi'om flae sources and/n ~he m~,m,~- ---a-, pr~c~pal of and in~mst ~m the Obligations m Holder, and will otherwise U'eat the Iusurer as fl~ own~ of such deh~ lo the ~r~,~t of such prb. dpal and interest G. In connecaon vath the ~st~a~ce of adekuona[ Obhgauo~, a~e Ia~ue.r ~ dels, e~ to the insurer a copy of the disclosure docta~ 2'aay, cmuhmi v~hrespect to such add/floral Obligatiom. bythe [usurer shall 1:~ se~ to Sta~i & Pools C. ca~pomt/o~ ~,~-.,-,,~, ~ me z.~mnce o~ uol~gauons w~ca are ~ to I. 3, The Insurer sha~ receive n°fice °ffae ~gmfi°n °r mm°va1 °f the PaY~g Agent/Trustee and the appo~ of a ~or ~. The Insurer ~ nmeave copies of all nonCeS requked to be deleted to Bondholders a~d, on a~ armn~! ba~, copies of fl~e Issuers Any noUce ttmt ~ required to be g~vea to a holder of ~he Ob[iga~on or to the paying Agen~Tmstee pumaaut to the Indenture ~b~l~ a.t~o be A~i nottce~ :~:lu~d ~o be grven to the .Msum- ~m,~r the kden~ shall be/n writing and ~ ~ ~ by ~ or ~ m~i! 'ed'miV~IAInstu'a~c~Corpomt[on, 113 K/ugSm~et, Armomk, NewYofl~ 10504 Att~iorc IC TheLssuer/Obiigor agrees to reimburse fae Iz~urer ~ediately andunconditionall.. --'sna ' · ~ upon aero . to tae ext~ permitted by law, for all ~a~g°r s obl/gafions, or th~ ~on or defmse o£ any ,4~,~,~ o.~ +'~.~ ~ ..... ~.~.~..~ f~.~ ti) the euforcemeat by the Zum.u-er oi the issuer,s ~mection with the issmmce of the Obligal/on% aud" ~ts z~solutiou/Indeuture and any oth~ documm~- execu1~ in (ii) any coment, amendm~t, waiver or offer action with respect to ~ue Resolufiouflr~mtu~ or auy related docume~ whether or not granted or approved, together with interest on all such expemes from and includ~ the date recurred to the date of payment at Ciffbank's Prime Rate plus 3 % or the maxnnum interest rate penmtted by law, whichever is less. In addaSon, the Insurer reserves the right to charge o /n connection with its review of any such consent, amendment or waiver, whether or not granted or approved. L. The I~suer/Obligor agrees not to use the Inm. tre~s name in any publ/c document iucluding, without lJm/talio~ a press release or presentation, announcement or forum without the Inroads prior consent; provided however, such prohibition on the use of the InsurePs name shall not relate to the use of the Insurer's standard approved form of disclomr?/u ~blic docurne~s issued in connection with the currertt Obl/g'afions to be issued in accordance with the terms of ~ Commfement; and provided further subh protu'oi~on ~ not apply to the use of the/mmr~s name in order to comply with public notice, public meeiug or public reporting mquaements. Tke Issuer/Obligor slmli not enter into any agreement nor shall it c. msent to or participate in any anaugement pursuant to which Bonds are tendered or purchased for any purpose other than the redemption and cancellation or legal defeasance of such Bonds without the prior written consent of Revised 4/04 STAhrDARD FORM FOR M[BIA DISCLOSURE [GENERAL AND S-l] [The section entitled "The MBIA Insurance Co~sporation Insurance Policy" is for use in public finance transactions] ,-,' ~ · ,~, [The MBIA Insurance Corporation Insurance Policy The following information has been furnished by/viBIA Insurance Corporation ("MBIA') for use in this Official Statement. R. eference is made to Appendix for a spec/men o£MBLA's policy. MBLA's policy unconditionally and /rrevocably guarantees the full and complete payment required to be made by or on behalf of the Issuer to the Paying Agent or its successor of an amount equal to (i) the principal of (either at the stated maturity or by an advancement of matur/ty pursuant to a mandatory s/nk/ng fund payment) and interest on, the [Bonds/Securities] as such payments shall become due but shall not be so paid (except that in the event of any acceleration of the due date of such principal by reason of mandatory or optional redemption or acceleration resulting fi:om default or otherwise, other than any advancement of maturity pursuant to a mandatory sinking fund payment, the payments guaranteed by MBIA's policy shall be made in such amounts and at such times as such payments of pr/ncipal would have been due had there not been any such acceleration); 'and (ii) the reimbursement of any such payment which is subsequently recovered fi:om any owner of the [Bonds/Securities] pursuant to a final judgment by a co.ur~, of competent jurisdiction that such payment constitutes an avoidable preference to such owner wzthin the mean/ng of any applicable bankruptcy law (a "Preference"). MBIA's policy does not insure against loss of any prepayment prem/um which may at any time be payable with respect to any [Bonds/Securities]. MBIA's policy does not, under any c/rcumstance, Lusure against loss relating to: (i) optional or m~ndatory redemptions (other than m~ndatory sinking fund redemptions); (ii) any payments to be made on an accelerated basis; (/ii) payments of the purchase pr/ce of [Bonds/Securities] upon tender by an owner thereof~ or (iv) any Preference relating to (i) through (iii) above. MBIA's policy also does not insure against nonpayment of pr/ucipai of or interest on the [Bonds/Securities] resulting fi:om the/nsolvency, negligence or any other act or om/salon of the Paying Agent or any other paying agent for the [Bonds/Securities]. Upon receipt of,telephon/c or telegraphic notice, such notice subsequently confirmed in writing by registered or certified mail, or upon receipt of written notice by registered or certified mails by MBIA from the Paying Agent or any owner of a [Bond/Security] the payment of an insured amount for wh/ch is then due, that such required payment has not been made, 'MBIA on the due date of such payment or ~-ithin one business day after receipt of notice of such nonpayment, whichever is later, will make a deposit of funds, in an account with U.S. Bank Trust National A~sociation, in New York, New York, or its successor, sufficient for the payment of any such insured amounts which are then due. Upon presentment and surrender of such [Bonds/Secur/ties] or presentment of such other proof of ownership of the. [Bonds/Securit/es], together with any appropriate instnm~ents of assi~r~ent to evidence the assi~ment Of the insured amounts due on the [Bonds/Scour/ties] as are pa/d by IV[BIA, and appropriate instruments to effect the appointment of MBIA as agent for such owners of the [Bonds/Securities] fu any legal proceeding related to payment of insured amounts on the [Bonds/Securities], such instruments being in $ form satisfactory to U.S. Bank Trust National Association, U.S. Bank Trust National Association shall disburse to such owners or the Paying Agent payment of the insured amounts due on such [Bonds/Securities], less any amount held by the Paying Agent for the payment of such insured amounts and legally available therefor. J MBIA Insurance Corporation ("MBIA~) is the principal operating subsidiary of MBIA lac., a New York Stock Exchange hsted company,(tL~ "Company"). The Company is not obligated to pay the debts of or claims against MBIA. MBIA is domiciled ia the State of New York and licensed to do business in and subject to regulation under the laws of all $0 states, the District of Columbia, the Commonwealth of Puerto Rico, the Commonwealth of the Northern Mariana Islands, the Virgin Islands 0fthe United States and the Territory of Guam. MBIA has three branches, one in the Republic of France, one in the Republic of Singapore and one in the Kingdom of Spain. New York has laws prescribing m/~imum capital requirements, limiting classes and concentrations of investments and requiring the approval of policy rates and forms. State laws also regulate the amount of both the aggregate and individual risks that may be insured, the payment of dividends by MBIA, changes in control and transactions among affiliates. Additionally, MBIA is required to maintain contingency reserves on its liabilities in certain amounts and for certain periods of time. MBIA does not accept any responsibility for the accuracy or completeness of this [Prospectus/Private Placement Memorandum/Official Statement] or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding the policy and MBIA set forth under the heading [ .... ]. Additionally, MBIA makes no representation regarding the [Bonds/Securities] or the advisability of investing in the [Bonds/Securities]. Information The following documents filed by the