84-TTTC
Resolution No. 2~- 7-7-7
A RESOLUTION AUTHORIZING THE ISSUA~CE OF NOT
EXCEEDING $~ ~o RECREATIONAL FACILITIES
REVENUE BONDS OF THE CITY OF BOYNTON BEACH,
FLORIDA, FOR THE PURPOSE OF PROVIDING FUNDS
FOR PAYING THE COST OF REFUNDING THE OUT-
STANDING $4,000,000 RECREATIONAL FACILITIES
REVENUE BONDS, SERIES 1982, DATED SEPTEMBER
1, 1982; PROVIDING FOR THE PAYMENT OF SUCH
BONDS AND THE INTEREST THEREON FROM THE GROSS
REVENUES OF SAID GOLF COURSE AN~D UNDER CERTAIN
CIRCUMSTANCES FROM PUBLIC SERVICE T~ES;
DESCRIBING THE TERMS, SECURITY AND OTHER PRO-
VISIONS OF SUCH BONDS; BETTING FORTH THE-
RIGHTS AND REMEDIES OF THE HOLDERS OF SUCH
BONDS; PROVIDING SEVERABILITY; AND PROVIDING
AN EFFECTIVE DATE.
WHEREAS, under the authority granted by the Constitution
and laws of the State of Florida, including the Charter of the
City of Boynton Beach (Chapter 24398, Laws of Florida, Acts of
1947, as amended) and Chapter 166, Florida Statutes, the City
is authorized to issue revenue bonds payable from the revenues
to be derived from the capital facilities to be financed, which
do not pledge the property, credit or general tax revenue of the
City for the purpose of paying the cost of acquirina and con-
structing revenue producing capital projects; and
WHEREAS, the City has heretofore issued $4,000,000
Recreational Facilities Revenue Bonds, Series 1982 (the "1982
Bonds") for the purpose of financing the acquisition and con-
struction of a twenty-seven hole golf course and appurtenant
facilities in the City of Boynton Beach and said golf course
has been substantially completed and placed in operation; and
~4EREAS, the City Council has determined at this time
to authorize the issuance of not exceeding $_~__~_~.~
Recreational Facilities Revenue Bonds of the City.~f Boynton
Beach, Florida (the "Bonds") for the purpose of providing funds,
together with other available funds, for refunding the 1982
Bonds which Bonds will be payable as to principal and interest
solely from the gross revenues derived from the operation of
the Project and under certain circumstances the Designated
Revenues (hereinafter defined);
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY .OF BOYNTON BEACH, FLORIDA:
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ARTICLE I.
Definitions.
Section 101. ~eanin9 of Words and Terms. In
addition to words and terms elsewher~ defined in this
Resolution, the following words and terms as used in
this Reso'lution shall have the following meanings, unless
some other meaning is plainly intended:
"Accountant" shall mean the independent certified
public accountants or firm of independent certified public
accountants employed by the City under the provisions of
Section 706 of this Resblution to perform and carry out the
duties imBosed on the Accountant by this Resolution.
".Am. ortization Requirements" shall mean for any Fiscal
Year w~th respect to Term Bonds the respective amounts which
are required in each Fiscal Year for redeeming and paying at-
maturity such_ Term Bonds by their stated maturity as fixed
by resolution of the City Council adopted prior to the sale
of such Term Bonds.
The Amortization Requirements for the Term Bonds shall
begin in the Fiscal Year determined by the City Council for
such Series and shall end not later than the Fiscal Year
immediately preceding the Fiscal Year in which such Term
Bonds are stated to mature. If during any Fiscal Y~ar the
total principal amount of TerTn Bonds retired by purchase or
redemption or called for redemption under the provisions of
Section 507 of this Resolution shall be in excess of the
~mortization Requirements for the Term Bonds for such Fiscal
Year, then at the close of such Fiscal Year the amount of
the Amortization Requirements for the Term Bonds shall be
reduced for any subsequent Fiscal Year or Fiscal Years in
amounts aggregating the amount of such excess as shall be
determined by the Fiscal Agent. If ~uring any'Fiscal Year
th~ total principal, amount of Term Bonds retired by purchase
or redemption or called for redemption under the prcvisions
of Section 507 of this Resolution shall be less than the
a~ount of the Amortization Requirement for the Term Bonds
for such Fiscal Year, then at the close of such Fiscal Year
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the amount of the Amortization Requirements for the Term
Bonds for the next succeeding Fiscal Year shall be increased
by the amount of the.excess of such deficiency over the
amount then held to the credit of the Redemption Account.
"Bond Registrar" shall mean a bank or trust company,
either within or without the State of Florida, designated
as such by the City Council, which shall perform such func-
tions as' Bond Registrar as are required by Article II of
this Resolution.
"Bonds" shall mean collectively the Bonds issued
under the provisions of Article' II of this Resolution.
............. "BondhOlders'' s~'ai1 'mean '~he re.~i'Stered'owners of 'the Bonds.
"City" shall mean the City of Boynton Beach, Florida,
a municipal corporation organized and existing under the
laws of Florida.
"City Attorney" shall mean the City Attorney of the
City or the officer succeeding to his principal functions.
"City Clerk" shall mean the City Clerk of the City
or the. officer succeeding to his principal functions.
"City Council" shall mean the City Council of the City
of Boynton Beach or the board or body succeeding to its
principal functions.
"City Manager" shall mean the City Manager of the
City or his designee or the officer succeeding to his
principal functions.
