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90-PP03/20/90 Third Draft 2/345/1 3878M RESOLUTION NO. 90-PP A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $10,500,000 IN AGGREGATE PRINCIPAL AMOUNT OF PUBLIC SERVICE TAX REVENUE BONDS OF THE CITY FOR THE PURPOSE OF REFUNDING A CERTAIN JUDGMENT AGAINST THE CITY; PROVIDING THAT SUCH BONDS SHALL CONSTITUTE LIMITED OBLIGATIONS OF THE CITY, AND THAT THE PAYMENT OF THE PRINCIPAL OF AND THE INTEREST ON SUCH BONDS SHALL BE FROM CERTAIN DESIGNATED REVENUES, INCLUDING THE PUBLIC SERVICE TAX REVENUES OF THE CITY; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; PROVIDING FOR THE APPOINTMENT OF A PAYING AGENT AND A REGISTRAR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Commission (the "Governing Body") of the City of Boynton Beach, Florida (the "Issuer") previously adopted Resolution No. 84-TTT on September 5, 1984, as amended and supplemented(the "1984 Resolution") pursuant to which the Issuer has issued its $4,000,000 Recreational Facilities Revenue Bonds, Series 1984 (the "1984 Bonds"); and WHEREAS, the 1984 Resolution permits the issuance of additional indebtedness secured by and payable from "Designated Revenues" (as defined in the 1984 Resolution, the "1984 Designated Revenues") subject to the terms and conditions of the 1984 Resolution; and WHEREAS, the Governing Body previously adopted Resolution No. 86-XXX on OctOber 21, 1986, as amended, supplemented, and restated by Resolution No. 86-ZZZ, adopted October 30, 1986, and Resolution No. 86-EEEE, adopted November 5, 1986 (collectively, the "1986 Resolution") pursuant to which the Issuer has issued its $11,650,000 Public Service Tax Revenue Bonds, Series 1986 (the "1986 Bonds"); and WHEREAS, pursuant to the 1986 Resolution, the 1986 Bonds are secured by a lien upon and pledge of certain "Designated Revenues" as defined in the 1986 Resolution (the "Designated Revenues"), which lien and pledge is subordinate to the lien and pledge on the 1984 Designated Revenues securing the 1984 Bonds pursuant to the 1984 Resolution; and WHEREAS, pursuant to the 1986 Resolution, Junior Obligations (as defined in the 1986 Resolution) may be issued by the Issuer for any lawful purpose upon the terms and conditions of the 1986 Resolution, such Junior Obligations to be payable from and secured by a lien upon and pledge of the Designated Revenues that is junior, subordinate and inferior to the lien thereon in favor of the 1986 Bonds; and WHEREAS, a judgment (the "Refunded Debt") has been rendered against the Issuer in Case Nos. CL 86-3661 AE and CL 87-1638 AE in the Circuit Court of the Fifteenth Judicial Circuit of Florida, in and for Palm Beach County, Florida; and WHEREAS, the Issuer desires to issue additional obligations payable from the Designated Revenues (the "Bonds") as Junior Obligations under the 1986 Resolution to provide funds to pay the Refunded Debt; and WHEREAS, the Bonds shall be payable from'and secured by a lien upon and pledge of the Designated Revenues; and WHEREAS, the lien on and pledge of the Designated Revenues to secure the Bonds shall be subordinate to the lien on and pledge of the 1984 Designated Revenues to secure the 1984 Bonds and the lien on and pledge of the Designated Revenues to secure the 1986 Bonds; BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON BRACH, FLORIDA: SECTION 1. Authority. This Resolution is adopted pursuant to the Charter of the City of Boynton Beach, Florida, the Constitution of the State of FlOrida, including, but not limited to, Article VIII, Section 2 thereof, and other applicable provisions of law, the 1984 Resolution and the 1986 Resolution. SECTION 2. Definitions. Ail terms used herein in capitalized form and not otherwise defined herein shall have the same meaning ascribed to them in the 1986 Resolution. Words in this Resolution importing singular 'numbers shall include the plural number in each case and vice versa, and words importing persons shall include firms, corporations, or other entities including governments or governmental bodies. As used herein, unless the context otherwise requires: "Act" means the Charter of the Issuer, the Constitution of the State of Florida, including, but not limited to, Article VIII, Section 2, and other applicable provisions of law. "Authorized Depositary" means any bank, trust company, national banking association, savings and loan association, savings bank or other banking association selected by the Issuer as a depositary, which is authorized under Florida law to be a depositary of municipal funds and which has qualified with all