Company with the Securities and Exchange Commission (the "SEC") are incorporated herein by reference: (1) (2) The Company's Annual'Report on Form I0-K for the year ended December 31, 2003; and The Company's Quarterly Report on Form I0-Q for the quarter ended September 30, 2004. Any documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the IE~change Act of 1934, as amended, after the date of this [Prospectus/Private Placement Memorandum/Official Statement] and pr/or to the term/nation of the offering of the [Bonds/Securities] offered hereby shall be deemed to be incorporated by reference in this [Prospectus/Private Placement Memorandum/Official Statement] and to be a part hereof. Any statement contained in a document incorporated or deemed to be incorporated by reference herein, or contained in th/s [Prospectus/Private Placement Memorandum/Official Statement], shall be deemed to be modified or superseded for proposes of tkis [Prospectus/Private Placement Memorandum/Official Statement] to the extent that a statement e0ntained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus/Private Placement Memorandum/Official Statement]. The Company files annual, quarterly and special reports, information statements and other information with the SEC under File No. 1 k9583. Copies of the SEC filings (including (1) the Company's Annual Report on Form i0-K for the year ended December 31, 2003, and (2) the Company's Quarterly R_eports on Form 10-Q for the quarters ended March 3t, 2004, June 30, 2004 and September 30, 2004) are available (/) over the Interact at the SEC's web site at htt~://www.sec.gov: (i/) at the SEC's pubhc reference room in Washington D.C.; (iii) over the Internet at the Company's web site at http://www.mbia.eom; and (iv) at no cost, upon request t6 MBIA Insurance Corporation, 113 King Street, Arrnonk, New York 10504. The telephone number of MBIA is (914) 273-4545. As of December 31, 2003, MBIA,hacl~dm/tted a~ets of $9.9 bi/lion (audited), total I/abi/ities of $6.2 bi/i/on (audited), and total capital and surplus of $3.7 bi/lion (audited) determined in accordance with statutory accou.uting practices prescribed or permitted by /nsurance regulatory authorities. As of September 30, 2004 MBIA had admitted assets of $10.4 bi/I/on (unaudited), total 1/ab/i/ties of $6.7 biLl/on (unaudited), and total capital and surplus of $3.7 b/ilion (unaudited) determLued in accordance with statutory accounting practices prescribed or perm/tted by insurance regulatory authorities Financial Strength Ratings of MBIA Moody's Investors Service, Inc. rates the financial strength ofMBIA"Aaa. ~' Standard & Poor's, a division of The McGraw-H/ii Companies, Inc. rates the fmaucial strength of Fitch Ratings rates the financial strength of MBIA "AAA." Each rating of MBIA should be evaluated independently. The ratings reflect the respective rahng agency's current assessment of the creditworthiness of MBIA and its ability to pay claims on its policies of insurance. Any further explanation -as to the significance of the above ratings may be obtained only from the applicable rating agency. The above ratings are not recommendations to buy, sell or hold the [Bonds/SecufitiesJ, and such ratings may be subject to revision or withdrawal at any time by the rating agencies. Any downward revision or withdrawal of any oft. he above ratings may have an adverse effect on the m~rket price of the [-Bonds/Securities]. MBIA does not guaranty the market price of the [Bonds/Secur/ties] nor does it guaranty that the ratings on the [Bonds/SecuritiesJ will not be revised or withdrawn. The insurance prov/ded by this policy is not covered by the FloridaI Insurance Guaranty Association created under chapter 631, Florida Statutes. 