"Construction Fund" shall mean the Boyn~on Beach
Recreational Facilities Construction Fund, a special fund
created and designated by Section 401 of this Resolution.
"Consulting Architects" shall mean the architect
or architectural firm or corporation at th~ time employed
by the City under the provisions of Section 753 of this
Resolution to perform and carry out the duties imposed
on the Consulting Architects by this Resolution.
"Cost", as applied tO the Project, shall embrace the
cost of acquisition and construction and all obligations and
expenses and all items of cost which are set forth in
Section 404 of this Resolution.
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"Daily Newspaper" shall mean a newspaper published
in the English language on at least five (5) business days
in each calendar week.
"Depositary" shall mean' any-bank or trust company
duly authorized by law to engage in the banking business and
designated by the City Council as a depositary of moneys under
the provisions of this Resolution.
"Designated Revenues" shall mean the non ad valorem
tax revenue source available to the City consisting of the
public service taxes levied at any time on the purchase of
electricity, metered or bottled gas (natural liquified
petroleum gas or manufactured), water service, telephone
service, and telegraph service pursuant to the authority
granted by Section 166.231, Florida Statutes.
"Escrow Agent" shall mean a bank or trust company either
within or without the State designated as Escrow Agent in the
Escrow Deposit Agreement and performing such functions as are
required by Such Agreement.
"Escrow Deposit Agreement" shall mean the Escrow Deposit
Agreement between the City and the Escrow Agent pursuant to which
a portion of the proceeds of the Bonds issued under Section 207
of this Resolution shall be held, invested and applied by the
Escrow Agent as provided in this Resolution and in such Aareement.
"Finance Director" shall mean the Director of Finance
of the City or his designee or the officer succeeding to his
principal functions.
"Fiscal Agent" shall mean the Finance Director°
"Fiscal Year" shall mean the period commencing on the
first day. of October and ending on the last day of September of
the following year as the same may be amended from time to time
to conform to the fiscal year of the City.
"General'Fund" shall mean the Boynton Beach Recreational
Facilities General Fund, a special fund created and designated
by Section 503 of this Resolution.
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"Government Obligations" shall mean direct obligations
of, or obligations the principal of and the interest on which
are guaranteed by, the United States of America.
"Gross Revenues" shalt' include all income or earnings
derived from operation of the golf course, including but
without limitation, green fees, cart rentals, membership dues,
concession leases, rentals and franchise income, miscellaneous
income and investment income earned on the. several funds and
accounts created by this Resolution.
"Interest Payment Date" shall mean May~'l or-November 1~_~
"Mayor'! shall mean the Mayor of the City or the officer
succeeding to his principal functions.
"Net Revenues"for any particular period shall mean the
amount of the excess of the Gross Revenues for such period
over the Operation~and Maintenance Expenses for such period.
"Operation and Maintenance Expenses" shall mean the
City's reasonable and necessary current expenses of maintenance,
repair and operation of the Project and shall include, without
limiting the generality of the foregoing, all ordinary and
usual expenses of maintenance and repair, which may include
expenses not annually recurring, all City administrative expenses,
and any reasonable charges for pension or retirement funds
properly chargeable to the Project, insurance premiums, engineering
expenses relating' to maintenance, repair and operation, fees and
expenses of the Bond Registrar, legal expenses, any taxes which
may be lawfully imposed on the Project or its income or operations
and reserves for such taxes, management taxes, and any other
expenses required to be paid by the City under the provisions
of this Resolution or by law with respect to the Project all in
accordance with the accrual method of accounting but shall not
include any reserves for extraordinary maintenance or repair,
or any allowance for depreciation, any amortization charges, or
any deposits or transfers to the credit of the Sinking Fund.
"Outstanding" shall mean, when used with respect to the
Bonds, all Bonds the~etofore delivered except:
(a) Bonds paid or redeemed or delivered to or
acquired by the City Council for cancellation; and
(b) Bonds deemed to have been paid in accord-
ance with Section 306 or Section 1101 of this Resolution.
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"Permitted Investments" shall mean any of the following
which at the time are legal investments under the laws of the
State of Florida formoneys held hereunder and then proposed to
be invested therein:
(1) Government Obligations;
(2) obligations, debentures, notes or other
evidence of indebtedness issued or guaranteed by
any of the following: Banks for Cooperatives,
Federal Intermediate Credit Banks, Federal Home Loan
Bank Systems, Export-Import Bank of the United
States, Federal Financing Bank, Federal Land Banks,
Federal National Mortgage Association or Government
National Mortgage Association;
(3) all other obligations issued or uncondi-
tionally guaranteed as to the timely payment of
principal and interest by an agency or person con-
trolled or supervised by and acting as an instru-
mentality of the United States Government pursuant
to authority granted by Congress.
(4) obligations issued by public agencies or
municipalities and fully secured as to the payment
of both principal and. interest by a pledge of
annual, contributions under an annual contributions
contract or contracts, with the United States of
America, or temporary notes, preliminary loan
notes or project bores issued by public agencies
or municipalities and fully secured as to the
payment of both principal and interest by a
requisition or payment agreement with the United
States of America;
(5) interest-bearing demand or. time deposits
(inclUding certificates of'deposit) in banks and
savings and loan associations, either having a cap-
ital and surplus of at least $20,000,000 at the time
of the investment or any renewal thereof or secured
at all times, in the manner and to the extent provided
by law, by collateral security described in clauses-(1)
or (2) of this definition and of a market value of no
less than the amount of moneys so invested; and
(6) repurchase agreements with reputable fi-
nancial institutions fully secured by investments
described in clause (1) continuously having a market
value at least equal to the amount so invested.
