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84-YYY -yyy A RESOLUTION AUTHORIZING THE ISSUANCE OF $4,000,000 AGGREGATE PRINCIPAL AMOUNT OF CITY OF BOYNTON BEACH, FLORIDA (PALM.B~ACH COUNTY, FLORIDA) RECREATIONAL FACILITIES REVENUE BONDS, SERIES 1984; FINDING THE NECESSITY FOR A NEGOTIATED SALE OF SUCH BONDS; APPROV- ING THE OFFICIAL STATEMENT IN CONNECTION WITH SUCH BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE CONTRACT TO BE EXECUTED BY AND BETWEEN THE CITY AND THE UNDERWRITER OF SUCH BONDS AND AWARDING THE SERIES 1984 BONDS; APPLYING THE SERIES 1984 BOND PROCEEDS AND OTHER MONEYS; FIXING CERTAIN DETAILS OF SUCH BONDS; APPROVING AN ESCROW DEPOSIT AGREEMENT AND APPOINTING AN ESCROW AGENT, ALL IN CONNECTION WiTH THE ISSUANCE AND SALE BY THE CITY OF SUCH BONDS; PROVIDING FOR THE DISPOSITION OF FUNDS IN EXISTING FUNDS AND ACCOUNTS; RATIFYING CERTAIN ACTIONS HERETOFORE TAKEN BY THE CITY COUNCIL; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Boynton Beach., Florida (the "City") is authorized b~ its Charter (Chapter 24398, Laws of Florida,. Acts of 1947, as amended and supplemented and by Chapter 166, Florida Statutes (collectively the "Act") to issue revenue bonds of the City for the purpose of refunding its outstanding City of Boynton Beach, Florida (Palm Beach County, Florida) Recreational Facilities Revenue Bonds, Series 1982 (the "Series 1982 Bonds") issued under authority of Resolution No./82<-~, adopted by the City Council on February 17, 1982, as supplemented (the "Original Resolution"); and / WHEREAS, the City Council of the City, by resolution, has Previously approved the issuance in aggregate principal amount of not' exceeding $4,000,000 Recreational Facilities Revenue Bonds; and WHEREAS, the $4,000,000 Recreational Facilities Revenue BOnds were validated by judgment of the Circuit Court for Palm Beach County, Florida on September 28, 1984, and the time for taking an appeal therefrom to the Florida Supreme Court will expire on October 28, 1984; and WHEREAS, the City Council has received from Arch W. Roberts & Co. (the "Underwriter") a proposal in the form of a Bond Purchase Contract, dated October.9, 1984, by and between the City and the Underwriter, relating to the City of Boynton Beach, Florida (Palm Beach County, Florida) Recreational Facilities Revenue Bonds, Series 1984 (the "Series 1984 Bonds") to be issued by the Issuer, and the Issuer has determined that the acceptance of such proposal and the award of the Series 1984 Bonds is in the best interests of the Issuer and will effect the purposes set forth in Resolution No. 84-TTT adopted on September 5, 1984, as amended by Resolution No. 84-X~ adopted on October 9, 1984 (collectively, the "Bond Resolution"); and WHEREAS, the City Council has determined that, due to the complicated nature of a revenue bond advance refunding, the sale of the Series 1984 Bonds through negotiation is necessary in order to assure that the Series 1984 Bonds will be actively marketed, thereby producing the best terms obtainable; and WHEREAS, due to the reason mentioned above, the City Council has determined that the sale of the Series 1984 Bonds through negotiation with the Underwriter named in the within- mentioned Bond Purchase Contract is in the best interest of the City; and WHEREAS, there have been presented at this meeting the following documents relating to the issuance of the Series 1984 Bonds: (a) the Bond Purchase Contract, (b) an Escrow -2- Deposit Agreement, da~ed~as~of OCtober'I, 1984 (the'-"Escrow Deposit Agreement"), by and between the City and the Escrow Agent (hereinafter mentioned), (c) the Preliminary Official Statement, dated October 9, 1984 (the "Preliminary OffiCial Statement");~and'~d) the~Official Statement, dated October 30, 1984 (the ~'Official Statement"); now, therefore, BE IT RESOLVED by the City Council of the City of Boynton Beach,~l~Florida: SeCtion i. The determinations referred to in the pre- ambles to this Resolution-are hereby specifically redetermined ~and reaffirmed. The form, terms and provisions of the Escrow Deposit Agreement presented to the City Council, together with such insertions, changes, modifications and deletions not inconsistent with the general tenor of said document as, on the advice of counsel, are deemed, necessary or appropriate, are hereby approved and authorized in all respects, and the Mayor or the Vice-Mayor and to the extent required, the City Clerk, are hereby authorized and directed to execute and deliver, on behalf of the City, the Escrow Deposit Agreement in substantially the form presented to the City Council together with such insertions, changes, modifications and deletions-not inconsistent with the general tenor of said documents-as they, with the advice of counsel, may deem necessary and appropriate, such execution and delivery to be conclusive evidence of the authorization and approval thereof by the City. -3- Section 2. The form and content of the Official Statement p~esented to the City Council, together with such changes, modifications and deletions as may be deemed neces- sary and appropriate, are hereby approved and authorized in all respects, and the Mayor and the City Manager are hereby authorized and directed to execute and deliver such Official Statement in the form presented to the City Council together with such changes, modifications and deletions as they, with the advice of counsel, may deem necessary or appropriate, such execution and delivery to be conclusive evidence of the approval and authorization thereof by the City. Section 3. The use and distribution of the Preliminary Official Statement, the Official Statement, the Bond Resolution and the Escrow Deposit Agreement by the Underwriter in connec- tion with the marketing of the Series 1984 Bonds are hereby ratified, approved and authorized.· Section 4. For the purposes of providing funds to realize the purposes set forth in the first preamble of this Resolution, the City Council, pursuant to the authority granted to it by the Act, hereby authorizes the issuance of revenue bonds of the City to be designated City of Boynton Beach, Florida (Palm Beach County, Florida) Recreational Facilities Revenue Bonds, Series 1984, to be dated October 30, 1984 in the aggregate principal amount of $4,000,000 consisting of Serial Bonds -4- m~turing on November 1 in each of the years, in the amounts and at the interest rates as shown below: Principal Interest Maturity Amount Rate 1987 $110,000 7~25% -1988 .................. 120,000 .... 7.50 1989 130,000 7°75 1990 140,000 8.00 1991 150~000 8.25 1992 ~'~ ~"' ............ 165,000:'-' '~'"= : '=8~50 1993 180,000 8.75 1994 ........ 190,000 - ' 9.00 1995 210,000 9.25 1996 '230,000 ' 9~'50 1997. . ....... 