8TD-FL FINANCIAL GUARANTY INSURANCE POLICY MBIA Insurance Corporation Arm0~nl%.New Yor? 10504 Policy No, iV~3IA Insurance Corporation (fl~e 'Insm'eC'), in consideration of th~ payment of thc pmZmum and subject to the t~ms of this policy, hereby uncondi~omlly and in~vocably guar~tees to any owner, as hex~ defined, of~he following des~ obligations, the full and compl~ payment mquked to be m~c~e by or on behalf of the Ism~r to [PAYING AGENT/IRUS'I ]:E] or its successor (the "Paying Age~") of an ~mo~t equal to (i) the pmncipal of (al~ez at tho stated maturity or by any advancement of rnaRwity pursuant to a mandatory sinking fired payment) mad ~ on. the Obligations (as that term is defu~d below) as such paymants shall become due but shaU not be so paid (except that in the event of any acceleration of the due date of such principal by reason ofmandato~ or optional redeamption or accektation resulli~g from default or offm-wi~, otb~ ~mn any advanoevn~t of matur~pursuam to a marc/story ~nMng fired paymet~ the paymem~ ~ he.by shall be mad~ in such amounis and at such frees as such paymanm of prinoipal would have b~m due had the~ not bee~ any suds accele~a~on); and (ii) the r~knbumemant of any such paymant which is subs~queatly xecovered from any own~ pursuant to a final judgment by a court of ccrmp~ jurisdiction that such payment com~tutss an avoidable preference to such owne~ within the me-~n~n£ of any applicabl~ bankruptcy ]aw, The amoun~ refereed to in ¢lauses (i) and (/0 of the prec~ sh~ll be r~feazed to he.in colle~fiwly as the "Inmm~ Amounts.'" Obliga~ons" shall mea~ [PAR] [LEGAL NAME OF tSSUE] Upon receit0t of ~lephoni¢ or ~elegng~e notice, such notice subseque~y confirmed in writing by regi~am~ or certified mail, or upon n~,eipt of writtea notice by regis~med or certified n~l~ by the Insurer from the PaYing Agant or any owner of an Obligation the paymeut of an Insured ~ for ~ch m them due, 0mat sud~ re:luff'ed paymant has not bean made~ ~h~ Imurer on the due date of such paymont or within one bu~n~ day after receipt of notice of smch nonpaMme~ whichevez is late~, will make a deposit of funds, in an account with U.S. Bank Trust National Associafiom, in New Yodg New Yorl% or its suocemor, sutYacie~t for the payment of any such Imured Amounm which are then due. Upon presenemoat and sun'ender of such Obligations o' preson~raen~ of such othex proof of ownemhip of the Obligations, togethez with any appropriate ~,m~ of a,_~igr ~nt to ~ ~he a~t o, the ~ Amounts due on the Obligations as are paid by ~ae Inmrer, and appropriate ins~mor~ to eff'~ct ~he appo~ntme~ of the ~ as egont for such owners of ~ae Obligatiom in any legal proceeding related to payment of Insured Amoun~ on the Obligafic~ such insmananm berg in a form salisfictorf to U.S. BankTrast National Assoc/afion, U.S. Bank Trust National Association ehall di~burso to such owI~t3, or tho Ptly~g ~ paymellt of lhe Insured Amoun~ dm on such Obligations, less any amount held by the Paying Agmt for the payment of such Inma'ed Amounts and legally a'vailable ~terefor. Trtis policy dces not imqure aga/mt loss of any prepaym~ premmm wh/ch may at my t/me be payable with respect to any Obl/~tion A~s used ~ the ~ "owa~' ~hall mean the ~ owner of any Obligation as indicated in the bcoks malnbained by th~ Paying Agent, lhe Issuer, or any deS~g~e of the Issuer for such purpose. The term owner shall not/nolude the Issuer or any patty whose a~reement with the Issuer constitates the ~ Any service 0fprocess on the Inma-er may be made to the lrmurer at its offices located at i 13 K2ng Slreet, Armordq New York 10504 and such service of proce~ sb~| 1 be ~ ~ This policy/~ non-cancellable for any reason. The preminm on this policy is not refundable for any reason including the paymmt prior to maturity ofthe Obligafiom. the imsurance provided by this policy is not covered by the Flor/daimqurance GmrantyAssociation creazed under clmpter 631, Florida Statutes. 1N WITNESS 'VTItt~,EOF, the Insurer has caused this poI/cy to be executed in facsimile on ita behalf by il* daly aulhor/zed officea's, this [DAY] day of [MO>rr~ COUN City, President A~s/stant Secretary tusu~orporation STATEMENT OF BqS~CE MBIA Insurance Corporation (the "Insurer") has iSsued a policy containing the foliowin~ provisions, such policy being on file at fZNSERT NAME OF TRUSTEE OR PAYING AGENT. INCLUDING CITY. STATEj. The Insurer, ia consideration of the payme21~ 0'~"the premlt~ and subject to the terms of this policy, hereby unconditionally and irrevocably guarantees to any oWner, as hereinafter defined, of the following described obligations, the full and complete payment required to be made by or