"Principal and Interest Account" shall mean the
Principal and Interest Account, a special account created
and designated by Section 504-of this Reso!u=ion.
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"Principal and Interest Requirements" shall mean the
respective amounts which are required in each Fiscal Year to
provide
(a) for paying the interest on all such Bonds
then outstanding which is payable on May 1 in such
Fiscal Year, a~d on November 1 in the next ensuing
Fiscal Year, and
(b)' for paying the principal of all Serial
Bonds then outstanding which is payable on November
1 in the next ensuing Fiscal Year, and
(c) the Amortization Requirements, if any, for
all Term Bonds then outstanding for such Fiscal Year.
"Project'" shall mean the twenty-seven hole golf course
together with such structures, equipment and appurtenances
necessary or desirable in connection with the operation
of such facilities, all as described in plans and specifica-
tions, as the same may be amended from time to time, on file
in the office of the City Manager.
"Project Consultant" shall mean the consultant employed
by the City under the terms of Section 704 of this Resolution
to perform and carry out the duties imposed on the Project
Consultant by this Resolution.
"Redemption Account" shall mean the Redemption Account,
a special account created and designated by Section 504 of
this Resolution.
"Renewal and Replacement Fund" shall mean the Renewal
and Replacement Fund, a specia~ Fund created and designated
by Section 504 of this Resolution.
"Reserve Account" shall mean the Reser%'e Account, a
special account created and designated by Section 504 of
this Resolution.
"Reserve Account Requirement" shall mean the maximum
Principal and Interest .Requirements on account of the Bonds
issued under the provisions of Article II of this Resolution
in the current or.any subsequent Fiscal Year.
"Reserve Account Deposit Requirement" shall mean
in each of the twelve successive months beginning with the
month following any month in which any amount shall have
been withdrawn from the Reserve Account an amount equal to
one-tWelfth (1/12) of the deficiency created by such with-
drawal until such deficiency is made up;
"Resolution" shall mean this Resolution as the s~me may
be amended or supplemented from time to time in accordance
with Article X hereof.
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"Revenue Fund" shall mean the Boynton Beach Recreational
Facilities Revenue Fund, a special fund created and designated
by Section 503 of this Resolution.
"Serial Bonds" shall mean the Bonds which shall be
stated to mature in annual installments and "Term Bonds" shall
mean the Bonds so designated in a resolution of the City Council
adopted prior to the issuance of such Bonds.
"SinRing Fund" shall mean the Boynton Beach Revenue
Bonds Interest and Sinking Fund, a special fund created and
designated by Section 504 of this Resolution.
"1982 Bonds" shall mean the outstanding $4,0a0,000
Recreational Facilities Revenue Bonds, Series 1982, dated
September 1, 1982 of the City.
Section 102. Miscellaneous Definitions. Words of
the masculine gender shall be deemed and construed to
include correlative wO~ds of the feminine.and neuter g~n-
ders. Unless the context shall otherwise indicate, the
words "Bond", "coupon", "Owner", "holder" 'and "person" shall
include the plural as well as the singular number, the word
"person" shall mean any individual,.corporation, partnership,
joint venture, association, joint-stock company, trust, un-
incorporated organization or government or any agency or
political subdivision thereof,~ and the word "holder" or
"bondholder" when used herein with respect to Bonds issued
hereunder shall mean the holder or registered owner, as the
case may be, of Bonds at the time issued and outstandin~
hereunder.
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ARTICLE II.
Issuance of Bonds.
Section 201. Limitation of Issuance of Bonds. No
Bonds may be issued under this Resolution except in accordance
with the provisions of this Article. All covenants, agreements
and provisions of this Resolution shall be for the equal
benefit and security of all present and future Bondholders
without preference, priority or distinction as to lien or other-
wise, except as otherwise hereinafter provided.
Section 202.' Details of Bonds. The definitive Bonds
are issuable in fully registered form without coupons in
denominations of $I,000 or any whole multiple thereof. Bonds
shall be numbered consecutively from R-1 upwards. Bonds shall
· be dated, shall bear interest until their payment at a rate or
rates not exceeding the maximum rate then permitted by law,
such interest to the respective maturities of the Bonds being
payable semi-annually on the first days of May and~November-in-
each year, shall be stated to mature on November t, and shall be
subject to redemption prio~ to their respective maturities, all
as provided in by resolution of the City Council.
Each Bond shall bear interest, from the Interest Payment Date
next preceding the-date on which it is authenticated unless it
is (a) authenticated upon any Interest Payment Date in which
event it shall bear interest from such Interest Payment Date,
or (b) authenticated prior to the first Interest Payment Date
in which event it shall bear interest from its date; provided,
however, that if at the time of authentication of any Bond
interest is in default, such Bond shall bear interest from the
date to which interest has been paid.
Both the principal of and the interest on the Bonds
shall be payable in any coin or currency of the United States
of America that is legal tender for the payment of public and
private debts on the respective dates of payment thereof. The
payment of interest on each Bond shall be made by the Bond
Registrar on each Interest Payment Date to the person appearing
on the registration books of the Bond Registrar as the Bond-
holder thereof by check mailed to the Bondholder at such Bond-
holder's address as it appears on such registration books. The
principal of Bonds shall be payable at the principal office of the
Bond Registrar. Payment of the principal of Bonds shall be made
upon the presentation and surrender of such Bonds as the same
shall become due and payable.
Section 203.. Execution and Form of Bonds. The Bonds
shall be signed by, or bear the facsimile signatures of, the
Mayor and the City Clerk, and a facsimile of the official seal
of the City shall be imprinted on the Bonds. In case any
officer whose signature or a facsimile of whose signature shall
appear on any Bonds shall cease to be such officer before the
delivery of such Bonds, such signature or such facsimile
nevertheless shall~be valid and sufficient for all purposes
the same as if he had remained in office until such delivery,
and any Bond may bear the facsimile signature of, or may be
signed by, such persons as at the actual time of the execution
of such Bond shall be the proper officers to execute such Bond
although at the date of such Bond such persons may not have been
such officers. The definitive Bonds issued under this Article
shall be substantially in the following form, with such
appropriate variations, omissions and insertions as may be
required or permitted by this Resolution or any Series Resolution
and shall have endorsed thereon such legends or text as may be
necessary or appropriate to conform to the applicable rules and
regulations of any governmental authority or any securities
exchange on which the Bonds.may be listed or to comply with
requirements imposed by persons engaged for the purpose of
record keeping with regard to the registration, custody, transfer
and assignment of Bonds or interests therein or to any requirement
of law with respect thereto:
United States of America
State of Florida
County of Palm Beach
City of Boynton Beach
Recreational Facilities Revenue Bond
Series 1984
No. R- $
The City of Boynton Beach (the "City"), a municipal
corporation organized and existing under the laws of the State
of Florida, for value received, promises to pay, but solely
from the sources and in the manner described below, to
· or registered assigns or legal
representative, on the 1st day of November, (or earlier as
hereinafter referred to), upon the presentation and surrender
hereof, at the principal office of ,
in , (said bank, together with any successor
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appointed to act as such, is hereinafter referred to as the
"Bond Registrar"), the principal sum of
DOLLARS ($ ). The City also promises to pay,
but solely from such sources, to the registered owner at his
address as it appears on the bond registration books maintained
by the Bond Registrar, interest thereon on each November land
M~a~> ~ from the interest payment date next preceding the date
on which it is authenticated unless it is authenticated on an
interest payment date, in which event it shall bear interest
from such date, or it is authenticated prior to 1,
19 , in which event it shall bear interest from its date, at
the rate of -percent ( %) per annum [here insert
applicable provisions if this Bond is to bear interest at a
variable rate] until the principal sum hereof is paid. The City
shall pay principal and interest in any coin or currency of the
United States of America that is legal tender for the payment of
public and private debts on the registered dates of payment
thereof.
This Bond shall not be deemed to constitute a debt of
the City or a pledge of the faith and credit of the City, but
shall be payable exclusively from the special fund provided
therefor'from revenues of the Project (hereinafter defined) and,
if required, the revenues received by the City from certain
designated non ad valorem tax revenue sources (the "Designated
Revenues"). The issuance of this Bond shall not directly or
indirectly or contingently obligate the City to levy or to pledge
any form of taxation whatever therefor, other than the Designated
Revenues, and the holder of this Bond shall have no recourse
to the power of taxation.
This Bond is one of a duly authorized series of Recreational
Facilities Revenue Bonds of the City known as "Recreational
Facilities Revenue Bonds, Series 1984", consisting of Bonds
maturing in annual installments on November 1 in the years 19
to , inclusive ("Serial Bonds"), and of Bonds maturing on the
1st day of October, ("Term Bonds"), all of like date and
issued for the purpose of providing funds, together with any
other available funds, for paying the cost of refunding the
$4,000,000 Recreational Facilities Revenue Bonds, Series 1982
issued to' finance the cost of acquiring and constructing a
twenty-seven hole golf course and appurtenant facilities in the
City of Boynton Beach (the "Project"). All of the Bonds of this
series are issued under and pursuant to a resolution (herein
called the "Resolution") duly adopted by the City Council on
, 1984, reference to which is here~y made
for the provisions, among others, with respect to the custody
and application of the proceeds of Bonds issued under the Reso-
lution, the fund charged with and pledged to the payment of the
principal of and the interest on the Bonds, the nature and extent
of the security, the terms and conditions on which the Bonds are
or may'be issued, the rights, duties and obligations of the City
under the Resolution and the rights of the holders of the Bonds,
and, by the acceptance of this Bond, the holder hereof assents
to all the provisions of the Resolution.
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This Bond is issued and the Resolution was adopted under
and pursuant to the Constitution and laws of the State of Florida,
particularly the Charter of the City and Chapter 166,' Florida
Statutes.
The Resolution provides for the fixing and charging by
the City of rates and charges for the services of the Project
sufficient to provide funds (a) to pay the cost of maintaining,
repairing and operating the. Project, (b) to pay the principal
of and the interest on the Bonds, and (c) to create and maintain
reserves for such purposes. The Resolution. also provides for
the deposit of a sufficient amount of such revenues to the credit
of a special fund, which fund is pledged to the extent set forth
in the Resolution to the payment of the principal of and the
interest on all Bonds issued under the Resolution.
Reference is made to the Resolution for a more complete
statement of the provisions thereof and of the rights of the
City and the owners of Bonds. Copies of the Resolution are
on file and may be inspected at the principal office of the
Finance Director of the City in the City of Boynton Beach,
Florida. By the purchase and acceptance of this Bond the owner
hereof signifies assent to all of the provisions of the Resolution.
This Bond is issued and the Resolution was adopted under
and pursuant to the Constitution and laws of the State of Florida,
particularly Chapter I66, Florida Statutes, and the Charter of
the City.
The Bonds are issuable as registered Bonds without coupons
in denominations of $1,000 or any whole multiple thereof. At
the principal office of the Bond Registrar in the manner and
subject to the limitations and conditions provided in the Reso-
lution, Bonds may be exchanged for an equal aggregate principal
amount of Bonds of the same series and maturity, of other
authorized denominations and bearing interest at the same rate.
Any Bondholder requesting any exchange of this Bond shall
pay any tax or other governmental charge required to be paid
with respect thereto but shall not bear any ~other cost with re-
spect thereto. The Bond Registrar shall not be required to make
any exchange of any Bond during the period of fifteen (15) days
next preceding any interest payment date for such Bond or after
notice of redemption of such Bond or any portion thereof shall
have been given pursuant to the Resolution.
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[Insert redemption provisions applicable to the Bonds
being issued].
The owner of this Bond shall not have any right to en-
force the provisions of the Resolution, to institute action to
enforce the covenants therein, to take any action with respect
to any event of default under the Resolution, or to institute,
appear in or defend any suit or other proceeding with respect
thereto, except as provided in the Resolution.
Upon the occurrence of certain events of default, under
the Resolution, and on the conditions, in the manner and with
the effect set forth in the Resolution, the principal of all
Bonds then outstanding under the Resolution may become or may
be declared due and payable before the stated maturities thereof,
together with the interest accrued thereon.
Modifications or alterations of the ResOlution or of any'
resolution supplemental thereto may be made only to the extent
and in the circumstances permitted by the Resolution.
The transfer of this Bond is registrable by the owner
hereof in person or by his attorney or legal representative at
the office of the Bond Registrar but only in the manner and
subject to the limitations and conditions provided in the Reso-
lution and upon the surrender and cancellation of this Bond.
Upon any such registration of transfer the Board shall execute
and the Bond Registrar or the Authenticating Agent shall
authenticate and deliver in exchange for this Bond a new Bond
or Bonds, registered in the name of the transferee, of authorized
denominations~in aggregate principal amount equal to the prin-
cipal amount of this Bond, of the same series and maturity and
bearing interest at the same rate. This Bond is issued with
the intent that the laws of the State of Florida shall govern
their construction.
Ail acts, conditions and things required to happen,
exist and be performed precedent to and in the issuance of this
Bond have. happened, exist and have been performed as so requi~ed.
This Bond shall not be valid or become obligatory for any
purpose or be entitled to any~benefit or security under the Reso-
lution until it shall have been authenticated by the execution
by the Bond Registrar of the certificate of authentication
endorsed hereon.
IN WITNESS WHEREOF, the City of Boynton Beach has caused
this Bond to bear the facsimile signature of (to be signed by)
its Mayor and to bear the facsimile signature of (to 'be signed
by) its City Clerk and a facsimile of its official seal to be
imprinted hereon, all as of the 1st day of , .
CITY OF BOYNTON BEACH
By
Mayor
[Seal]
City Clerk
The foregoing Bond has
.been approved by me as
to form and correctness
City Attorney
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[TO BE ENDORSED ON ALL BONDS]
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the Series designated
therein and issued under the provisions of the within-mentioned
Resolution.
Bond Registrar
By
Authorized Officer
Date of Authentication:
Statement of Validation
This Bond is one of a Series of Bonds which were
validated by judgment of the Circuit Court for Palm Beach
County, rendered on , __.
[Here insert appropriate provisions relating to Assignment].
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Section 204. Authentication of Bonds. Only such of
the Bonds as shall have endorsed thereon a certificate of
authentication substantially in the form hereinabove ~set forth,
duly executed by the Bond Registrar, shall be entitled to any
benefit or security under this Resolution. No Bond shall be
valid or obligatory for any purpose unless and until such
certificate of authentication shall have been duly executed by
the Bond Registrar, and such certificate of the Bond Registrar
or the Authenticating Agent upon any such Bond shall be con-
clusive evidence that such Bond has been duly authenticated
and delivered under this Resolution. The certificate of
authentication on. any Bond shall, be deemed to have been duly
executed if signed by an authorized officer of the Bond Registrar,
but it shall not be necessary that the same officer sign the
certificate of authentication on all of the Bonds that may be
issued hereunder at any one time.
Section 205. Exchanqe of Bonds. Bonds, upon surrender
thereof' at the office of the Bond Registrar, together with an
assignment duly executed by the registered owner or his attorney
or legal representative in such form as shall be satisfactory
to the Bond Registrar, may, at the option of the owner thereof,
be exchanged for an equal aggregate principal amount of Bonds
of the same maturity, of any denomination or denominations
authorized by this Resolution and bearing interest at the same
rate~
The Bond Registrar shall make provision for the exchange
of Bonds at the office of the Bond Registrar.
Section 206. Registration, Transfer and Ownership of
Bonds. The Bond Registrar shall keep books for the registration
of and for the registration of transfers of Bonds as provided
in this Resolution. The transfer of any Bond may be registered
only upon the books kept by the Bond Registrar for the
registration of and registration of transfers of Bonds upon
surrender thereof to the Bond Registrar, together with an
assignment duly executed by the registered owner or his attorney
or legal representative in such form as shall be satisfactory
to the Bond Registrar. Upon any such registration of transfer
the City shall execute and the Bond Registrar shall authenticate
and deliver in exchange for such Bond a new Bond or Bonds
registered in the name of the transferee, of any denomination
or denominations authorized by this Resolution.
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In all cases in which Bonds shall be exchanged, the
City shall execute and the Bond Registrar shall authenticate
and deliver at the earliest practicable time Bonds in accordance
with the provisions of this Resolution. All Bonds surrendered
in any.such exchange or registration of transfer shall forthwith
be cancelled by the Bond Registrar. The City, the Bond Registrar
may make a charge for every such exchange or registration of
transfer of Bonds sufficient to reimburse it for any tax or
other governmental charge required to be paid with respect to
such exchange or registration of transfer, but no other charge
shall be made to any bwner of Bonds for the privilege of
exchanging or registering the transfer of Bonds under the pro-
visions of this Resolution. Neither the City nor the Bond
Registrar shall be required to make any such exchange or
registration of transfer of Bonds during the fifteen (15) days
immediately preceding an interest payment date on the Bonds or,
in the case of any proposed redemption of Bonds, immediately
preceding the date of first publication of notice of such re-
demption, or after such Bond or any portion thereof has been
selected for redemption. As to any Bond, the person in whose
name the same shall be registered shall be deemed and regarded
.as the absolute owner thereof for all purposes, and the interest
on any such Bond shall be paid only to or upon the order of the
registered owner thereof or his legal representative. All such
payments shall be valid and effectual to satisfy and discharge
the liability upon such Bond including the premium, if any, and
interest thereon to the extent of the sum or sums so paid.
Section 207. Issuance of Bonds. Bonds of the City in
an aggregate principal amount not exceeding $/~,~,~o- --may be
issued under and secured by this Resolution, subject to the
conditions hereinafter provided in this Section, for the purpose
of providing funds, together with any other available funds,
for refunding the 1982 Bonds.
Before the Bonds shall be issued under the provisions
of this Section the City Council shall adopt a resolution
authorizing the issuance of such Bonds, fixing the amount and
'the details thereof, and providing for the capitalization, if
any, of interest on the Bonds. The Bonds issued under the pro-
visions of this Section shall be dated, shall be stated to
mature (subject to the right of prior redemption as hereinafter
set forth) on the 1st day of November, in such year or years not
more than forty years 'after the date of the Bonds, shall have
such Bond Registrar, and any Term Bonds shall have such
Amortization Requirements and may be made redeemable at such
times and prices (subject to the provisions of Article III of
this Resolution), all as may be provided by the resolution
II-9
authorizing the issuance of such Bonds. Such Bonds shall be
executed in the form and manner hereinabove set forth, with
such changes as may be necessary or appropriate to conform to
the provisions of the resolution authorizing the issuance of
such Bonds, and shall be deposited with the Fiscal Agent for
delivery, but before such Bonds shall be delivered by the
Fiscal Agent, there shall be filed with the Fiscal Agent the
following:
(a) a copy, certified by the City Clerk, of
this Resolution and the resolutions mentioned above;
(b) a copy, certified by the City Clerk, of
the resolution adopted by the City Council appointing
the Escrow Agent, authorizing and approving the
Escrow Deposit Agreement, providing for the disposition
of all moneys held in-funds and accounts for the 1982
Bonds, providing for the application of the proceeds
of the Bonds, awarding such Bonds, specifying the
interest rate of each of such Bonds and directing the
delivery of such Bonds to or upon the order of the
purchasers therein named upon payment of the purchase
price therein set forth; and
(c) an opinion of the City Attorney stating that
the issuance of the Bonds has been duly authorized and
that all/Conditions precedent to the delivery of the
Bonds have been fulfilled.
When the documents mentioned above in this Section shall
have been filed with the Fiscal Agent and when the Bonds
described in the resolutions mentioned in clauses (a) and (b)
of this Section shall have been executed as required by this
Resolution, the Fiscal Agent shall deliver such Bonds at
one time to or upon the order of the purchasers named in the
resolution mentioned in said clause (b), but. only upon payment
to the Fiscal Agent of the purchase price of such Bonds. The
Fiscal Agent shall be entitled to rely upon such resolution
as to all matters stated therein.
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Section 208. Mutilated, Destroyed or Lost Bonds. In
case any Bonds ~secured hereby shall become mutilated or be
destroyed or lost, the City may cause to be executed~ and the
Fiscal Agent may deliver, a new Bond of like date, number and
tenor in exchange and substitution for and upon the cancellation
of such mutilated Bond and its interest coupons, if any, ~or in
lieu of and in substitution for such Bond and its coupons, if
any, destroyed or lost, upon the holder's paying the reasonable
expenses and~charges of the City in connection therewith and,
in the case of a Bond destroyed or lost, his filing with ~e
Fiscal Agent evidence satisfactorily to him that such Bond
and coupons, if any, were destroyed or lost, and of his owner-
ship thereof, and furnishing the City with indemnity 'satisfactory
to it.
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ARTICLE III.
Redemption of Bonds.
Section 301. Redemption Generally. The Bonds
issued under the provisions of this Resolution shall be
subject to redemption, either .in whole or in part and at
such times and prices, as may-be provided by resolution
prior to the issuance of such Bonds; provided, however, that
any redemption in part may be made only on an interest
payment date and in the inverse order of maturities.
Any redemption of less than all of the Bonds is-
sued under the provisions of this Resolution and then
outstanding shall be a redemption subject to the provisions
of Section 507 of this Resolution.
If less than all of the Bonds of any one maturity
shall be called for redemption, the particular Bonds to be
redeemed shall be selected by lot by the Fiscal Agent in
such manner as the Fiscal Agent in its discretion may
determine.
Section 302. Redemption Notice. At least thirty
(30) days before the redemption date, a notice of any
such redemption, either in whole or in part, signed
by the Fiscal Agent, (a) 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, (b) shall be filed with the
Paying Agents and the Fiscal Agent, and (c) shall be mailed,
postag.e prepaid, .to all registered owners of Bonds to be
redeemed at their addresses as they appear on the regis-
tration books hereinabove provided for, but failure so to
mail any such notice shall not affect the validity of the
proceedings for such redemption. Each such 'notice shall
set forth the date fixed for redemption, the redemption
price to be paid and, if less than all of the Bonds then
outstanding shall be called for redemption, the numbers of
such Bonds.
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Section 303. Effect of Calling for Redemption~. On
the date so designed for redemption~ notice having been pub-
lished and filed in the manner and under the conditions
hereinabove provided, the Bonds so called for redemption shall
become and be due and payable at the redemption price pro-
vided for. redemption of such Bonds on such date, and, moneys
for payment of the redemption price being held in separate
accounts by the Fiscal Agent in trust for the holders of the
Bonds to be redeemed, all as provided in this Resolution, in-
terest on the Bonds so called for redemption shall cease to
accrue, the coupons for interest thereon payable subsequent to
the redemption date shall be void, such Bonds shall cease to
be entitled to any. lien, benefit or security under this
Resolution, and the-Bondholders shall have no rights in respect
thereof except to receive paymen't of the redemption .price
thereof.
Section 3~4. Cancellation. Bonds so called for re-
demption shall be cancelled upon the surrender thereof.
Section 305. Bonds Called for Redemption or Payment
Provided Therefor NOt Outstanding. Bonds which have been duly
called for redemption under the provisions of this Article, or'
with respect to which either irrevocable instructions to call
for redemption or to pay at their respective maturities and
mandatory redemption dates or any combination of such re-
demption and payment have been given by the City to an appropriate
fiduciary institution acting as escrow agent, in form satisfactory
to him and for the payment of the redemption price and maturing
principal amounts of which and the interest to accrue thereon
to the date fixed for redemption or the dates of their respective
maturities and mandatory redemption dates sufficient moneys, or
Government Obligations in such amounts, bearing interest at such
rates and maturing (without option of prior payment) at such
dates that the proceeds thereof and the interest thereon will
provide sufficient moneys, shall be held in separate accounts
by such escrow agent or by the Bond Registrar in trust solely
for the holders of the Bonds to be redeemed and paid, al~ as
provided in this Resolution, shall not be deemed to be outstanding
under the provisions of this Resolution and shall cease to be en-
titled tO any benefit or security under this Resolution other
than to receive payment from such moneys.
III-2
ARTICLE IV.
Construction Fund.
Section 401. The Construction Fund created under
Resolution No. 82-M, adopted by the City Council on February
17, 1982, as amended by Resolution No. 82-W, adopted on March
16, 1982 .(the "1982 Resolution") is continued in effect until
completion of-the Project and the moneys in the Construction
Fund shall be applied as provided in the 1982 Resolution.
IV-1
ARTICLE V.
Revenues and Funds.
Section 501. Rate Covenant. The City covenants that
it shall establish, fix and maintain such rates, fees, dues
and charges for the use of the Project as shall provide in
each Fiscal Year sufficient Gross Revenues (a) to meet 100%
of the Operation and Maintenance Expenses for such Fiscal
Year, (b) to provide at least 150% of the Principal and
Interest Requirements on the Bonds for such Fiscal Year and
(c) to provide 100% of all other payments required by this
Resolution.
The City further covenants that if at any time the
Gross Revenues shall not be sufficient to provide the amounts
required by the preceding paragraph, it will revise the rates
and charges for the services and facilities furnished by the
Project, so that the rates and charges collected in the current
and each subsequent Fiscal Year will result in Gross Revenues
sufficient to provide such amounts.
The City covenants that if in any Fiscal Year the
Gross Revenues shall not have been sufficient to provide the
amounts required by the first paragraph of this Section, it
will before the 1st day of November of the following Fiscal
Year request the Project Consultant to make his recommendations
as to a revision of the rates and charges for the use of the
services and facilities furnished by the Project and copies of
such request and such recommendations shall be filed with the
City Manager and the Fiscal Agent.
In the event that the City shall fail to adjust rates
and Charges in accordance with the provisions of this Section,
the holders of not less than twenty-five per centum (25%) in
principal amount of all Bonds then outstanding may institute
and prosecute in a court of competent jurisdiction an appropriate
suit, action or proceeding to compel the City to adjust such
rate and charges in accordance with the requirements of this
Section, and the City covenants that it will adopt and charge
rates and charges in compliance with any judgment, order or
decree entered in any such suit, action or proceeding.
Section 502. Annual Budget. The City covenants that
on or before the first day of each Fiscal Year it will adopt
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a budget of Current Expenses and Capital ExpenditUres for
such Fiscal Year (herein sometimes celled the "Annual
Budget") on account of the Project. Copies of the Annual
Budget shall .be filed with the City Clerk and the Fiscal
Agent and mailed by the City to all Bondholders who shall
have filed their names and addresses with the City Clerk for
such purpose.
If'for any reason 'the City shall not have'adopted an
Annual Budget before the first day of any Fiscal Year, the
Annual Budget for the preceding Fiscal Year shall until the
adoption of such Annual Budget, be deemed ~o be in force and
shall be. treated as such Annual Budget under the provisions
of'this Article.
