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85-OORESOLUTION NO. 85-00 A RESOLUTION DESCRIBING THE TERMS, FORM AND CERTAIN OTHER PROVISIONS OF $2,650,000 PUBLIC SAFETY FACILITIES BONDS, $1,000,000 PUBLIC LIBRARY BONDS, $1,100,000 CITY HALL BONDS AND $1,600,000 PUBLIC WORKS BUILDING AND PARKS MAINTENANCE FACILITY BONDS OF THE CITY OF BOYNTON BEACH, FLORIDA; CONSOLIDATING SUCH BONDS FOR SALE AND ISSUANCE AS $6,350,000 GENERAL OBLIGATION BONDS (SERIES 1985); PROVIDING FOR THE ISSUANCE AND FIXING CERTAIN DETAILS OF SUCH BONDS; NAMING A BANK TO ACT AS BOND REGISTRAR AND PAYING AGENT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council (the "City Council") of the City of Boynton Beach, Florida (the. "City") on January 15, 1985, duly adopted Ordinance Nos. 85-1, 85-2, 85-3 and 85-4 (the "Ordinances"), which Ordinances authorized the issuance, subject to election of the respective bond issues mentioned in the title of this resolution; and WHEREAS, pursuant to the Ordinances a special bond election was duly conducted at which more than a majority of the qualified voters of the City of Boynton Beach voting thereon were in favor of issuing each of said bond issues; and WHEREAS, the City Council on June 18, 1985, duly adopted resolutions providing for the issuance of the respective bond issues mentioned in the title of this resolution; and WHEREAS, the City Council has determined that it is necessary and desirable to sell and issue said four issues of bonds (the "Bonds") as a consolidated issue of $6,350,000 General Obligation Bonds (Series 1985); and WHEREAS, it is necessary to determine the terms, form and certain other provisions of said Bonds; and WHEREAS, it is necessary to fix the details of said Bonds and name certain banks to act as Paying Agents and Bond Registrar for the Bonds. NOW, THEREFORE, BE AND IT IS HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF BOYNTON BEACH, FLORIDA: Section 1. The Bonds shall be issued as a consolidated issue of Bonds designated "General Obligation Bonds (Series 1985)" in the aggregate principal amount of $6,350,000 and shall be dated August 1, 1985. Section 2. The provisions for payment, transfer and exch~ange and the form of the Bonds issued under the provisions of this Reso- lution and the legends and approvals to be endorsed on the Bonds, shall be, respectively, substantially in the following form, with such appropriate variations, omissions and insertions as may be required or permitted by the Ordinance, the resolutions adopted on June 18, 1985 and this Resolution: (a) Such Bonds shall be issued only as fully regis- tered Bonds in the denominations of $5,000 or any integral multiple thereof; ~ '.'~= ~~] of =,~h ~d~ shall be payable upon the presentation and surrender of such Bonds as the same shall become due at the principal office of the Bond Registrar and Paying Agent; (c) Interest.on any such Bond which is payable, and is punctually paid, or for which payment is duly provided for, on any interest payment date on the Bonds shall be paid to the person ~in whose name the Bond is registered in the regis- tration books provided for in Section 2(g) hereof (the "Owner") at the cloSe of business on the 15th day of the month preceding an interest payment date (the "Regular Record Date"); (d) Any interest on any such Bond which is payable, but is not punctually paid, or for which payment is not duly provided for, on any interest payment date (herein called "Defaulted Interest") shall forthwith cease to be payable to the Owner on the relevant Regular Record Date solely by virtue of such Owner having been such Owner; and such Defaulted I~terest may be paid by the City, at its election in each case, as provided in Subsection 1 or 2 below: 1. The City may elect to make payment of any Defaulted Interest on the Bonds to the persons in whose names such Bonds are registered at the close of business on a special record da~e (the "Special Record Date") for the payment of such Defaulted Interest, which shall be fiXed in the following manner. The City shall notify the Bond Registrar in writing of the amount of Defaulted Interest pro- posed to be paid on each Bond and the date of the -2- proposed payment (which date shall be such as will enable the Bond Registrar to comply with the next sentence hereof~,-' and at the same time the City shall deposit or cause to be deposited with the Bond Registrar an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Bond Registrar for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the persons entitled to such Defaulted Interest as in this Subsection provided. Thereupon the Bond Registrar shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than t0 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Bond Registrar of the notice of the proposed payment. The Bond Registrar shall promptly notify the City of such Special Record Date and, in the name and at the expense of the City, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Owner