on behalf of the Issuer to [INSERT NAM]E OF TRUSTEE OR PAYING AGENT] or its successor (the "Paying Agent") of an amount equal to (i) the principal of(either at the stated maturity or by any advancement of matur/ty pursuant to a mandatory sinking fund payment) and interest on, the Obligations (as that term is defined below) as such payments shall become due but shall not be so paid (except that in the e~tent.of any acceleration of the due date of such priucipaI by reason of mandatory or optional redemption or acceleration resulting from default or otherw/se, other tha~ any advancement of matur/ty pursuant to a mandatory sinking fund payment, the payments guaranteed hereby shall be made in such amounts and at such times as such payments ofprthcipaI would have been due had there not been any such acceleration); and (ii) the re/mbursement of any such payment which is subsequently recovered from any owner pursuant to a final jud~nent bY a c°urt of competent jurisdictiun that such payment constitutes an avoida~ie reft the meaning of any applicable bankruntcv law T o~'-..-t~ ~£ =. . · . p erence to such oWner within ,- J · he ,~,u.u_ ,vrerrea rom clauses (0 and (ii) of the preceding sentence shall be refen-ed to herein collectively as the "Insured Amounts." "Obligations" shall mean: [I~ISERT LEGAL TITLE OF BONDs, ~CENTEitED AS FOLLOWS_;] ~SCRI~TION OF BONDS] Upon receipt of telephonic or telegraphic notice, such notice subsequently confm:ned in writing by regiStered or certified mail, or upon receipt of written notice by registered or certified mail, by th6/usurer from the Payiag Agent or any oWner of an Obligation the payment of an Insured Amount for which is then due, that such required payment has not been made, the Lmm-er on the due date of such payment or within one business day after receipt of notice of such nonpayment, hichever is later, will make a deposit of funds, in an account with U.S. Bank Trust National Aasoc/ation, in New York, New fork, or its successor, sufficie~it for the payment of any such InSured ganounts · surrender of such Obligations or resentment such .w~ich are the~ due. Upon presentment and appropriate P of - other proof of oWnership of the Obligations, together with any instruments of assignment to evidence the assignment of the Insured Amounts due on the Obligations as are paid by the Inanrer, and appropriate imtruments to effect the appoiumaent of the Insurer as agent for such owners of the Obligations in may legal proceeding related to payment of Insured Amounts on the Obl/gations, such instruments being in a form satisfactory to U.S. Bank Trust National Association, U.S. Bank Trust National Association shall disburse to such owners or the Paying Agent payment of the Insured Amounts due on such Obligations, less any amount held by the Payiag Agent fol- the payment of such .Insured Amounts and legally available therefor. This pol/cy does not insure against loss of any prepayment prom/urn wkich may at may time be Payabl~'wiih respect to any Obligation. As used herein, the term "owner" shall mean the registered owner of any Obligation as indicated in the books maintained by the Paying Agent, the Issuer, or any designee of the Issuer for such purpose. The term owner shall not ~nclude tb.e Issuer or aay party whose agreement vath the Issuer constitutes the underlying security for the Obligations. Any service of process on the Insurer may be made to the Insurer at its offices located at 1 I3 King Street, Arrnonk, New York 10504 and such sendce of process shall bg valid and binding. This policy is non-cancellable for any reason. The premium on this policy is not refundable for any reason iucludiag the payment prior to maturity of the Obligations. lie insurance proxdded by this policy is not covered by the Florida Insurance Guaranty Association created under chapter 631, F/or/da Statutes. MBIA INSURANCE CORPORATION STD~R-FL. i BOYNTON BEACH CRA AGENDA ITEM REQUEST FORM Requested CRA Date Final Materials Must be Requested CRA Meetina Dates Turned Meeting Dates into CRA Office [] Januar7 13, 2004 December 30, 2003 (Noon.) [] July 13, 2004 [] February 10, 2004 January 27, 2004 (Noon) [] August 10, 2004 [] March 9, 2004 