250,~000 .... ~9.65 1998 275,000 9.80 1999 305,000 9.90 2000 335,000 10o00 2001 = 365,000 10o00 2002 400,000 10.125 2003 445,000 10.125 The Series 1984 Bonds shall.be issued as fully registered Bonds in the denomination of $5,000 or any integral multiple thereof; interest on the Series 1984 Bonds shall be paid May 1, 1985, and thereafter semiannually on each May 1 and November 1; principal of the Series 1984 Bonds shall be payable at the ~rincipal office of Barnett Banks Trust Company, N.A. (the "Bond Registrar"), in the City of Jacksonville, Florida and interest on the Series 1984 Bonds shall be paid by draft or check mailed to the registered owner at the address shown on the registration books kept by the Bond Registrar. Any registered Series 1984 Bond may be transferred in such manner and at such times as set forth in the Bond Resolution. Section 5. The Series 1984 Bonds maturing in the years 1987 through 1994, both inclusive, are not redeemable prior to their respective stated dates of maturity. The Series -5- 1984 Bonds maturing on or after November 1, 1995 are subject to redemption, at the option of the City, on or after November 1, 1994, in whole on any date, or in part on any interest payment date, in inverse order of their maturities and by lot within a maturity if less than all of the Series 1984 Bonds of any one maturity shall be called for redemption, at the following redemption prices, plus accrued interest to the date of redemption: Redemption Period Redemption Price (Dates Inclusive) (percent of Principal Amount) 11/1/94 through 11/1/95 103% 5/1/96 through 11/1/96 102 5/1/97 through 11/1/97 5/1/98 and thereafter 100 Notice of such redemption shall be made at least thirty (30) days prior to the redemption date, shall be signed by the Director of Finance, shall be published once in a daily newspaper of general circulation in the City, and in a daily newspaper of general circulation or a financial journal published in the Borough of Manhattan, City and State of New York, shall be filed with the Registrar and the Director of Finance, and shall be mailed, postage prepaid, to all registered owners of Series 1984 Bonds to be redeemed at their addresses as they appear on the registration books, but failure to so mail any such notice shall not affect the validity of the proceedings for such redemption. Section 6. Simultaneously with the delivery of the Series- 1984 Bonds, the proceeds (including accrued interest) and certain other moneys received by the Director of Finance shall be applied by the Director of Finance as follows: -6- The amount received as accrued interest on the Series t984 Bonds-shall'be deposited to' the Credit of the Principal and Interest Account in the Sinking Fund; (2)~ A-sum equal to $133,000 shall be deposited to the credit of the Reserve Account; (3) A sum equal to the financing expenses attribut- & able to the issuance of the Series 1984 Bonds shall be deposited in a special bank account and applied to the payment of such expenses; {4) A sum equal to the MBIA insurance premium and any associated costs shall be paid in such manner as re- quired to cause the Series 1984 Bonds to be covered by MBIA insurance; and (5) A sum sufficient to purchase United States Treasury Obligations (the "Government Securities"), the principal of ~hich, together with the interest to be earned thereon, will be sufficient: (a) to pay the principal of and interest becoming due on the Series 1982 Bonds to and including November 1, 1995 and (b) to redeem on November 1, 1992 $1,780,000 in aggregate principal amount of the Series 1982 Bonds maturing in 2002 .plus the premium thereon with the remainder of the Series 1982 Bonds maturing in 2002 in the aggregate principal amount of $550,000 plus the premium thereon to be refunded on November 1, 2001; such sum will be -7- applied to the purchase of the Government Securities, which Government Securities shall thereupon be transt ferred to the Escrow Agent for deposit pursuant to the Escrow Deposit Agreement and to be held under the conditions and terms thereof. The amounts required under subparagraphs (1), (3) and (4) above shall be provided from Series 1984 Bond proceeds. The amount required under subparagraph (2) above shall be provided both from Series 1984 Bond proceeds and from funds transferred from the Sinking Fund created under the Original Resolution. The 3amount required under subparagraph (5) above shall be provided both from Series 1984 Bond proceeds and from funds in the Reserve Account created under the Original Resolution. Section 7. Simultaneously with the delivery of the Series 1984 Bonds, the amount on deposit in the following funds and accounts created by the Original Resolution relating to the Series 1982 Bonds shall be applied as indicated: Fund or Account under the Fund or Account under the Original R~solution Reserve Account Sinking Fund: (1) $223,762.50 (2) $65,000 Bond Resolution or the Escrow Deposit Agreement Escrow Fund Applied to Fund certain capital improvements Reserve Account Section 8. The form of the Series 1984 Bonds set forth in the Bond Resolution, with such insertions, changes and -8- other modifications, not inconsistent with the general tenor or said forms or with the Bond Resolution and as may be deemed necessary or appropriate, is hereby approved and authoriZed in all respects; and the Mayor and the City Clerk, are hereby authorized and direc%ed to execute either manually or by facsimile signature, as provided in the Bond Resolution, and to deliver to the Bond Registrar for authentication on behalf of the City, the Series 1984 Bonds in definitive form, in the form presented, as a part of the Bond Resolution,' to this meeting together with such changes, modifications and ~-~e'i~e~'~'~S al~' ~heY~i"with the advice of counsel, may deem necessary or appropriate, not inconsistent with the Bond Resolution, such execution and delivery to be conclusive evidence of the approval and authorization thereof by the City Council. Section 9. The following banks or trust companies in the indicated cities are each hereby appointed for the func- tions indicated for the Series 1984 Bonds: Name of Bank or Trust Company Function Location Barnett Banks Trust Company, N.A. Bond Registrar Jacksonville, Florida Florida National Bank Escrow Agent Miami,' Florida Section 10. The City Council hereby awards the Series 1984 Bonds to the Underwriter in the amounts, at the interest rates as set forth in Section 4 of this Resolution and at the prices set forth in the Official Statement and the Bond Purchase Contract. The form, terms and provisions of the Bond -9- Purchase Contract presented to the City Council are hereby ap- proved and authorized in all respects, and the Mayor and the City Clerk are hereby authorized and directed to execute and deliver, on behalf of the City, the Bond Purchase Contract effecting the award of the Series 1984 Bonds, such execution and delivery to be conclusive evidence of the approval and authorization hereof by the City Council. Section 11. The Series 1984 Bonds, upon their execution lin the form and manner set forth in the Bond Resolution, shall be deposited with the Bond Registrar for authentication, and the Bond Registrar is hereby authorized and directed to authen- ticate and, upon due and valid execution of the Bond Purchase Contract and the Escrow Deposit Agreement by the proper parties thereto, to deliver said Series 1984 Bonds to the Underwriter against ~ayment therefor in accordance with and subject to' the provisions of Section 207 of the Bond Resolution and in accord- ance with the Bond Purchase Contract. Section 12. 