applicable state and federal requirements concerning the receipt of funds of the Issuer. "Bondholder" or "Holder" or any similar term shall mean the person who shall be the registered owner of any Bond outstanding under the terms of this Resolution. "Bond Registrar" means the Authorized Depositary appointed by the Issuer as such prior to the issuance of the Bonds, or any other agent of the Issuer designated from time to time by the Issuer, by resolution, to maintain the registration books for the Bonds issued hereunder and to perform other duties with respect to registering the transfer of the Bonds. "Bonds" means the City of Boynton Beach, Florida, Public Service Tax Revenue Bonds, authorized to be issued pursuant to this Resolution in one or more series in the aggregate principal amount of not exceeding $10,500,000. "1984 Bonds" shall mean the Issuer's Recreational Facilities Revenue Bonds, Series 1984 issued pursuant to the 1984 Resolution in the original aggregate principal amount of $4,ooo,ooo. -2- 3878M "1986 Bonds" means the Issuer's Public Service Tax Revenue Bonds, Series 1986 issued pursuant to the 1986 Resolution in the original aggregate principal amount of $11,650,000. "Clerk" means the City Clerk of the Issuer or any Deputy or Assistant Clerk. "Code" means the Internal Revenue Code of 1986, as amended, and all temporary, proposed or permanent implementing regulations promulgated thereunder or applicable thereto. "Governing Body" means the City Commission of the Issuer. "Government Obligations" means direct obligations of the United States of America which are not subject to call or prepayment at the option of the United States of America prior to maturity. "Issuer" means the City of Boynton Beach, Florida. "Junior Obligations Account" shall mean the account by that name established pursuant to Section 503 of the 1986 Resolution. "Mayor" means the Mayor or Vice-Mayor of the Issuer or the duly appointed designee of the Mayor. "Note" or "Notes" shall mean any bond anticipation notes or other obligations of the Issuer issued for the purpose of providing funds to satisfy the Refunded Debt in anticipation of the issuance of the Bonds. "Outstanding" or "Bonds Outstanding" means all which have been issued pursuant to this Resolution except: Bonds (a) Bonds cancelled after purchase by the Issuer in the open market or because of payment at or redemption prior to maturity; (b) Bonds which are deemed to be no longer Outstanding pursuant to Section 11 hereof; and (c) Bonds which are deemed to be no longer Outstanding pursuant to Section 6.H hereof. "Paying Agent" means the Authorized Depositary appointed by the Issuer hereunder to act as Paying Agent, or any other Authorized Depositary designated by the Issuer to serve as a Paying Agent or place of payment for the Bonds issued hereunder that shall have agreed to arrange for the timely payment of the principal of, interest on and redemption premium, if any, with respect to the Bonds to the registered owners thereof, from funds -3- 3878M made available therefor by the Issuer, designated pursuant to this Resolution. and any successors "Refunded Debt" means the certain judgment against the Issuer entered in the Circuit Court of the Fifteenth Judicial Circuit of Florida, in and for Palm Beach County, Florida, in Case Nos. CL 86-3661 AE and CL 87-1638 AE. "1984 Resolution" means Resolution No. 84-TTT adopted by the Governing Body of the Issuer on September 5, 1984, as amended and supplemented, authorizing the 1984 Bonds. "1986 Resolution" means Resolution No. 86-XXX adopted by the Governing Body of the Issuer on October 21, 1986, as amended, supplemented and restated by Resolution No. 86-ZZZ, adopted by the Governing Body of the Issuer on October 30, 1986 and Resolution No. 86-EEEE, adopted by the Governing Body of the Issuer on November 5, 1986, authorizing the 1986 Bonds. SECTION 3. Findinqs and Determinations. ascertained, determined and declared that: It is hereby A. The Refunded Debt is a valid obligation of the Issuer. B. It is in the best interest of the Issuer, its citizens and taxpayers to issue the Bonds in order to provide funds to satisfy the Refunded Debt. C. The Issuer is authorized under the Act and the 1986 Resolution to issue the Bonds to provide funds to refund the Refunded Debt. D. The Bonds will be issued Obligations pursuant to Section 506 of Resolution. as Junior the 1986 E. The Designated Revenues will be sufficient to pay as the same shall become due and payable the principal of and interest on the 1984 Bonds, the 1986 Bonds, and the Bonds, and all other payments required to be made pursuant to the 1984 Resolution, the 1986 Resolution and this Resolution. F. It is deemed necessary and desirable to pledge the Designated Revenues to the payment of the principal of and interest on the Bonds. No part of the Designated Revenues have been pledged or hypothecated except with respect to the Bonds, the 1984 Bonds, and the 1986 Bonds. The Bonds shall be subordinate as to lien on and source and security for payment from the 1984 Designated Revenues to the -4- 3878M 1984 Bonds and as to lien on and source and security for payment from the Designated Revenues to the 1986 Bonds. G. The Issuer is not under this Resolution obligated to levy any ad valorem taxes to pay the principal of or interest on the Bonds or any other payments required to be made pursuant to this Resolution. SECTION 4. Contract. In consideration of the acceptance of the Bonds authorized to be issued hereunder by those who shall hold the same from time to time, this Resolution shall be deemed to be and shall constitute a contract between the Issuer and the Bondholders. The covenants and agreements herein set forth to be performed by the Issuer shall be for the equal benefit, protection and security of the Bondholders and all Bonds shall be of equal rank and without preference, priority or distinction over any other thereof, except as expressly provided herein. SECTION 5. Authority for Issuance of Bonds. Subject and pursuant to the provisions hereof, obligations of the Issuer to be known as "City of Boynton Beach, Florida, Subordinate Public Service Tax Revenue Bonds" are hereby authorized to be issued in one or more series in an aggregate principal amount of not exceeding $10,500,000, for the purpose of paying the Refunded Debt or any Note(s). SECTION 6. Terms, Redemption and Form of Bonds. A. The Bonds of each series shall be numbered consecutively from 1 upward preceded by the letter "R" prefixed to the number. The principal of and redemption premium, if any, on the Bonds shall be payable when due upon presentation and surrender of such Bonds at the principal corporate trust office of the Paying Agent. Interest on the Bonds shall be paid by check or draft mailed by the Paying Agent to the registered owners of the Bonds at their addresses as they appear on the registration books maintained by the Bond Registrar at the close of business at its principal corporate trust office on the 15th day (whether or not a business day) of the month preceding the interest payment date (the "Record Date"), irrespective of any transfer or exchange of such Bonds subsequent to such Record Date and prior to such interest payment date, unless the Issuer shall be in default in payment of interest due on such interest payment date. In the event of any such default, such defaulted interest -5- 3878M shall be payable to the persons in whose names such Bonds are registered at the close of business on s special record date for the payment of such defaulted interest as established by notice to the registered owners of the Bonds deposited by or on behalf of the Issuer in the U.S. mails, postage prepaid, not less than fifteen (15) days preceding such special record date. Such notice shall be mailed to the persons in whose names the Bonds are registered at the close of business at the principal corporate trust office of the Bond Registrar on the fifth day (whether or not a business day) preceding the date of mailing. B. The registration of any Bond may be transferred upon the registration books upon delivery thereof to the Bond Registrar at its principal office accompanied by a written instrument or instruments of transfer in form and with guaranty of signature satisfactory to the Bond Registrar, duly executed by the Bondholder or the Bondholder's a~torney-in-fact or legal representative, containing written ~instructions as to the details of the transfer of such Bond, along with the social security number or federal employer identification number, if any, of the transferee. In all cases of a transfer of a Bond, the Bond Registrar shall at the earliest practical time in accordance with the terms hereof enter the transfer of ownership in the registration books and shall deliver in the name of the new transferee or transferees a new fully registered Bond or Bonds of the same maturity and of authorized denomination or denominations, for the same aggregate principal amount and payable from the same source of funds. Bonds may be exchanged for a like aggregate amount of Bonds of other authorized denominations of the same series and maturity. The Issuer and the Bond Registrar