February 24, 2004 (Noon) [] September 14, 2004 [] Aphl 13, 2004 March 30, 2004 (Noon) [] October 12, 2004 [] May 11, 2004 April 27, 2004 (Noon) [] November 9, 2004 [] June 8, 2004 May 25, 2004 (Noon) · December 06, 2004 Date Final Materials Must be Turned int._go CRA Office June 29, 2004 (Noon) July 27, 2004 (Noon) August 31,2004 (Noon) September 28, 2004 (Noon) 0etober 26, 2004 (Noon) November 30, 2004 (Noon) NATURE OF · Consent Agenda [] Old Bus/ness [] Legal AGENDA ITEM [] Director's Report [] New Bus/ness [] Future Agenda Items [] Other Item DATE: 11/26/2004 SLrlSJECT S~Y PARAGRAPH: We are requesting a Change Order to the TCEA for Task #8 Boynton Beach Boulevard Map Amendment. The Map Amendment for the Boynton Beach Boulevard from 1-95 to Federal Highway will consist of County Coordination and Methodology Preparation, traffic data collection, Arterial Analysis and Modeling and report preparation and submittal. The bottom line is that this study is required to remove a "Future" easement reserve that is impairing redevelopment on Boynton Beach Boulevard. On Nta¥ 13, 2003 the CRA Board approved the contract for the TCEA Study which had eight (8) tasks for a total of $10,4,000. The TCEA Study is complete; however as part of the optional elements, approximately $20,000 was not utilized due to the efficiency of the TCEA approval process. RECOMMENDATION: Staff is recommending the approval of the change order for Task #8 for the TCEA with Kimley-Horn. EXPLANATION: (Background of the issue: Who, What, Where, When, How, Etc,) There are several projects being developed for Boynton Beach Boulevard, The CRA Corridor Study encourages our new development vision; however the County has placed a "Future R.O.W. Easement" for an additional 20' of easement on each side of Boynton Beach Boulevard. This easement severely reduces the Redevelopment of the key corridor into the CRA. This Study is required to have the County and DOT to remove this easement from the Boynton Beach Boulevard area. FISCAL IMPACT: The amount requested is within the Professional Contracted Services Budget line item, which was rolled forward from 2003-2004 Fiscal Year. ALT ERNATIVES: None Annett shares L:kmemos\CP~ Agenda Item Request form - TEC,A Cha~e ~Orde~sdoc CHANGE ORDER TO: City of Boynton Beach Atto: Dale Sugerman P.O. Box 310 Bovnton Beach, Florida 33425-0310 Community Redevelopment Agency Attn: Douglas Hutchln~on 639 E. Ocean Avenue Suite 103 Bovnton Beach, FL 33435 DATE: November 16, 2004 PROJECT NAME: Bognton Beach TCEA PROJECT NO. KHA #044349005.1 Under our AGREEMENT dated November 24, 2003 Resolution No. 04-26 of the City of Boynton Beach approved the task order for consulting services associated with the Boynton Beach TCEA for a total of $104,000, which included a base amount of $56,000 and optional elements of $48,000. As part of the optional elements, approximately $20,000 has not been utilized dUe to efficiency of the TCEA approval process and minimal ORC involvement. Therefore, these approved funds axe available for the consulting services requested and described herein. You hereby are authorized and directed to make the following change(s) in accordance with terms and conditions of the Agreement: TASK 8 - Boynton Beach Boulevard Map Amendment We will prepare a transportation analysis for submittal to Palm Beach County in support of the proposed Thoroughfare Map Amendment for Boynton Beach Bouieyard fxom 1-95 to Federal Highway. This task will consist of the fo[lowing services: · County Coordination and Methodology Preparation · Traffic Data Collection ,, Arterial Analysis and Modeling · Report Preparation and Submittal We will perform these services on an hourly rate basis, which is not expected to exceed $20,000. Additional services may consist of (but not limited to) the following services: mitigation alternatives, urban design impacts, a. nd property condemnation analyses. These additional services would requiremn additio ,~al change order authorization prior to commencing these services. Accepted: ., 20 By: City of Boynton Beach By: Boynton Beach Community Redevelopment Agency By: Kimley-Hom and Associates, Inc. The following document is the TCEA Original