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
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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.
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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
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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
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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:
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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
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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
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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
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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.
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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
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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
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$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
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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~
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(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
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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. //