at his address as it appears in the registration books provided for in Section 2(g) hereof not less than 10 days prior to such Special Record Date. The Bond Registrar may, in its discretion, in the name notice 5o be published at least once in a daily newspaper of general circulation published in the City, and in a daily newspaper of general circulation or in a financial journal published in the Borough of Manhattan, City and State of New York, but. such publication shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Qefaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the persons in whose names the Bonds are registered on such Special Record Date and shall no longer be payable pursuant to the following Subsection 2. 2~ The City may make payment of any Defaulted Interest on the Bonds in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Bonds may be listed and upon such notice as may be required by such exchange~ if, after notice given by the City to the Bond Registrar of the proposed payment pursuant to this Subsection, such payment shall be deemed practicable by the Bond Registrar. Subject to the foregoing provisions of this Section, each Bond delivered upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue~ which were carried by such other Bond and each such Bond shall bear interest from such date, that neither gain nor loss in interest shall result from such transfer, exchange or substitution; -3- (e) Such Bonds shall have endorsed thereon a certificate of authentication substantially in the form set forth in Section 2(f) hereof. No such Bond shall be valid or become obligatory for any purpose unless and until such certificate of authentication on such Bond shall have been duly executed by the Bond Registrar, and such certificate of the Bond Registrar upon any such Bond shall be conclusive 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 executed if signed by an authorized signatory of the Bond Registrar, but it shall not be necessary that the same signatory sign the .certificate of authentication on all of the Bonds that. may be issued at any one time. (f) Execution and Form of Bonds. substantially in the following form: The Bonds shall be [Form of Face of Bond] United States of America State of Florida County of Palm Beach ~mu3 of Boynton ~u~ General Obligation Bonds (Series 1985) Maturity Date Interest Cusip The City of Boynton Beach, in the County of Palm Beach, State of Florida (the "City"), is justly indebted and for value received hereby promises to pay to or registered assigns or legal representative on the Maturity Date specified above (or earlier as hereinafter referred to), upon the presentation and surrender hereof, at the principal office of ..................................... , in the City of (the "Bond Registrar"), the principal sum of THOUSAND DOLLARS and to pay to the registered owner hereof, by check or draft mailed to the registered owner at his address as it appears on the bond registration books of the City (kept at the above office of the Bond Registrar) interest on such prin- cipal sum from the date hereof or from 1 or 1 next preceding the date of authentication to Which interest shall have been paid, unless such date of authentication is a 1 or 1 to which interest shall have been paid, in which case from such date, such interest to the maturity hereof being payable on 1 and 1 in each.year, commencing , 19 , at the' rate per annum specified above, until pay- ment of such principal sum. The interes't' so payable and punctually paid, or duly provided for, on any such interest payment date will be paid to the person in whose name this bond is registered at the close of business on the Regular Record Date for such interest, which shall be the 1.5th day (whether or not a business day) o'f the calendar month next preceding such interest payment date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered @wner on such Regular Record Date, and may be paid 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 to be fixed by the Bond Registrar, notice whereof being given to the owners not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the bonds may be listed and upon such notice as may be required by such exchange, or as more fully provided in the resolution under which this bond is issued. Such payment of interest shall be by check mailed to the owner at his address as it appears on the bond registration books of the City, kept by the Bond Registrar. All such payments shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. .~:~ oH.~,.,. FOR ALL ~URPuS~.~ HAVE THE S~2vlE EFFECT AS IF SET FORTH HERE. This bond shall not be valid or become obligatory for any pur- pose or be entitled to any benefit or security under the resolution mentioned hereinafter until this bond shall have been authenticated .by the execution by the Bond Registrar of the certificate of auth- entication endorsed hereon. IN WITNESS WHEREOF, the City of Boynton Beach has caused this bond to be signed by its Mayor by facsimile signature and by its City Clerk by facsimile signature, and a facsimile of the official seal of the City to be imprinted hereon, all as of the .... day of ............... , 19... iCITY OF BO.¥NTON BEACH Mayor (Seal) City Clerk -5- CERTIFICATE OF AUTHENTICATION This bond is one o~ the Bonds of the series designated herein and issued under the provisions of the within-mentioned resolution. Bond Registrar By Authorized Officer Date of authentication: [Form of Reverse Side of Bond] United States of America State of Florida County of P.alm Beach City of Boynton Beach General Obligation Bond (Series 1985) This bond is one of a duly authorized issue of bonds of ~ ~7 ~,~d ,~ ~h~-~'~h~ri~y ~ and i~~ full ~ompiiance with the Constitution and laws of the State of Florida, including the Charter of the City and pursuant to ordinance and resolutions, including Resolution No. 85- (the "Reso- lution") duly' adopted by the City Council of the City, for the purpose of paying the cost of certain public improvements in and for the City. The bonds of this issue consisting of four separate bond issues were each duly approved by vote of a majority of the qualified electors of the City voting thereon at a special election held on March 12, 1985. (Here insert redemption provisions, if any) At least thirty (30) days before the redemption date of any Bonds to be redeeme~ whether such redemption be in whole or in part, the City shall cause a notice of such redemption to be filed with Bond Registrar, mailed, first- class postage prepaid, to all registered owners of Bonds to be redeemed in whole or in part at their last addresses appearing upon the registration books of the City as of the date'45 days prior to the date fixed for redemption and published at least once in a newspaper of general circulation in the City and in a financial newspaper or j'ournal published in the Borough of Manhattan, City and State of New York. The failure to mail such notice to any registered owner or any defect in such notice shall not affect the validity of 'the proceedings for the redemption of the Bonds of any other registered owner. On the date fixed for redemption, notice having been given as aforesaid, the Bonds or portions thereof so called for redemption shall be due and payable at the redemption price provided for the redemption of such Bonds or portions thereof on such date and, if moneys for payment of such redemption price and the accrued interest are held by the Bond Registrar, interest on the Bonds or the portions thereof so called for redemption-sb~l~cs&se to ~accrue. if a portion of this bond shall be called .for redemption, a new bond or bonds in principal amount equal to the unredeemed portion hereof will be issued to the registered owner hereof or his legal representative upon the surrender hereof. The Bonds are issuable as fully registered bonds in.the denomination of $5,900j.or any integral multiple thereof. At the principal office of the Bond Registrar, in the manner and Subject to certain conditions provided in the Resolution, Bonds may be exchanged for an equal aggregate principal amount of Bonds of the same maturity, of authorized denomina- tions and bearing interest at the same rate. The Bond Registrar sha3.1 keep at its principal office the books of the City for the registration of and for the registration of transfers of Bonds. The transfer of this bond may be regis- tered only upon such books and as otherwise provided in the Resolution upon the surrender hereof to the Bond Registrar to- gether with the assignment duly executed by the registered owner -7- hereof or his attorney or legal representative in such form as shall be satisfactory to the Bond Registrar. Upon any such registration of transfer, the Bond Registrar shall deliver in exchange for this bond a new Bond or Bonds, registered in the name of the transferee, of authorized denominations, in an aggregate principal amount equal to the unredeemed principal amount of this bond, of the same maturity and bearing interest at the same rate. The Bond Registrar shall not be required to exchange or register any transfer of this bond after this bond has been selected for redemption. It is hereby certified and recited that all acts, conditions and things required by the Constitution and laws of the State of Florida to happen, exist and be performed precedent to and in the issuance of this bond have happened, as so required; that the total indebtedness of the City, including this bond, does not exceed any constitutional or statutory limitation thereon; and that provision has been made for the levy and collection annually of an ad valorem tax upon all taxable property within said City, sufficient to pay the principal of and the interest on this bond as the same respectively shall become due and payable. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto .......................................... __ ........... the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints .......................... - ......... attorney to register the transfer of the within bond on the books kept for registration the~uof with full power of substitution in the premises. Dated: .... : ................... NOTICE: The signature to this assignment must correspond with the name as it appears on the face of the within bond in every particular, without alteration or enlarge- ment or any chang~ whatever. -8- Signature Guaranteed: NOTICE: Signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or a trust company. (g) Exchange and Registration of Transfer of Bonds~ The Bond Registrar shall keep books for the registration, exchange and registration of transfer of Bonds as provided in this Resolution. The Bond Registrar evidences acceptance of duties, obligations and responsibilities of Bond Registrar by manual execution of the certificate of authentication on each bond described in Section 2(f) of this Resolution. Bonds, upon surrende~ thereof at the principal office of the Bond Registrar, together with an assignment duly executed by the registered owner or his attorney or legal representative in such form as shall be satisfactory to the Bond Registrar, may, at the option of the registered owner thereof, be exchanged for an equal aggregate principal amount of Bonds of the same series and maturity, of any denomination or denominations authorized by this Resolution, bearing interest at the same rate, and in the same form as the registered Bonds without coupons surrendered for exchange. Bonds at the principal office of the Bond Registrar. The transfer of any Bond may be registered only upon the books kept for the registration of transfer of Bonds upon surrender thereof to the Bond Registrar together with an assignment duly executed by the registered owner or his attorney or legal representative in such form as shall be satisfactory to the Bond Registrar. Upon any such registration of transfer the City shall execute and the Bond Registrar shall authenticate and deliver in exchange for such Bond a new Bond or Bonds, registered in the name of the transferee, of any denomination or denominations authorized by this Resolution in an aggregate principal amount equal to the principal amount o'f such Bond surrendered or exchanged, of the same Series and maturity and bearing interest at the same rate. In all cases in which Bonds shall be exchanged or the transfer of Bonds shall be registered hereunder, the City shall execute and the Bond Registrar shall authenticate and deliver at the earliest practicable time Bonds in accordance with the provisions of this Resolution. AlT Bonds surrendered in any such exchange or registration of transfer shall forthwith be cancelled by the Bond Registrar. No service charge shall be made for any registration, transfer, or exchange of Bonds, but the City and the Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds. The Bond Registrar shall not be required to transfer or exchange any Bond after such Bond has been selected for redemption. -9m Section 3. The Bonds shall be serial bonds bearing interest payable on May 1, 1985, and semi-annually thereafter on the 1st days of November and May and maturing annually on May t~/~in the following years and in. the following amounts: Year of Principal Year of Principal Maturity Amount Maturity Amount 1986 1996 1987 1997 1988 1998 1989 1999 1990 2000 1991 2001 1992 2002 1993 2003 1994 2004 1995 2005 Section 4. , in the City of , Florida is hereby designated as the Bond Registrar and Paying Agent for the Bonds. Section 5. The Bonds maturing on May 1, 1995 and the City, prior to maturity as a whole, or in part, .in the inverse order of their Stated maturities and by lot within a maturity, on May 1, 1995 and any interest payment date thereafter, at the following redemption prices (expressed as percentages of the principal amount to be redeemed) plus accrued interest to the redemption date: Redemption Date Redemption Prices 102 % 101 1/2 100 1/2 100 May 1, 1995 or November 1, 1995 May 1, 1996 or November 1, 1996 May 1, 1997 or November 1, 1997 May 1, 1998 or November 1, 1998 May 1, 1999 and any interest payment date thereafter Section 6. This resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED by the City Council of the City of Boynton Beach, Florida this 18th day of June, 1985~ CITY OF BOYNTON BEACH, FLORIDA Vice Mayor Counci~ Member ATTEST: (Corporate Seal) Council Member STATE OF FLORIDA COUNTY OF PALM BEACH SS.: I, Betty Boroni, City Clerk in and for the City of Boynton Beach, Florida, DO HEREBY CERTIFY that the above and foregoing is a true and correct copy of a resolution adopted by the City Council at a ~e.~ meeting held on the 18th day of June, 1985, as it appears on record in the Minutes of sai~ City Council. IN WITNESS WHEREOF, I have hereunto set my hand and official seal this 21st day of June, AoD., 1985. Betty~oni City ~lerk -11-