Agreement November 24, 2003 A~sistaut City lVr_auag~r City of Boyutou Beach P.O. Box 310 Boyntou Beach, Florida, 33425-0310 De~* I~r. Sugerm~: TC~A BACKGRO~ It is our undermtanding that the Boynton Beach Coromtmity Redcvelopmant A~ncY (CRA) and the City ofBoyuton Beanh ("the City'9 seek to establish a TCBA within d~ CRA, i~ de~siguated urban 9,T-~.0035(6)(aX2) of the ~orlda Adngul~mtive Code, The City ha~ recently updated the redeveJopr~nt l~lans for the . - ~ ~ encoura~n{ multi-modal Ixansportation options. Nonethelees, the plans am expected to create additional vohieula~ imp,~ts both within the prOposed TCEA and the a~a¢¢nt areas. The intellt of the TCEA establimlunont is to facilitate implerr~nte~ion of these plans throb elimination of the traniportatJoil concurrency r~luiremeaU. Instead, the TCHA plan will include strategies for traffic impact Iuitliatton and management, and contribute to the Creation ora livable and sustainable communil~ in the downtown Boynton Beach are~ Appltcadou for a TCEA can only be made by a municipality or the County. The TC~A is adopted a~ an amendment to the City's Compreheusive Plan and to the Traffic Peffmumuee Standards Ordinance (TP$O) which involves au amandr~nt to the County's Comprehensive Plan. These amendments are reviewed by various state and lo~ml agoncie{ tncludin~ l~[jiceiq[ cities, vatdou~ ¢ouu[y departments, the Tremsure Coast Regional Plannin{ Council, PlorJda Departnletm~s of Trausportation and Community Affairs. l!/22/2004 09:36 561742~2§B PLANNING PA~ 03 TCEA GOALS The TCI~ proc~s will ~erve r~y purposea ~ .ddtfi~ to ~ ~ ~ps ~d s~gle ~cu~ v~cl~, l~d ~ ~uc~ v~jcJe ' SCOPE OF ~ne followlrlg ~o/~ of ~ is ~ ~ help ~ ~ ~ ~ ~ ~hieve &e ~U~ vision of~ ~ ~el~t pI~ by ~ ~ Ci~ of d~h C~t~ ~ ~ e~blish a ~vel~nt ~e. ~ TASK8 T~zk I - TCgA Doflnmon nd J~::~'-~-'~h~ ~ lntQa~ s~p will ~ to ~si~ ~ ~u~d~es of~e T~ ~ t~volve c~i~g ~ -. - Rule 9J~.~5(2). ~ will ' ~s~mPm~n~n~t~l~onfor~e in ~ ~naxvc ~ ~nd~t ~d T~A AppU~tlona a~ to help justly ~e ~ea ~ mlag~ to ~e go~s, obJ~U~ ~d ~lie~ of~ Clys C~h~ve ~, It is o~ ~d~n~ ~at ~ Ci~ ~t~ds ~r the N]ml®y. Horn proposed TCE~ ~o exclude L,% CRA ~ south of Woolbtight Roed, north of · e Bo~ B~ch ~al, ~d ~e ~ w~t of ~t~rate.~5. A review ~ ~o ~$~g ~ ~tum ~d U~ M~ Da~ ~ ~vid~ M ~ ~ l~d u~s wi~M tM ~. ~ ~ ~ devcl~ ~C ~<tions for ~d tn~ai~s pm~ by ~ ~F ~d ~. ~ &e ~ ~ ~ ~I ~ u~ to ~.~n~ac~t I~ ~ ~ ~ ~i~ aPpllca~ ~A not ~d~ m ~ ~y ~ ~ ~ c~fled (~ ~ ~fim~ S~) by ~ Palm B~O ~. It Is a requtronmu of the Palm Beach cotmty Traffic Performmce Standards Ofdlnauce {TP$O) tl~ a Pre-Application Me.laS b~ held as procedure. Kimley-Hom will schedule an initial pre-application meeting to include a ~echnical methodology dlecusston with r~'esenmtivea of both the Palm Bnanh County Traffic Division end Planning Division (who will be m .p~?b..~. ilar invlth~ other m~t. alivea of other n~o. monl¢ip~httes). We will ........... -= teclmtque~ that ' t,,~t,n~ ~t metao~ology aocumont to present the wtil be used in the an~ysi$. We will attand the nmeting to present the methodology to ai~ncy r~presentatives in atZandanm. In nc~ozdance with re~luirenaant$ of the Depnttmant of Community Affa~ (DCA) and Palm Beach County, a traffic analy,is will be prepared to address thc impacts of the TCSA on thc $urrotmdlng area, adjacent muntclptliti~ and the Florida/ntrastate lTtShway System ('FIHS). Infoi~tlation provided by Palm Beach County and other a~ncies durin$ the l~e-Application and ~lo~y Meeting will be evaluated for incorporation into the an~lyst$, This t, expected to include daily and peak hour analyses and will address short and long ranse projections of traffic conditions. The Mug range analysts will involve a 2025 evaluation of traffic conditions in the downtown Boynton Bench area. Up to slx (6) lntensections will be analyzed (as needed) as part of Task 2. An evaluation of the existing transportation network will be performed, includin$ roadway conditions, available transit opilons (such as PalmTran routes or accnss to TriP. ail service), as well as pedestrian and bicycle facilities. l~xlsting traffic count data will be obtahled from the City of Boynton Beach, Palm Beach County, and the l~lortda Department of Transportation. 