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 con- tinuation statements, required of them by the provision of the Series 1984 Bonds, the Escrow Deposit Agreement and the Bond Purchase Contract for the full, punctual and complete performance of the terms, covenants, provisions and agreements of the same and also to do all acts and things required of them by the provisions of this Resolution. -10- Section 13. The Mayor, the City Clerk or 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 as they, with the advice of counsel, may deem necessary and appropriate in order to effect the trans- actions contemplated by the Series 1984 Bonds, the Bond Resolution, the Escrow Deposit Agreement and the Bond Purchase Contract. Section 14. This Resolution becomes effective immediately upon its passage. PASSED AND ADOPTED this 9th day of October, 1984. ~ Mayor ATTEST: / C~lty Clerk / I Hereby ~Certify That I Have Approved The Form And Correctness Of This Resolution Attorney -11- I, BETTY S. BORONI, City Clerk of the Cit~ of Boynton Beach, Florida, and keeper of the records thereof, do hereby certify that the above and foregoing pages 1 through 12, inclusive, contain a true and correct copy of a resolution adopted by the City Council of said City at a meeting held on the 9th day of October, 1984. SAID RESOLUTION WAS DESIGNATED RESOLUTION NO.J~/~ IN WITNESS WHEREOF, I hereunto set my hand and impress the official seal of the City of Boynton Beach, Florida this 9th day of October, 1984. (SEAL) BETTY S. BORONI CITY CLERK BOYNTON BEACH, FLORIDA ity' Clerk -12- $4,000,000 City of Boynton Beach, Florida Recreational Facilities Revenue Bonds, Series 1984 BOND PURCHASE CONTRACT October 9, 1984 City Council City of Boynton Beach, Florida 120 Northeast Second Avenue Boynton Beach, Florida 33435 Members of the City Council: The undersigned, Arch W. Roberts & Co~ (the 'Underwriter"), acting for and on behalf of itself, hereby offers to enter into this Bond Purchase Contract (the "Contract of Purchase") with you (the "City") for the purchase by the Underwriters and sale by the City of your bonds specified below. This offer is made subject to acceptance by the City prior to 5:00 p.m., Boynton Beach, Florida time, on the date hereof, and upon such acceptance this Contract of Purchase shall be in full force and effect in accordance with its terms and shall be binding upon both the City and the Underwriter. 1. Purchase of Bonds. Upon the terms and conditions and upon the basis of the representations herein set forth, the Underwriter hereby agrees to purchase from the City and the City hereby agrees to sell to the Underwriter all (but not less than all) of the $4,000,000 aggregate principal amount of the City's Recreational Facilities Revenue Bonds, Series 1984 (the "Bonds"), dated October 1, 1984 (the Bonds being more fully described in the Official Statement hereinafter mentioned) at the purchase price of $3,892,000 plus interest accrued thereon from October 1, 1984, to the date of Closing referred to in SeCtion 5 hereof, at which time all the Bonds shall be delivered To the Underwriter if any are delivered. The Bonds shall be dated October 1, 1984, bear interest at the rates per annum payable semiannually on May 1 and November 1 of each year until maturity commencing May 1, 1985, and shall mature as set forth on the cover page of the Official Statement attached hereto as Exhibit "A", and shall be issued pursuant to and under the authority of Chapter 166, Florida Statutes (the "Act?), and Resolution No. 84-TTT of the City adopted by the City Council on September 5, 1984, as amended and supplemented (the "Resolution"). The Underwriter agrees to make a public offering of the Bonds at the initial offering price set forth in the Official Statement; however, the Underwriter reserves the right to make concessions to dealers and to change such initial offering price to the public as the Underwriter shall deem necessary in connection with the marketing of the Bonds. 2. The Bonds. The Bonds will be limited obligations of the City payable solely from the sources described in the ResoluTion, subject to the priorities described in the Resolution. The proceeds of the Bonds will be used to refund the outstanding $4,000,000 Recreational Facilities Revenue Bonds, Series 1982 of the City (the "Refunded Bonds") under the terms of an Escrow Deposit Aareement between the City and Florida National Bank, Miami~ Florida, as escrow agent (the 'Escrow Deposit Agreement"), and for the other purposes set forth in the Official Statement and the Resolution. 3. Official Statement. The City shall cause 5o be delivered to the Underwriter, simultaneously with the Cisy's acceptance hereof, two copies of the City's Preliminary Official Statement dated October 4, 1984 (the "Preliminary Official Statement"), and Official Statement substantially in the form dated October 9, 1984, with only such changes therein as shall have been accepted by the Underwriter (such Official Statement with only such changes, if any, and including the cover page and all appendices being herein referred to as the "Official Statement"), each signed on the City's behalf by the Mayor and the City Manager. The City hereby ratifies, confirms and approves the use and distribution by The Underwriter prior to the date hereof (and until the Official Statement in final form is available) of the Preliminary Official Statement and hereby authorizes the Underwriters to use and distribute the Official Statement, the Resolution and this Contract of Purchase and all information contained in each thereof, and all other documents, certificates and statements furnished by the City to the Underwriter in connection with the transactions contemplated by this Contract of Purchase, in connection with the offer and sale of the Bonds. 4. Good Faith Check. The Underwriter herewith delivers to the City a check payable to the order of the City in the amount of $40,000 to be held uncashed by the City upon acceptance of this Contract of Purchase as security for the performance by the Underwriter of its obligation to accept and pay for the Bonds at the Closing in accordance with the provisions of this Contract of Purchase. Concurrently with the delivery of and payment for the Bonds at the Closing, such check will be returned to the Underwriter. In the event the City does not accept this offer, or upon its failure to deliver the Bonds at the Closing, or if it shall be unable to satisfy the conditions to the obligations of the Underwriter contained in this Contract of Purchase, or if such - 2 - obligations shall be terminated for any reason permitted by this Contract of Purchase, such check shall be immediately returned to the Underwriter. In the event that the Underwriter fails (other than for a reason permitted under this ConTract of Purchase) to accept and pay for the Bonds at the Closing, such check shall be cashed and the proceeds thereof shall be retained by the City as and for full liquidated damages for such failure and for any and all defaults hereunder on the part of the Underwriter, and thereupon all claims and rights hereunder against the Underwriter shall be fully released and discharged. 5. The Closinq. At 10:00 a.m., New York time, on October 30, 1984, or at such earlier or later time as shall be agreed upon by the Underwriter and the City (such time and date being herein referred to as the "Closing"), the City will deliver, or cause to be delivered to the Underwriter, at a location or locations to be designated by the Underwriter, in New York, New York, the Bonds in definitive form (all Bonds being printed or lithographed on steel engraved borders and bearing CUSIP numbers), duly executed by the City and authenticated by Barnett Banks Trust Company, N.A., Jacksonville, Florida, as Registrar, and the other documents herein mentioned; and the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph (1) hereof, in immediately available funds. The Bonds shall be made available to the Underwriter at the location specified by the Underwriter not later than one business day before the Closing for the purposes of inspection and packaging. The Bonds shall be issued initially in fully registered form in the denominations of $5,000 or integral multiples thereof and registered in such names as the Underwriter shall request by written notice not later than two business days prior to the Closing. City. 6. Representations, Warranties and Aqreements of th~ The City hereby represents, warrants To and agrees with the Underwriter that: (a) The City is a municipal corporation duly organized and validly existing under the Constitution and laws of the State of Florida, and has, and at the Closing Date will have, full legal right, power and authority (i) to enter into this Contract of Purchase and the Escrow Deposit Agreement, (ii) to adopt the Resolution, (iii) to issue, sell and deliver the Bonds to the Underwriter pursuant to the Resolution as provided herein, and (iv) to carry out, give effect to and consummate the transactions contemplated by this Con~rac~ of Purchase, the Resolution, the Escrow Deposit Agreement and the Official Statement~ (b) The City has complied, and will at the Closing be in compliance, in all respects with the Act and the Resolution~ - 3 - (c) The City has duly and validly adopted the Resolution, has duly authorized and approved the execution and delivery of the Bonds, this Contract of Purchase, the Escrow Deposit Agreement and the Official Statement and has duly authorized and approved the performance by the City of its obligations contained in, and the taking of any and all action as may be necessary to carry out, give effect to and consummate the transactions contemplated by each of said documents, and the Closing, the Bonds, the Resolution, the Escrow Deposit Agreement and this Contract of Purchase will constitute the valid, legal and binding obligations of the City enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally, and the Resolution will be in full force and effect; (d) The City is not in breach of or in default under any constitutional provision, applicable law or administrative rule or regulation of the State of Florida, the United States, or of any department, division, agency or instrumentality of either thereof or any applicable court or administrative decree or order, or any loan agreement, no~e, ordinance, resolution, indenture, contract, agreement or other instrument to which the City is a party or to which the City is otherwise subjec~ or bound which in any material way, directly or indirectly, affects the issuance of the Bonds or the validity thereof, the validity or adoption of the Resolution or the execution and delivery of the Bonds, this Contract of Purchase or the other instruments contemplated by any of such documents to which the City is a party, and compliance with the provisions of each thereof, will not conflict with or constitute a breach of or default under any constitutional provision, applicable law or administrative rule or regulation of the State of Florida, the United States, or of any department, division, agency or instrumentality of either thereof; (e) Ail approvals, consents, authorizations, elections and orders of or filings or registrations with any governmental authority, legislative body, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the due performance by the City of its obligations under the Resolution, the Bonds, the Escrow Deposit Agreement and this Contract of Purchase have been obtained and are in full force and effect, except for such approvals, consents and orders as may be required under the 'Blue Sky" or securities laws of any state in connection with the offering and sale of the Bonds; (f) The Bonds and the Resolution conform to the description thereof contained in the Official Statement, and the Bonds, when delivered in accordance with the Resolution and paid for by the Underwriter at the Closing as provided herein, will be validly issued and outstanding limited obligations of the City entitled to all the benefits and security of the Resolution; (g) The Preliminary Official Statement (except as changed by the Official Statement) and the Official Statement are, and (as supplemented with the written approval of the Underwriter, if the Official Statement shall have been supplemented) will be, as of the date of Closing, true, correct and complete in all material respects and do not, and will not as of the date of Closing, contain any untrue statement of a material fact or omit to state a material fact required To be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (h) For a period of 90 days from the date hereof or until such time (if earlier) as the Underwriter shall no longer hold any of the Bonds for sale, if any event shall occur as a result of which it is necessary to supplement the Official Statement in order to make the statements therein, in light of the circumstances existing at such time, not misleading, the City shall forthwith notify the Underwriter of any such event of which it has knowledge and shall cooperate fully in the preparation and furnishing of any supplement to the Official Statement necessary, in the opinion of the Underwriter, so that the statements therein as so supplemented will not be misleading in the light of the circumstances existing at such time; (i) The Resolution creates a legally valid and binding pledge of and lien and charge upon the moneys held in the Sinking Eund, the Renewal and Replacement Fund and the General Fund under the Resolution; (j) Except as described in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, is pending or, to the knowledge of the City, threatened in any way affecting the existence of the City or the titles of its officers to their respective offices, or seeking to prohibit, restrain or enjoin the issuance, sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the Resolution, or the collection or application of the Gross Revenues or Designated Revenues, as defined in the Resolution, or the pledge of and lien on the Gross Revenues and Designated Revenues pursuant to the Resolution, or in any way contesting or affecting the validity or enforceability of the Bonds, the Resolution, t.his - 5 - Contract of Purchase, the Escrow Deposit Agreement, or any action of the City contemplated by any of said documents, or in any way contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or the powers of the City or its authority with respect to the Bonds, the adoption of the Resolution, or the execution and delivery of this Contract of Purchase, the Escrow Deposit Agreement, or any action of the City contemplated by any of said documents, or which would adversely affect the exemption of interest paid on the Bonds from Federal income taxation, nor to the knowledge of the City, is there any basis therefor; (k) The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request to qualify the Bonds for offer and sale under the "Blue Sky" or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate, provided that in connection therewith the City shall not be required to file a general consent to service of process or qualify to do business in any jurisdiction; (1) The audited financial statements of the City for the fiscal year ended September 30, 1983, heretofore delivered to the Underwriter and contained in the Official Statement as Appendix "C" thereto, and the audited Statements of General Fund Revenues and Expenditures of the City for the fiscal years ended September 30, 1979, 1980, 1981, 1982 and 1983 and the Unaudited Statement of General Fund Revenues and Expenditures of the City for the 11 months ended August 31, 1984 contained in the Official Statement under the caption "Selected Financial Data of the City", fairly present the financial position of the CiTy as of the dates indicated and the result of its operations for the periods specified, and such financial statements have been prepared in conformity with generally accepted accounting principles consistently applied during the periods involved, except as otherwise expressly stated in the notes thereto; (m) The City will apply the proceeds of the Bonds in accordance with the Resolution and as contemplated by the Official Statement; (n) The City will at all times engage a transfer agent for the Bonds who is registered as such with the Securities and Exchange Commission ("SEC") or who agrees to comply with the SEC's transfer turn-around standards; and (o) Any certificate signed by the Mayor, City Manager or other authorized official or individual of the City - 6 - shall be deemed a representation and warranty by the City to the Underwriters as to the statements made therein. 7. Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to accept delivery of and pay for the Bonds at the Closing shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the representations and warranties on the part of the City contained herein as of the date hereof and as of the Closing, to the accuracy in all material respects of the statements of the officers and other officials of the City made in any certificates or other documents furnished pursuant to the provisions hereof, To the performance by'the City of its obligations to be performed hereunder at or prior To the Closing and To the following additional conditions: (a) Within five days from the date hereof, you shall deliver or cause to be delivered to the Underwriter a letter of Ernst & Whinney dated the date hereof, to the effect that (i) they are independent certified public accountants as defined in Rule 101 of the Code of Professional Ethics of the American Institute of Certified Public Accountants with respect to the City, (ii) they consent to the use of their report dated January 6, 1984 on the financial statements of the City and to all references to their firm included in the Preliminary Official Statement, (iii) on the basis of a reading of the latest available interim unaudited financial statements of the City and other documents and papers which they deemed necessary and inquiries of officials and officers of the City responsible for financial and accounting matters, nothing came to their attention as of a date nor more than five days prior to the date hereof (the "Determination Date") that, except as otherwise noted in such letter, caused them to believe (A) the unaudited Statement of General Fund Revenues and Expenditures for the eleven-months period ended August 31, 1984 included in the Preliminary Official Statement under the caption "Selected Financial Data of the City" is not fairly presented in accordance with generally accepted accounting principles applied on a basis substantially consistent with the audited financial statements included in the Preliminary Official Statement as Appendix "C", (B) that for the period beginning September 1, 1984 and ending on the Determination Date there was any decrease in General Fund Revenues or in the excess of General Fund Revenues over General Fund Expenditures as compared with the comparable period in the preceding year, and (C) that as of the Determination Date there was an increase in long term indebtedness or any decrease in the General Fund Balance, as compared with the respective amounts shown on the unaudited August 31, 1984 financial statements included in the Preliminary Official Statement under the caption "Selected Financial Data of the City"; - 7 - (b) At the Closing, the Resolution and the appropriate amending resolutions shall have been duly adopted, and the Escrow Deposit Agreement shall have been duly executed and delivered, and said documents shall be in full force and effect, and shall not have been repealed, amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter, and there shall have been taken in connection therewith, with the issuance of the Bonds and with the Transactions contemplated~thereby and by this Contract of Purchase, all such actions as, in the opinion of Brown, Wood, Ivey, Mitchell & Petty ("Bond Counsel"), shall be necessary and appropriate~ (c) At the Closing, the Official Statement shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter; (d) Between the date hereof and the Closing, the market price or marketability, at the initial offering prices set forth in the Official Statement, of the Bonds shall not have been materially adversely affected, in the judgment of the Underwriter (evidenced by a written notice to the City terminating the obligations of the Underwriter to accept delivery of any pay for the Bonds), by reason of any of the following: (i) legislation enacted by or introduced in Congress or recommended for passage by the President of the United States, or a decision rendered by a court of the United States or by the United States Tax Court, or an order, ruling, regulation or official statement (final, temporary or proposed) issued or made (A) by or on behalf of the Treasury Department of the United States or the Internal Revenue Service, with the purpose or effect, directly or indirectly, of imposing Federal income taxation upon such interest as would be received by the holders of the Bonds, or (B) by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds are required to be registered under the Securities Act of 1933, as amended, or the Resolution, as amended, is required to be qualified under the Trust Indenture Act of 1939, as amended, or that the issuance, offering or sale of the Bonds or obligations of the general character of the Bonds, including any or all underlying arrangements, as contemplated hereby or by the Official Statement, otherwise is or would be in violation of the Federal securities laws as amended and then in effect; (ii) the declaration of war or engagement in major hostilities by the United States or the occurrence of any other national emergency or calamity relating to the effective - 8 - operation of the government of or the financial community in the United States (iii) the declaration of a general banking moratorium by Federal, New York or Florida authorities, or the general suspension of trading on any national securities exchange; (iv) the imposition by the New York Stock Exchange or other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Bonds or obligations of the general character of the Bonds or securities generally, or the material increase of any such restrictions now in force, including those relating to the extension of credit by, or to the net capital requirements of, underwriters: (v) the withdrawal or downgrading of any rating of the Bonds or of any other securities of the City by a national rating agency; (vi) any amendment to the Federal or Florida Constitution or action by any Federal or Florida court, legislative body, regulatory body, or other authority materially adversely affecting (A) the tax-exempt status of the City with respect to revenues pledged under the Resolution, (B) the validity or enforceability of this Contract of Purchase, the Escrow Deposit AgreemenT, the Bonds or the Resolution or (C) the ability of the City to meet its covenants under the Resolution; (vii) subsequent to the respective dates as of which information is given in the Official Statement, except as contemplated in the Official Statement, any change in the debt, any material decrease in assets or any other change in the financial position of the City; or (viii) any event occurring, or information becoming known, which, in the judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Official Statement, or has the effect that the Official Statement contains any untrue statement of material fact or omits to state a material fact required To be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (e) At or prior to the Closing, the Underwriter shall have received two counterpart originals of the following documents, in each case satisfactory in form and substance to the Underwriter: - 9 - (i) The Official Statement, executed on behalf of the City by the Mayor and City Manager; (ii) The Resolution and the appropriate amending resolutions, certified by the City Clerk to be a true, correct and complete copy of the one duly adopted or authorized by the City which has not been amended, modified or rescinded since the date of this Contract of Purchase and is in full force and effect as of the Closing, Together with the executed Escrow Deposit Agreement; (iii) An unqualified approving opinion of Bond Counsel, dated the date of Closing and addressed to the City and to the Underwriter, in substantially the form set forth in Appendix "D" to the Official Statement; (iv) An opinion of Bond Counsel, dated the date of Closing and addressed to the Underwriter, to the effect that (A) the City is a municipal corporation duly organized and validly existing under the laws of the State of Florida, with full legal right, power and authority to perform all of its obligations under this Contract of Purchase; (B) this Contract of Purchase has been duly authorized, executed and delivered by, and, assuming due authorization, execution and delivery by the Underwriter, constitutes a legal, valid and binding agreement and obligation of the City, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws limiting creditors' rights generally; (C) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Resolution is exempt from qualification under the Trust Indenture Act of 1939, as amended; and (D) the Resolution and the Bonds conform to the descriptions thereof contained in the Official Statement, and the statements contained in the Official Statement on the cover and under the captions "Summary Statement", "Introduction", "The 1984 Bonds', "Redemption Provisions", "Plan of Financing", "Security", "Rate Covenant", "Flow of Funds", 'Authorized Additional Pledges of Designated Revenues", "Summary of Certain Provisions of the Resolution", and "Tax Exemption", insofar as such statements purport to summarize certain provisions of the Resolution, the Escrow Deposit Agreement, the Bonds and the opinion of Bond Counsel, present a fair and accurate summary of such provisions. (v) An opinion, dated the date of Closing and addressed to the City, Bond Counsel and the Underwriter of James W. Vance, Esquire, City Attorney, to the effect that (A) the City is a municipal corporation duly organized and validly existing under the Constitution and laws of the State of Florida, and has full legal right, power and authority (1) to enter into this Contract of Purchase and the Escrow Deposit Agreement and to adopt the Resolution, (2) to issue, sell and deliver the Bonds to the Underwriter as provided in this Contract of Purchase, (3) to pledge the Gross Revenues and Designated Revenues as set forth in the Resolution, and (4) to carry out, give effect to and consummate the transactions contemplated by this Contract of Purchase, the Resolution, the Escrow Deposit Agreement and the Official Statement; and the City has complied, and is in compliance in all respects, with the terms of the Act and the Resolution; (B) by official action of the City, the City has duly adopted the Resolution, has duly authorized and approved the execution and delivery of the Bonds, this Contract of Purchase, the Official Statement and the Escrow Deposit Agreement and the consummation by it of all other transactions contemplated by this Contract of Purchase, the Official Statement and the Escrow Deposit Agreement, and the Bonds, the Resolution, the Escrow Deposit Agreement and this Contract of Purchase constitute legal, valid and binding obligations of the City enforceable in accordance with the terms hereof, subject To the provisions of bankruptcy or other similar laws affecting creditors' rights generally; (C) the City is not in breach of or default under any applicable constitutional provision, law or administrative regulation of the State of Florida or the United States or of any department, division, agency or instrumentality of either thereof, or any applicable court or administration, decree or order or any loan agreement, note, ordinance, resolution, indenture, contract, agreement or other instrument to which the City is a party or to which the City is otherwise subject or bound which in any material way, directly or indirectly, affects the issuance of the Bonds or the validity thereof, the validity or adoption of the Resolution or the execution and delivery of the Bonds, this Contract of Purchase or the other instruments contemplated by any of such documents to which the City is a party, and compliance with the provisions of each thereof will not conflict with or constitute a breach of or default under any applicable constitutional provision, law, administrative rule or regulation of the State of Florida, the United States, or of any department, division agency or instrumentality of either thereof, decree or order, or any loan agreement, note, ordinance, resolution, indenture, contract, agreement or other instrument To which the City is a party or to which the City is otherwise subject; (D) all approvals, consents, authorizations, elections and orders of or filings or registrations with any governmental authority, legislative body, board, agency or commission having jurisdiction which would constitute a condition precedent by the City of its obligations under this Contract of Purchase, the Resolution, the Bonds and the Escrow Deposit Agreement have been duly obtained and are in full force and effect, except for such approvals, consents and orders as may be required under the "Blue Sky" or securities laws of any state in connection with the offering and sale of the Bonds; (E) except as described in the Official Statement, there is no active suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to his knowledge, threatened in any way affecting the existence of the City, of the titles of its officers to their respective offices, or seeking to prohibit, restrain or enjoin the issuance, sale or delivery of the Bonds or the collection or application of the Gross Revenues or Designated Revenues, or the pledge of the Gross Revenues or Designated Revenues pursuant to the Resolution, or in any way contesting or affecting the validity or enforceability of the Bonds, the Resolution, this Contract of Purchase, the Escrow Deposit Agreement, or any action of the City contemplated by any of said documents, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto, or contesting the powers of the City or its authority with respect to the Bonds, the adoption of the Resolution, or the execution and delivery of the Escrow Deposit Agreement, this Contract of Purchase, or any action of the City contemplated by any of said documents, or which to his knowledge would adversely affect the exemption of interest to be paid on the Bonds from Federal income taxation, nor to his knowledge, is there any basis therefor; (F) based upon his participation in the preparation of the Official Statement and without having undertaken to determine independently or assuming any responsibility for the accuracy, completeness or fairness of statements contained in the Official Statement, he does not believe that that the Official Statement as of its date and as of the Closing contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, light of the circumstances under which they were made, not misleading (except that no opinion or belief need be expressed as to any financial or statistical data contained in the Official Statement); and (G) the Resolution creates the valid pledge which it purports to create of the Gross Revenues and the Designated Revenues, subject only to the provisions of the Resolution permitting application thereof for the purposes and on the terms and conditions set forth in the Resolution and the Official Statement; (vi) A certificate, dated the date of Closing and signed by the Mayor and the City Manager to the effect that (A) to the best of their knowledge, the representations and warranties of the City contained herein are true and correct in all material respects on and as of the Closing with the same effect as if made on the date of Closing; (B) to the best of their knowledge, no event has occurred since the date of the Official Statement which should be disclosed in - 12- the Official Statement for the purposes for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; and (C) the City has complied with all the agreements and satisfied all its requirements under this Contract of Purchase or otherwise at or prior to the Closing; (vii) A letter of Ernst & Whinney, dated the Closing Date, To the same effect with regard to the Official Statement as the letter described in subparagraph 7(a) hereof with respect to the period from September 1, 1984 to five days prior to the Closing. (viii) Verification by Ernst & Whinney, independent certified public accountants, of the mathematical accuracy of compusasions supporting (A) the adequacy of the maturing principal amount of, and interest earned on, the direct obligations of the United States deposited under the Escrow Deposit Agreement to pay the principal of, redemption premium, if any, and interest on, the Refunded Bonds, and (B) the computations of yield used by Bond Counsel in support of their conclusion that the refunding aspects of the Bonds will not cause the Bonds to be "arbitrage bonds" under Section 103(c) of the Internal Revenue Code; (ix) A non-arbitrage certificate in substance and form satisfactory to Bond Counsel; (x) Evidence satisfactory to the Underwriter that the MBIA insurance policy described in the Official Statement has been issued, that the premium thereon has been paid and that no action has been taken or threatened to rescind, modify or amend such policy or to withhold the rating of Standard & Poor's Corporation and Moody's Investors Service, Inc. set forth in the Official Statement; (xi) A certificate of the Clerk of the Circuit Court in and for Palm Beach County, dated subsequent to October 28, 1984, that no appeal was taken from the judgment of the Circuit Court validating the Bonds; and (xii~) Such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy as of the date hereof and as of the Closing, of the City's representations and warranties contained herein and of the statements and information contained in the Official Statement, and the due performance or satisfaction by the City at or prior to the Closing of all agreements then to be performed and all conditions then to be satisfied by the City in connection with the transactions contemplated hereby and by - 13 - RIDER-13 to Bond Purchase Contract (xii) The availability of the required U.S. Treasury Obligati°n, State and Local Government Series ("SLGS") and other necessary direct obligations of the United States for use in the escrow account established pursuant to the Escrow Deposit Agreement. the Escrow Deposit Agreement, the Resolution and the Official Statement. If any of the conditions to the obligations of the Underwriter contained in this Paragraph or elsewhere in this Contract of Purchase shall not have been satisfied when and as required herein, all obligations of the Underwriter hereunder may be terminated by the Underwriter at, or at any time prior to, the Closing by written notice to the City. 8. Expenses. (a) Ail expenses and costs of the City and the Underwriter incident to the issuance and sale of the Bonds, including, but not limited to, the expenses listed on Exhibit "B" attached hereto and any other expenses of the City not specifically enumerated, incurred in connection with the issuance of the Bonds and the refunding of the Refunded Bonds, shall be paid from the proceeds of the Bonds. (b) The Underwriter shall pay all its expenses, not listed on Exhibit "B", incurred by the Underwriter in connection with its public offering and distribution of the Bonds including the fees and disbursements of its counsel. 9. Notices. Any notice or other communication to be given to the City under this Contract of Purchase may be given by delivering the same in writing To the City at the address set forth above, Attention: City Manager; and any notice or other communication to be given to the Underwriter under this Contract of Purchase may be given by delivering the same in writing to Arch W. Roberts & Co., 3191Maguire, Suite 210, Orlando, Florida 32814, Attention: Public Finance Department. 