may charge the Bondholder for the registration of every transfer or exchange of a Bond an amount sufficient to reimburse them for any tax, fee or any other governmental charge required (other than by the Issuer) to be paid with respect to the registration of such transfer, and may require that such amounts be paid before any such new Bond shall be delivered. The Bond Registrar shall not be required to transfer or exchange any Bonds during the period beginning five (5) days before mailing of a notice of a redemption to the date of such mailing nor to transfer or exchange any Bond which shall have been selected for redemption. -6- 3878M C. The Issuer, the Bond Registrar, and the Paying Agent may deem and treat ~the registered owner of any Bond as the absolute owner of such Bond for the purpose of receiving payment of the principal thereof and the interest and premiums, if any, thereon. D. The Bonds of each series shall be issued in registered form on such date or dates, shall be issued in such amount within the limitation of Section 5 hereof, shall be dated such date, shall bear interest from the date thereof, payable on such date or dates of such years, commencing on such date, at such rate or rates not in excess of the maximum rate allowed by law, shall mature, shall have such series designation, shall be issuable in such denomination(s), shall be sold to such original purchaser(s) upon such terms and conditions, and shall have such Bond Registrar and Paying Agent(s) all as set forth in a subsequent resolution of the Issuer. E. The Bonds shall be executed in the same of the Issuer by the Mayor and attested to and countersigned by the Clerk and the seal of the Issuer shall be imprinted, reproduced or lithographed on the Bonds. The signatures of the Mayor and the Clerk on' the Bonds may be by facsimile, but at least one signature of any of the Mayor, the Clerk or the Bond Registrar on each of the Bonds shall be a manual signature. If any official whose signature appears on the Bonds ceases to hold office before the delivery of the Bonds, the signature of such official shall nevertheless be valid and sufficient for all purposes. In addition, any Bond may bear the signature of, or may be signed by, such persons as at the actual time of execution of such Bond shall be the proper officials to sign such Bond although at the date of such Bond or the date of delivery thereof such persons may not have been such officials. Only such of the Bonds as shall have endorsed thereon a certificate of authentication substantially in the form hereinafter set forth in Section 6.K hereof, duly executed by an authorized signatory on behalf of the Bond Registrar, shall be entitled to any right or benefit under this Resolution. No Bond shall be valid or obligatory for any purpose unless and until such certificate of authentication shall have been duly executed by the Bond Registrar, and such certificate of the Bond Registrar upon any such Bond shall be conclusive -7- 3878M evidence that such Bond has been duly authenticated and delivered under this Resolution. The Bond Registrar's certificate of authentication on any Bond shall be deemed to have been duly executed if signed by an authorized signatory of the Bond Registrar, but it shall not be necessary that the same person sign the certificate of authentication on all of the Bonds that may be issued hereunder at any one time. F. In the event any Bond is mutilated, lost, stolen or destroyed, in the absence of notice to the Issuer or the Bond Registrar that such Bond has been acquired by a bona fide purchaser, the Issuer shall execute and the Bond Registrar shall authenticate a new Bond of like date, maturity and denomination to that of the mutilated, lost, stolen or destroyed Bond; provided that, in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the Bond Registrar, and in the case of any lost, stolen or destroyed Bond, there first shall be furnished to the Issuer and the Bond Registrar evidence of such loss, theft or destruction satisfactory to the Bond Registrar and not objected to by the Issuer, together with an indemnity satisfactory to the Bond Registrar and Issuer. In the event any such Bond shall have matured or been called for redemption, instead of issuing a duplicate Bond, the Issuer may direct the Paying Agent to pay the same without surrender thereof, making such requirements as it deems fit for its protection, including the furnishing of evidence and indemnity the same as in the case of the issuance of a new Bond. The Issuer and the Bond Registrar may charge the owner of sUch Bond with their reasonable fees and expenses for such service and any tax or other governmental charge (imposed by a governmental unit other than the Issuer) in connection therewith. Any such duplicate Bond shall constitute an original contractual obligation on the part of the Issuer-whether or not the mutilated, destroyed, stolen or lost Bond be at any time found by anyone, and such duplicate Bond shall be entitled to equal and proportionate benefits and rights as to lien on, and source of payment of and security for payment from, the funds pledged to the payment of the Bond so mutilated, destroyed, stolen, or lost. G. The Bonds of each series may have such redemption provisions as set forth or incorporated by reference in a subsequent resolution of the Issuer adopted prior to the issuance of such -8- 3878M series. Notice of redemption of Bonds of a series shall be given in the manner required for such Bonds as set forth in a subsequent resolution adopted with respect to such Bonds prior to the issuance thereof. H. Notice having been given in the manner and under the conditions hereinabove or in a subsequent resolution provided, Bonds or portions of Bonds duly called for redemption shall, on the redemption date designated in the notice of redemption, become and be due and payable at the redemption price provided for redemption for such Bonds or portions of Bonds on such date. On the date so designated for redemption, moneys for payment of such redemption price being held in separate accounts by the Paying Agent in trust for the registered owners of the Bonds or portions thereof to be redeemed, interest on the Bonds or portions of Bonds so called for redemption shall cease to accrue, such Bonds and portions of Bonds shall no longer be Outstanding hereunder, shall cease to be entitled to any lien, benefit or security under this Resolution, and the registered owners of such Bonds or portions of Bonds shall have 'no right in respect thereof except to receive payment of the redemption price thereof and, to the extent provided in the next subparagraph, to receive Bonds for any unredeemed portions of the Bonds. I. In case part but not all of an outstanding fully registered Bond shall be selected for redemption, the registered owner thereof shall present and surrender such Bond to the Paying Agent for payment of the principal amount thereof so called for redemption, and the Issuer shall execute and the Bond Registrar shall authenticate and cause to be delivered to or upon the order of such registered owner, without charge therefor, a new Bond or Bonds for the unredeemed balance of the principal amount of the Bonds so surrendered. J. If the date for payment of the principal of, premium, if any, or interest on the Bonds shall be Saturday, Sunday, a legal holiday or other day on which banking institutions in the city where the principal corporate trust office of the Bond Registrar or Paying Agent, or both, is located are authorized by law to close and on which the Bond Registrar or Paying Agent, or both, is closed, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or other day on which such banking institutions are authorized to close and on which -9- 3878M the Bond Registrar or the Paying Agent is closed, and payment on such day shall have the same force and effect as if made on the nominal date of payment. K. The text of the Bonds, the form of assignment for such Bonds, and the authentication certificate to be endorsed thereon shall be substantially in the following form, with such omissions, insertions and variations as may be necessary or desirable and as may be approved and made by the officials of the Issuer executing the same, such execution to be conclusive evidence of such approval. -10- 3878M NOo R- [Form of Bond] UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF BOYNTON BEACH, FLORIDA PUBLIC SERVICE TAX REVENUE BOND Interest Maturity Date: Original Dated CUSIP NO: Rate: Date: REGISTERED OWNER: PRINCIPAL AMOUNT: City of Boynton Beach, Florida (hereinafter called the "Issuer"), for value received, hereby promises to pay to the Registered Owner identified above~, or to registered assigns or legal representatives, to the extent and" from the sources pledged therefor, as described herein, on the Maturity Date identified above (or earlier as hereinafter provided), t'he Principal Amount identified above, upon presentation and surrender hereof at the principal corporate trust office of , , or its successors, as Paying Agent (the "Paying Agent"), and to pay, to the extent and from the sources herein described, interest on the principal sum from the date hereof, or from the most recent interest payment date to which interest has been paid, at the Interest Rate per annum identified above computed on the basis of a year of 360 days consisting of twelve thirty day months, until payment of the principal sum, or until provision for the payment thereof has been duly provided for, such interest being payable semiannually on of , commencing on , Interest will be paid by check or draft mailed to the Registered Owner hereof at the address of such Registered Owner as it appears on the registration books of the Issuer maintained by , , , or its successors, as Bond Registrar (the "Bond Registrar") at the close of business on the fifteenth (15th) day (whether or not a business day) of the month next preceding the interest payment date (the "Record Date"), irrespective of any transfer or exchange of this Bond subsequent to such Record Date and prior to such interest payment date, unless the Issuer shall be in default in payment of interest due on such interest payment date. In the event of any such default, such defaulted interest shall be payable to the person in whose name this Bond is registered at the close of business on a special record date for the payment of such defaulted interest as established by notice deposited by the -11- 3878M Issuer in the U. S. mails, postage prepaid, to the Registered Owner of this Bond not less than fifteen (15) days preceding such special record date. Such notice shall be mailed to the person in whose name this Bond is registered at the close of business on the fifth (5th) day (whether or not a business day) preceding the date of mailing. This Bond is one of an authorized series of bonds (the "Bonds") in the aggregate principal amount of $ of like date, tenor and effect, except as to number, maturity and interest rate, issued to provide for the refunding of s certain judgment debt of the Issuer pursuant to the authority of and in full compliance with the Constitution and laws of the State of Florida, including particularly Article VIII, Section 2, the Charter of the Issuer, and other applicable provisions of law, and Resolution No. , adopted by the Issuer on , , as amended and supplemented (the "Resolution"). This Bond is subject to all the terms and conditions of the Resolution, and capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the Resolution. This Bond is not a general obligation of the City within the meaning of Article VII, Section 12 of the Constitution of the State of Florida or a pledge of the full faith and credit of the Issuer, but is payable exclusively from proceeds received by the Issuer from certain non-ad valorem tax revenue sources, including particularly certain public service tax revenues (the "Designated Revenues"). The lien on and right to payment of this Bond from the Designated Revenues is subject to the lien thereon and right to payment therefrom in favor of the 1984 Bonds and the 1986 Bonds, as further described in the Resolution. Reference is made to the Resolution for the provisions, among others, relating to the terms, lien and security for the Bonds, the custody and application of the proceeds of the Bonds, the rights and remedies of the Holders of the Bonds, and the extent of and limitations on the Issuer's rights, duties and obligations, to all of which provisions the registered owner hereof assents by acceptance hereof. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication endorsed hereon shall have been signed by the Bond Registrar. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE SIDE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF FULLY SET FORTH ON THIS PAGE. This Bond is and has all the qualities and incidents of an investment security under the Uniform Commercial Code-Investment Securities Law of the State of Florida. -12- 3878M IN WITNESS WHEREOF, City of Boynton Beach, Florida, has issued this Bond and has caused the same to be signed by its Mayor and attested and countersigned by its Clerk either manually or with their facsimile signatures, and its seal or a facsimile thereof to be impressed or reproduced hereon, all as of the day of , CITY OF BOYNTON BEACH, FLORIDA (SEAL) By: Mayor ATTESTED AND COUNTERSIGNED: By: City Clerk 3878M [CERTIFICATE OF AUTHENTICATION] This Bond is one of the Bonds designated in and executed under the provisions of the within mentioned Resolution. , as Bond Registrar By: Authorized Officer Date of Authentication: [To be printed on the reverse side of Bonds] [INSERT REDEMPTION PROVISIONS] Ail such Bonds called for redemption and for the retirement of which funds are duly provided will cease to bear interest on such redemption date. The registration of this Bond may be transferred upon the registration books upon delivery hereof to the principal office of the Bond Registrar accompanied by a written instrument or instruments of transfer in form and with guaranty of signature satisfactory to the Bond Registrar, duly executed by the owner of this Bond or by such owner's attorney-in-fact or legal representative, containing written instructions as to the details of transfer of this Bond, along with the social security number or federal employer identification number, if any, of the transferee. In all cases of a transfer of a Bond, the Bond Registrar shall at the earliest practical time in accordance with the provisions of the Resolution enter the transfer of ownership in the registration books and shall deliver in the name of the new transferee or transferees a new fully registered Bond or Bonds of the same maturity and of authorized denomination or denominations, for the same aggregate principal amount and payable from the same source of funds. The Issuer and the Bond Registrar may charge the owner of the Bond for the registration of every transfer or exchange of a Bond an amount sufficient to reimburse them for any tax, fee or any other governmental charges required (other than by the Issuer) to be paid with respect to the registration of such transfer, and may require that such amounts be paid before any such new Bond shall be delivered. 3878M If the date for payment of the principal of, premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or other day on which banking institutions in the city where the principal corporate trust office of the Bond Registrar or Paying Agent, or both, is located are authorized by law to close and on which the Bond Registrar or Paying Agent, or both, is closed, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or other day on which such banking institutions are authorized to close and on which the Bond Registrar or the Paying Agent is closed, and payment on such day shall have the same force and effect as if made on the nominal date of payment. It is hereby certified and recited that this Bond is authorized by and is issued in conformity with the requirements of the Constitution and statutes of the State of Florida, that all acts, conditions and prerequisites required to exist, to happen, and to be performed precedent to the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable hereto, and that the issuance of the Bonds of this series does not violate any constitutional or statutory limitation or provision. [Form of Abbreviations for Bonds] The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to the applicable laws or regulations. TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with the survivorship and not as tenants in common right of UNIFORM TRANS MIN ACT - (Oust.) Custodian for (Minor) under the Uniform Transfers to Minors Act of (State) Additional abbreviations may also be used though not in the above list. -15- 3878M [Form of Assignment for Bonds] ASSIGNMENT FOR VALUE RECEIVED, the undersigned "Transferor"), hereby sells, assigns and transfers (the "Transferee") unto PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF TRANSFEREE (the the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints as attorney .to register the transfer of the within Bond on the books kept for registration and registration of transfer thereof, with full power of substitution in the premises. Date: Signature Guaranteed: NOTICE: Signature(s) must guaranteed by a member firm of the New York Stock Exchange or a member firm of any other recognized national securities exchange or a commercial bank or a trust company. NOTICE: No transfer will be registered and no new Bond will be issued in the name of the Transferee, unless the signature(s) to this assignment correspond(s) with the name as it appears upon the face of the within Bond in every particular, without alteration or enlarge- ment or any change whatever and the Social Security or Federal Employer Identification Number, if any, of the Transferee, is applied. [End of Form of Bond] -16- 3878M SECTION 7. Application of Bond Proceeds. The proceeds, including accrued interest and premium, if any, received from the sale of any series of the Bonds, shall be applied by the Issuer to the payment of all or a portion of the Refunded Debt and/or any Notes and to such other lawful purposes, including payment of costs of issuance of the Bonds and funding any reserve for the Bonds, as provided by a subsequent