'Based on the land us~ data provided In Task i, a trip fi'eneratlon al underttl~ri for the propos~ CRA I ....... .~tn y$i$ will be ann Ilse I~tllllan$ trip gelleration rites from Palm Beacfi County and current edition of th~ Institute of Transpol~atlon l~n~ine~rtnlI's ;'Hp Genere. tion Report. Trip generation calCUlations.for uniclu~ ]~nd usc. not specified b71TS or ?Gm Be~B Co~ will ~ develo~ ~ ~ ~ifl~ to a~a~ly m~nt the p~ ~ l~d u~ p]~ ~ de~ h ~k ~ F3~ ~l ~t~ ~1I ~ 1. ~ on ~o 1~ m~w ~e ~/usflflcati~ R~ ad~i c~d in~e ~ ~u~ --~,,- ~ - - ~ ~. ~ t~l~i~ ~s at ~ ~d U~ ~s~ B~, ~ ~i~ ~ew ~n~ ~v~ d~ ~ ~ will ~ ev~ to (2)u~meT~; '"~--~ ~-~A~A>· ~o Aa part of the TCEA J'uetifl~uflofl Report, ~ Mil ~ ~ of c~C~ncy study ~ ~e T~ ~tlgaflon pl~ will ~cl~e ~~s ' PO~n~ ~c ~ i~ ..... ' ~ ~ ~way ~d ~,UUL ~ ~aay ~ ~sft Omul~ PI~, Bi.way H~ ~d a ~ N~k Phn. " ~nfial ~d u~ tn~ ~flc~t~, 1~ uM P~ng pl~, ' Tms~tion ~d Ma~~s~fion ~d ~ alt~ws. ~~ K~rnley-Hor~ ~ As~ooiate~, ~ ~ll iucorporate the prolxa~ strategies and recommendations for transportation op~ations within aud around the TCBA in r. he Trat~c ~lement of the Cfly of Boyaton Beach COmprehensive Plan, In this t~k we will work with the City ~ develop a set of m~ally supportive (OOP's) to guide ~'aa*,,~,-,---- .,--,-,-- .. Go.als, .Objectives and Policies y, I%en ~ough we understand that the C/ty intends to make a substantial mc~iflcatlon to the cth'"~t Traffic Circulation FAenlent,,we will review the current element ~ Purtxaes of identi/~in$ ~.ny useful ponto~ to carry forwant into the UlXta~d element or recommend modlfu:atio~ to existing OOP's will b~ d~v~loped to addre~ t~c follo~mg mavxrs: Fumi{ng allocations Potential f~mtiug sources Land ~se pS~rns Multi~aodal approaches Roadway safety Level of service Typical sections for City streets Amenities for tr~uspormlon users N~ishborhcod l~hnnin~ Traffic calm;~l{ Struot aesthetics A draft version of tile Tnmspottatlun Elemcm aa modified to incortx~te TCBA goals, objectives, and policies will be ~ttbmitted to City of Boynton Beach CRA staff pzior to transmittal to Palm Beach County or DCA. The finalized mtffic analyse~, mitigation srcatcSy plan, and updated Tran spot, atica Element at~nd Transmittal/-/earin~1 be compiled for trsn~t, tal ~o DCA, KI--/A will TCBA packase to DCA. for be City end County as needed to ffammit the Up to flO~m (IS) copies of t~e ~ransmittal document will be pzepazed for submtRal to DCA. 11/22/2094 ~:3~ §~1742B259 PLANNING P~E 07 We will pml~are for sad a~m~d P~Im Bc~ch Coua~y's fimfl ~ ~n$ m ~ly a~ t~ ~ Wi~h ~e ~ ~ m T~ NOT ~ h~ not ~ ~I~ ~ ~ c~ ~ ~ ~t ~d ~ ~ · Regional Acttvl~ Center (RAC) Application · Vacant I~nd inventory · 0I$ dam compilation *' Addilional Iz'l.~c analysis or modeling " Attendance at ndcllttonaJ r~et/ngs beyond tho~e ideqtlttfied d~ovc * Additloaal n'~tlASs with DCA * Traffi~system tnve~tor~ data not ma~ available b~ t~ City, Count~, or '- FDOT ' Update of Putur~ I-~md Use Map O~UM) o Compmheasive Plan Impacts to Elen~nts other tb~n the Transpo~tlon El*ment o C. ons/~t~n~y of I~LU1VI with CRA R~dev~lopm~nr Plau *' Ot~r Additional Services no~ de~cn~:l h~rein SCHEDULE We will pro'vide our Services ~ ~ upon sdl~lule, expeditiously ~ ~cnl ~ ~ a ~ly ~s h Is ~ ~~ ~ ~e Ci~ of B~n B~ch ~ad~ fiI~ ~e~ ~ appllc~a~ for P~ B~h ~¥s Ro~ l sc~e for 2~ ~ ~ive pi~ ~t.~ ~o ~ T~. We will perform ~be ~m'vtcea outlined in Taska I through 4 for a lump sum fi~e of $~6,000 as follows: Ta~k i - TCBA Definition and Suatiflcatton Task ~ T~ on ~ h~ly ~e bMis: Task 5 - Tt~A C~a,gs =hanlivc Plan Am~dtm~nts Task 6- T~ T~ ~e $18,~ T~ 7 - OR~ Re~ p~ $10,~ $20,~ Ail ~, a~on, ~d s~ project ~ ~11 ~ p~d ~flY ~ ~ In addition to th~ mat~,~ ~t subject to, and only to, forth h~r~in, our ~t ~l ~Clu~ and ~ ~' ~c ~ ~ ~ '~ ~t" s~l ~f= ~: ~ ~ If yo- coilcur in all the fol~going and wish to direct us to ~ with h~ serelces, please have authorized persons execute ~ copie~ of ttgs A~eemetlt in the ~pa~es files, provided below, retain ene copy, ead return thc other to us for OUr F~e.s ~ad ~ mt~i in Ns Agr~r~nt ar~ valid f~- dxry (60) days ai~r tho d~te oft/ds letter. KIMI-~Y-ItORN AND AS,~OC/ATI~, INC. Region~! B~stn~.u By: ~ Title: