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85-AAAA A SERIES RESOLUTION AUTHORIZING THE SERIES OF BONDS TO BE ISSUED UNDER SECTION 207 OF RESOLUTION NO. 85-~, ADOPTED BY THE CITY COUNCIL OF THE CITY OF BOYNTON BEACH,~ORIDA ON NOVEMBER 19, 1985, AS AMENDED IN THE AGGREGATE PRINCIPAL AMOUNT OF $2~,~?~3.7~FOR THE PURPOSE OF PROVIDING FUNDS, TOGETHER WITH AA~OTHER AVAILABLE FUNDS, TO PAY THE PRINCIPAL OF AND THE INTEREST ON THE OUTSTANDING BONDS (AS DEFINED IN SAID RESOLUTION NO. 85-~_~, AS AMENDED) AND TO PAY THE COST OF ACQUIRING AND CONSTRUCTING THE PROJECT (AS DEFINED IN SAID RESOLUTION NO. 85-~_~, AS AMENDED); FIXING THE DESIGNATION, THE DATE, THE MATURITIES OF THE SERIAL BONDS, THE CURRENT iNTEREST BONDS, THE CAPITAL APPRECIATION BONDS AND ACCRETED AMOUNTS PERTAINING THERETO, THE REDEMPTION TIMES AND PRICES; DETERMINING THAT A NEGOTIATED SALE IS IN THE BEST INTERESTS OF THE CITY; ACCEPTING THE BOND PURCHASE CONTRACT ANDAWARDING THE BONDS TO THE UNDERWRITERS THEREIN NAMED; SPECIFYING THE INTEREST RATE OF EACH SUCH BOND AND DIRECTING THE AUTHENTICATION AND DELIVERY OF SAID SERIES OF BONDS TO OR UPON THE ORDER OF THE UNDERWRITERS HEREIN NAMED UPON PAYMENT OF THE PURCHASE PRICE HEREIN SET FORTH; RATIFYING THE DISTRIBUTION OF THE PRELIMINARY OFFICIAL STATEMENT RELATING TO THE BONDS AND ~ APPROVING THE FINAL OFFICIAL STATEMENT; AUTHORIZING THE INSURING OF THE BONDS; PROVIDING FOR THE APPLICATION OF THE BOND PROCEEDS; PROVIDING FOR THE DISPOSITION OF MONEYS HELD IN THE FUNDS AND ACCOUNTS ESTABLISHED BY THE 1984 RESOLUTION (AS DEFINED IN SAID RESOLUTION NO. 85-~, AS AMENDED) APPROVING THE FORM OF THE ESCROW DEPOS~-~REEMENT; APPOINTING THE ESCROW AGENT; ESTABLISHING THE REGU~AR RECORD DATE; PROVIDINGFOR INSURER APPROVAL FOR CERTAIN A~TIONS TO BE TAKEN UNDER RESOLUTION NO. 85-~, AS AMENDED; AUTHORIZING CERTAIN PERSONS TO TA~CTION; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council (the "City Council") of the City of Boynton Beach, Florida (the "City") pursuant to authority contained in Chapter 166, Florida Statutes and in the City- Charter (collectively the "Act") adopted Resolution No. 85-~ on November 19, 1985, as amended (the "Resolution") authorizing -1- the issuance of not eXceeding $20,000,000 Water and Sewer Utility Revenue Bonds, Series 1985 of the City. for the purposes set forth in the title hereto; and WHEREAS, the City has determined to issue at this time $~,~3~3~in aggregate principal amount of the Bonds (the "Series 1985 Bonds") authorized in Section 207 of the Resolution for the purposes set forth in the title hereto; and WHEREAS, the Board has determined to fix the details of the Series 1985 Bonds and to award the Series 1985 Bonds to the underwriters herein named and to take such further action as set forth in the title hereto; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BOYNTON BEACH, FLORIDA: Section 1. Findinqs and Definitions. The Board hereby adopts the findings contained in the preambles hereto and specifies that capitalized terms used in this Series Resolution shall have the same meanings as provided in the Resolutions. Section 2. Authorization; Maturities; Current Interest Bonds; Capital Appreciation Bonds; Payment of Principal and Interest. There shall be issued as the first series of Bonds under Section 207 of the Resolution $~i~7~J373~ater~. , and Sewer Utility Revenue Bonds, Series 1985, of the City, dated ~0~ / , 1985, except that Capital Appreciation Bonds shall be dated as of their date of delivery. $]~,./~; ~ of the Series 1985 Bonds shall be Serial Bonds and Current Interest Bonds mauuring on November 1 in the years and amounts as follows: -2- Year of Principal Year of Principal Maturity Amount Maturity Amount 1986 $ SCS- 1994 1987 p,~ 1995 1988 ~ 1996 1989 ~73- 1997 1990 ~o 1998 1991 /od g' 1999 1992 -- 2000 1993 ;r3~O $ ~.,(5~f3,7~'-of the Series 1985 Bonds shall be Serial Bonds and Capital Appreciation Bonds maturing on November 1 in the years and amounts as follows: Year of Principal Maturity Amount 2001 $ 2003 2005 The Current Interest Bonds shall bear interest from their date, payable on May 1, 1986 and semi-annually thereafter on November 1 and May 1 and otherwise as provided in the Resolution at the rates shown on and shall mature in accordance w'~th the maturity schedule set forth in the Official Statement. The Current Interest Bonds shall be issued as fully registered bonds in the denomination of $5,000 each or any whole multiple thereof. The Capital Appreciation Bonds shall bear interest from their date payable upon redemption or at maturity in accordance with the table of compounded amounts included in the Official Statement and shall mature in accordance with the maturity -3- schedule set forth in the Official Statement. The Capital Appreciation Bonds shall be issued as fully registered bonds in such denominations as set forth in the Official Statement. The Series 1985 Bonds shall be numbered, preceded by the letter "R" for Current Interest Bonds and "CR" for Capital Appreciation Bonds. The principal of all Series 1985 Bonds shall be payable at the principal office of the Bond Registrar upon the presentation and surrender of such Bonds as the same shall become due and payable. The interest on Current Interest Bonds shall be paid by check mailed to the person in whose name such Bond is registered at the close of business on the Regular Record Date for such interest next preceding such Interest Payment Date. The interest on Capital Appreciation Bonds shall be payable upon presentation and surrender of such Bonds at the principal office of the Bond Registrar upon redemption or at maturity. Section 3. Optional Redemption. The Current Interest Bonds maturing in the years 1986 to 19~, inclusive, shall not be subject to redemption prior to thelr stated dates of m~turity. The Current Interest Bonds shall be subject to redemption, at the option of the City, in whole on any date not earlier than November 1, 19~, or in part on any Interest Payment Date not earlier than November 1, 199 din inverse order of their maturities and by lot wi'thin a maturity if less than a full maturity at the following redemption prices (expressed as a percentage of the principal amount) plus accrued interest to the redemption date: -4- Redempti on Redemption Dates Prices Io / The Capital Appreciation Bonds shall be subject to redemption, at the option of the City, in whole on any date not earlier than November 1, 199d'~or in part on any Interest Payment Date not earlier than November 1, 19~%'~in inverse order of their maturities and by lot within a maturity if less than a full maturity upon payment of the Accreted Amounts shown for the date of redemption in the Official Statement plus a premium equal to ~ of the Accreted Amount if redeemed on November 1, 19~3~ such premium being reduced by ! 7o on each subsequent November 1 and without premium if redeemed on or after November 1, ;D~. Section ~. Negotiated Sale. The City has determJ~ed that a negotiated rather than a public sale of the Series 1985 Bonds is in the best interests of the City for the reasons that: (a) an advance refunding of outstanding indebtedness is a complex procedure that is difficult and confusing to present mathematically to prospective public sale bidders, and (b) in the present uncertain period caused by proposed changes in Federal tax law, the City requires the specific attention to structuring and marketing afforded by underwriters of a negotiated offering. -5- Section 5. Acceptance of Bond Purchase Contract and Award of the Series 1985 Bonds. The Bond Purchase Contract in the form presented at this meeting is hereby accepted and the Mayor, the City Manager and the City Clerk are hereby authorized to execute the same on behalf of the City, their execution with such completions, additions and modifications as required being conclusive evidence of the City's acceptance of the same. The Series 1985 Bonds are hereby awarded to the underwriters listed in the Bond Purchase Contract at the purchase price of and accrued interest from ~L / , 1985~ for ~ Series 1985 Bonds bearing interest and pursuant to the terms and provisions contained in the Bond Purchase Contract. The Bond Registrar is hereby authorized and directed to authenticate the Series 1985 Bonds and the City Manager is hereby authorized and directed to deliver the-Series 1985 Bonds to or upon the order of the underwriters listed in the Bond Purchase Contract upon the payment to the City Manager of the purchase price therefor. Section 6. Preliminary and Final Official Statement. The Preliminary Official Statement, dated November L~,1985 with respect to the Series 1985 Bonds in the form presented at this meeting is hereby approved and the previous distribution of the same in connection with the marketing of the Series 1985 Bonds is hereby ratified, approved and confirmed. The Final Official Statement in the form presented at this meeting and dated November 26, 1985 is hereby approved and the Mayor and the City Manager are hereby authorized to execute the same on behalf of -6- the City, their execution with such completions, additions and modifications as required being conclusive evidence of the City's approval of the same. Section 7. Insurance of the Series 1985 Bonds. The Mayor and the City Manager are hereby authorized and directed to make all necessary arrangements to insure the Series 1985 Bonds with the Municipal Bond Insurance Association ("MBIA") as contemplated in the Final Official Statement. Section 8. Application of the Series 1985 Bond Proceeds. The proceeds of the Series 1985 Bonds, together with the accrued interest thereon, shall be applied by the City Manager, simultaneously with the issuance of the Series 1985 Bonds, as follows: . (a) the accrued interest shall be deposited ~n the Bond Service Account, (b) an amount sufficient for the purpose shall be deposited with the Escrow Agent and applied to the purchase of direct obligations of the United States of America, the principal of and the interest on which when due, together with cash deposited therein, will enable the Escrow Agent to pay and/or redeem the Outstanding Bonds in accordance with the Escrow Deposit Agreement, (c) an amount required, together with any other moneys deposited therein, to make the amount to the credit of the Reserve Account equal to the Reserve Account Requirement on account of the Series 1985 Bonds shall be deposited in the Reserve Account, -7- (d) an amount equal to the insurance premium payable to MBIA for the insurance of the Series 1985 Bonds shall be paid to MBIA, (e) an amount equal to the financing expenses attributable to the issuance of the Series 1985 Bonds shall be deposited in a special bank account by the City Manager and applied to the payment of such expenses, and (f) the balance of such proceeds shall be deposited in the Construction Fund. Section 9. Disposition of Moneys Held Under the 1984 Resolution. Upo~ provision having been made for the payment of the Outstanding Bonds ~within the meaning of Article XI of the 1984 Resolution as provided for in the Escrow Deposit Agreement the moneys in the various Funds and Accounts created under the 1984 Resolution shall be transferred as follows: 1984 Resolution Bond Service Account Mandatory Redemption Account Reserve Account Renewal and Replacement Fund General Reserve Fund Section 10. Escrow Deposit Agreement; Appointment of Escrow Agent. The Escrow Deposit Agreement in the form presented at this meeting is hereby approved and the Mayor and the City Clerk are hereby authorized and directed to execute the same on behalf of the City, their execution with such completions, additions and -8- modifications as required being conclusive evidence of the City's approval of the same. Barnett Banks Trust Company, N.A., Jacksonville, Florida is hereby appointed the Escrow Agent to perform the duties thereof under the Escrow Deposit Agreement. Section 11. Regular Record Date. The Regular Record Date for the Series 1985 Bonds shall be a date fifteen Business Days prior to-each Interest Payment Date. Section 12. Insurer Approvals. As provided for in Section 703 of the Resolution, the City hereby covenants that no Variable Rate Indebtedness shall be issued by the City without the approval of the Insurer of the Series 1985 Bonds. Section 13. Severability. If any one or more of the provisions of this Series Resolution shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions of this Series Resolution, but this Series Resolution shall be construed and enforced as if such illegal or invalid provisions had not been contained therein. Section 14. The-officers, agents and employees of the City and the officers and agents of the Bond Registrar are hereby authorized and directed to do all acts and things, including the execution, delivery and recordation of any-required financing statements, termination statements or continuation statements, required of them by the provision of the Series 1985 Bonds, the Escrow Deposit Agreement and the Bond Purchase Contract for the full, punctual and complete performance of the terms, covenants, -9- provisions and agreements of the same and also to do all acts and things required of them by the provisions of this Series Resolution. -Section 15. The Mayor, the City Clerk and the City Manager, or any of them, are further authorized and directed (without limitation except as may be expressly set forth herein) to take such action and to execute and deliver any such documents, deeds, certificates, undertakings., agreements or other instruments, including expressly the Series 1985 Bonds, as they, with the advice of counsel, may deem necessary and appropriate in order to effect the transactions contemplated by the Series 1985 Bonds, the Resolution, the Escrow Deposit Agreement and the Bond Purchase Contract. Section 16. This Series Resolution becomes effective immediately upon its passage. PASSED AND ADOPTED this 26th day of November, 1985.' CITY OF BOYNTON BEACH Ma~or Vice Mayor ATTEST ~itf~lerk (SEAL) Councilman Councilma~ I HEREBY CERTIFY that I have approved the form and correctness of this Resolution. Attorney -11-