resolution of the Issuer. SECTION 8. Designated Revenues; J~nior Obligations Account. Prior to the issuance of the Bonds the Issuer shall provide for the deposit of Designated Revenues to the credit of the Junior Obligations Account in such amounts and at such times as shall be necessary to provide for the payment of principal of and interest on the Bonds as the same shall come due. Pursuant to the authority of Section 506 of the 1986 Resolution, the Bonds shall be secured by and be payable from a lien on and pledge of all amounts on deposit in the Junior Obligations Account from time to time. SECTION 9. Compliance with Tm~ Requirements. The Issuer hereby covenants and agrees, for the benefit of the owners from time to time of the Bonds, to comply with the requirements applicable to it contained in Section 103 and Part IV of Subchapter B of Chapter t of the Code to the extent necessary to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes. Specifically, without intending to limit in any way the generality of the foregoing, the Issuer covenants and agrees: (1) to pay to the United States of America from, to the extent legally available, the funds and sources of revenues pledged to the payment of the Bonds, and from any other legally available funds, at the times required pursuant to Section 148(f) of the Code, the excess of the amount earned on all non-purpose investments (as defined in Section 148(f)(6) of the Code) (other than investments attributed to an excess described in this sentence) over the amount which 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; -17- 3878M (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 refrain from taking any action that would cause the Bonds, or any of them, to become arbitrage bonds under Section 103(b) and Section 148 of the Code. The Issuer understands that the foregoing covenants impose continuing obligations on the Issuer to comply with the requirements of Section 103 and Part IV of Subchapter B of Chapter 1 of the Code so long as such requirements are applicable. SECTION 10. Modification or Amendment. This Resolution may be modified and amended by the Issuer from time to time prior to the issuance of the Bonds. Thereafter, no modification or amendment of this Resolution or of any resolution amendatory hereof or supplemental hereto materially adverse to the Bondholders may be made without the consent in writing of the owners of not less than a majority in aggregate principal amount of the Outstanding Bonds, but no modification or amendment shall permit a change (a) in the maturity of the Bonds or a reduction in the rate of interest thereon, (b) in the amount of the principal obligation of any Bond, or (c) that would reduce such percentage of holders of the Bonds required above for such modifications or amendments, without the consent of all of the Bondholders. No amendment or modification of the Resolution shall be permitted after the issuance of the Bonds unless the Issuer shall receive an opinion of nationally recognized bond counsel to the effect that such modification or amendment is permitted hereunder and will not, in and of itself, adversely affect any exclusion from gross income of the interest on the Bonds. SECTION 11. Defeasance and Release. If, at any time after the date of issuance of the Bonds (a) all Bonds secured hereby or any maturity thereof shall have become due and payable in accordance with their terms or otherwise as provided in this Resolution, or shall have been duly called for redemption, or the Issuer gives the Paying Agent irrevocable instructions directing the payment of the principal of, premium, if any, and interest on such Bonds at maturity or at any earlier redemption date scheduled by the Issuer, or any combination thereof, (b) the full amount of the principal, premium, if any, and the interest so due and payable upon all of such Bonds' then Outstanding, at maturity or upon redemption, shall be paid, or sufficient moneys shall be held by the Paying Agent in irrevocable trust for the benefit of such Bondholders (whether or not in any accounts created hereby) which, when invested in Government Obligations maturing not later than the maturity or redemption dates of such principal, premium, if any, and interest, will, together with the income realized on such -18- 3878M SECTION 15. Effective Date. This Resolution shall be effective immediately upon its adoption. PASSED AND ADOPTED this 20th day of March, 1990. (SEAL) ATTEST: CITY D~BOYNTON BEACH, FLORIDA Cit~Cterk ~ /~/ hayor Vi ce~May~ r ~ ~ ~ missioner ~~~~ APPROVED TO FORM AND LEt By :. -20- 3878M