10. Parties in Interest. This Contract of Purchase is made solely for the benefit of the City and the Underwriter (including successors or assigns of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof. 11. Survival of Representations and Warranties. The representations and warranties of the City, set forth in or made pursuant to this Contract of Purchase, shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing or termination of this Contract of Purchase and regardless of any investigations or statements as to the results thereof made by or on behalf of the Underwriter and regardless of delivery of and payment for the Bonds. 12. Effective. This Contract of Purchase shall become effective and binding upon the respective parties hereto - 14 - upon the execution of the acceptance hereof by the City and shall be valid and enforceable as of the time of such acceptance. Very truly yours, ARCH ~BERTS & ~CO' _ Accepted: October 9, 1984 CITY OF BOYNTON BEACH, FLORIDA - 15- In the opinion of Bond Counse~ the interest on the 1984 Bonds is exempt from all present Federal income taxes and is not subject to income taxation under present Florida law, except as to taxes imposed by Chapter 220, Florida Statutes, on interes~ income or. profits on debt obligations owned by corporations as definedtaxes imposedin Chapterby Chapter220' Florida199, Statutes.Florida Statutes.The 1984 Bonds are also exempt from intangible persf/nal property NEW ISSUE RATINGS: Moody's: Standard & Poor's: .~ (See "Ratings" herein) $4,000,000 City of Boynton Beach, Florida (Palm Beach County, Florida) Recreational Facilities Revenue Bonds Series 1984 Dated: October 1, 1984 Due: November 1, as shown below Principal is payable at the principal corporate trust office of Barnett Banks Trust Company, N.A., Jacksonville, Florida, as Bond Registrar. Interest on the 1984 Bonds (payable on May 1, 1985 and each November i and May I thereafter) is payable by check or draft mailed to the registered owners thereof. The first interest payment will represent interest from October 1, 1984 to May 1, 1985. The 1984 Bonds are issuable in the form of fully registered bonds in denominations of $5,000-or any integral multiple thereof. The 1984 Bonds are subject to redemption prior to maturity as described herein. The 1984 Bonds herein offered are payable solely from and secured by a pledge of the Gross Revenues derived from the operation of the City's Golf Course and, if required, by a pledge of the Public Service Taxes received by the City pursuant to Chapter 166.231 Florida Statutes. The 1984 Bonds are being issued pursuant to the Constitution and laws of the State of Florida, including particularly the City Charter of the City of Boynton Beach, Chapter 166, Florida Statutes, and the terms of the Authorizing Resolution (the "Resolution") adopted by the City on September 5, 1984, as amended. The 1984 Bonds are limited obligations of the City. The 1984 Bonds shall not be deemed to constitute debt of the City, Palm Beach County, the State of Florida or any other political subdivision thereof. Neither the faith and credit nor the taxing power of the State of Florida or any political subdivision thereof, other than the City to the limited extent described herein, will be pledged to the payment of the principal of, redemption premium, if any, or interest on the 1984 Bonds. The issuance of the 1984 Bonds shall not directly or indirectly obligate the City to levy or pledge any form of taxation whatever therefor, other than Public Service Taxes. *"'~Am J Price or ~ y Price or Year ount Rate Yield Year mount Rate Yield 1987 $110,000 7, 2f /t(j~d 1996 $230,000 1988 /Z.~. t~ 7,~% 1997 250,000 19~ 140.000 ~, cO 1999 ~o~,000 1991 150.000 ~, ff 2000 335,000 ~O. 1992 165,000 ~ ~ 2001 365,000 /o, 1993 /~ ~,000 9. YJ' 2002 ~O~.000 1994 /Po 19~,000 q,~ ~ 2003 445.000 1995 210.000 ~, z~ ~ The 1984 Bonds are offered when, as and if issued and received by the Underwriter, subject to the unqualified approval of legality by Brown, Wood, Ivey, Mitchell and Petty, New York, New York, Bond Counsel to the City. Certain legal matters will be passed on for the City by James W. Vance, Esq., Palm Beach, Florid'a. Certain legal matters will be passed upon for the Underwriter by Wolf, Block, Schorr and Solis-Cohen, West Palm Beach, Florida, Counsel to the Underwriter. It is expected that the 1984 Bonds in definitive form will be available .for delivery on or about October~ o 1984. Arch W. Roberts & Co. The date of this Official Statement is October ~, 1984. lEstimated, subject to change. CITY OF BOYNTON BEACH, FLORIDA Schedule 2 Exhibit B Estimated Issuance Expenses Bond Insurance Bond Counsel Local Counsel Economic Consultants Computer Fee Local CPA CPA Verification Printing of Bonds Printing of Official Statement Bond Rating Signature Company City' s Travel Expenses Bond Registrar Escrow Agreement ~30,000 20,000 10,000 5,000 8,000 7,500 5,500 1,800 13,530 2,300 500 4,000 1,000 1,000 ~10,130 October 9, 1984 City of Boynton Beach 120 Northeast Second Avenue Boynton Beach, Florida 33435 Re: $4,000,000 City of Boynton Beach, Florida Recreational Facilities Revenue Bonds, Series 1984 Dear Sirs: The undersigned' (the "Underwriter") has agreed to purchase from the City of Boynton Beach (the "City.") its recreational facilities revenue bonds referred to above (the "Bonds") in accordance with the terms and provisions of a Bond Purchase Contract between the City and'the Underwriter (the "Purchase Contract"), which embodies the negotiations with respect thereto. The purpose of this letter is to furnish, pursuant to the provisions of subsection (4) of Section 218.385, Florida Statutes, as amended, certain information with respect to the agreements made for the purchase and sale of the Bonds. We represent to you as follows: The nature and estimated amounts of expenses to be incurred by the Underwriter in connection with the issuance and sale of the Bonds are as follows:- Expenses (includes Underwriter's counsel fee, travel, advertising, MSRB rule making, CUSIP numbers, interest on Federal funds, munifacts) ................. $17,382.40 0 No person including any "finder" as defined in Section 218.386, of the Florida Statutes, as amended, has entered into any understanding with the Underwriter for any paid or promised compensation or valuable consideration directly or indirectly, expressly or implied, to act solely as an intermediary between you and the Underwriter or to exercise or attempt to exercise any influence to effect any transaction in the purchase of the Bonds. The underwriting spread expected to be realized by the Underwriter is $108,000.00. This amount includes the expenses listed in paragraph (a) above, a management fee of $30,000.00 expected to be realized by the Underwriter and a total take down, associated with the Bonds, of $60,617.60. No fee, bonus or other compensation will be paid by the Underwriter in connection with the issue of the Bonds to any person not regularly employed or retained by the Underwriter (including any "finder" as defined in Section 218.386, Florida Statutes, as amended). The name and address of the Underwriter are as follows- ~ Arch W. Roberts & Co. 3191 Maguire Blvd., Suite 210 Orlando, Florida 32814 The Underwriter ' ~ understands that you require no other disclosures with respect to an issue of bonds of this type. Very truly yours,. ARCH ~OBERTS & CO. //