The City may at any time adopt an amended or supple-.
mented Annual Budget for the remainder of 'the then current
Fiscal Year on account of the Project, and the Annual Budget
so ~ended or supplemented shall be treated as the Annual
Budget unde~ the provisions of this Article. Copies of any
such amended or supplemented Annual Budget shall be filed
with the City Clerk and the Fiscal Agent and mailed by the
City to all Bondholders who shall have filed their names and
addresses with the City Clerk for such purpose.
The City further covenants that the amount expended for
Current Expenses in any Fiscal Year will not exceed the
reasonable and necessary amount thereof, and that it will
not expend any amount for maintenance, repair and operation
of tke Project .in excess of the total amount provided for
Current Expenses in the Annual Budget.
Section 503. Revenue Fund. A special fund is hereby
created and designated the Boynton Beach Recreational
Facilities Revenue Fund (herein called the "Revenue Fund").
The City covenants that all Gross Revenues will be collected
and de?°sited as received with a Depositary or Depositaries
to the credit of the Revenue Fund. All moneys in the
Revenue Fund shall be held by the City in trust and'applied
as provided in this Article.
Section 504. Sinking and Other Fun~s. A special
fund is hereby created rand designated tile Boynton Beach
Recreational Facilities Revenue Bonds interest and Sinkin~
Fund (herein called the "Sinking Fund"). There are hereby
V-2
created in the Sinking Fund three separate accounts desig-
nated "Principal and Interest Account", "Redemption Account"
and "Reserve Account", respectively. Two additional special
funds are hereby created and designated the Boynton Beach
Recreational Facilities Renewal and Replacement Fund (herein
called the "Renewal and Replacement Fund") and the Boynton
Beach Recreational Facilities General Fund (herein called
the "General Fund"). '
The moneys in each of said Funds and Accounts shall
be held in trust and applied only as hereinafter provided
with regard to each said Fund or Account, and, pending such
· application, shall be subject to a lien and charge in favor
of the holders of the Bonds issued and outstandin~ under
this Resolution and for the further security of such holders
until paid out'or transferred as herein provided.
The City Manager shall, on or before the 20th day
of the month next succeeding the month in which Bonds are
issued under the provision of Section 206 of this Resolution
and not later than the 20th day of each month thereafter,
.withdraw from the Revenue Fund, and dePosit the sumslso
withdrawn to the credit of the following Funds and Accounts
in the following amounts and order: ..........
(a) an amount equal to one-sixth (l/6th) of the
interest payable on the Bonds on the next ensuing in-
terest payment date to the credit of the Principal and
Interest Account (less any amount received as capital-
ized and accrued interest from the proceeds of the
Bonds which is available for such interest payment);
provided, however, that in each month intervening
between the date of delivery of Bonds pursuant to Sec-
tion 206 of this Resolution (beginning with the month
followinq the month in which such delivery takes
place) and the next su¢ceeeding interest payment'date,
the amount specified in this subparagraph sh~il be that
amount which when multiplied by the number of ~posits
to the credit of the Principal and Interest Account
required to be made during such respective period as
provided above will equal the amounts require~ (in
addition to any amounts received as accrued interest
and capi'~a!ized interest from the proceeds of such
Bonds) for the next succeeding interest pay~ent;
(b) an amount equal to one-twelfth (1/~2th) of
the principal of Serial Bonds payable by their stated
terms within the next ensuing twelve (12) months to
the credit of the Principal and Interest Account;
V-3
(c) an amount equal to one-twelfth (1/12th)
of the Amortization Requirement required for mandatory
redemption within the next ensuing twelve (1'2) months
of Term Bonds to the credit of the Redemption Account;
(d) beginning in the month following any month in
which moneys are withdrawn from the Reserve Account,
an amount equal to one-twelfth (1/12th) of the amount
so withdrawn until the amount on deposit therein is
equal to the Reserve Account Requirement;
(e) an amount equal to one-twelfth (1/12th)
of five percent (5%) of the previous Fiscal Year's
Gross Revenues until there is on deposit therein
an amount equal to $'100,000 or such larger amount as
may be approved by the City to the credit of the
Renewal and Replacement Fund; and
(f) any balance to the c~edit of the General Fund.
If the amount 'deposited in any month to the credit of
any of the Accounts or Funds mentioned in (a) to (d),
inclusive, above shall be less than the amount required to'
be deposited under the 'foregoing provisions of this Section,
the requirement therefor shall nevertheless be cumulative and
the amount of any deficiency in any month shall be added to
the amount otherwise required to be deposited in each month'
thereafter until such time as all such deficiencies have
been made up.
Section 505. Payment of Operation and Maintenance
Expenses. The Operat~o~ and Malntenance Expenses shall be
paid fr'om the Revenue Fund in each month only after the
payments of the amount required under Section 504(a), (b)
and (c) have been made. Payments from the Revenue Fund
shall be made.in accordance with procedures established by
the City from time to time in the Annual E-udget and the
covenants in Section 502 of this Resolution.
Section 506. Appi. i. cation Of Moneys in Principal and
Interest Account. The Fiscal Agent shall, during the period
of five (5) business days immediately preceding each inter-
est payment date, withdraw from the Principal and Interest
Account, and deposit in trust with the Bond Registr'ar the
amounts required for paying .the interest on .the Bonds as
such interest becomes due and payable and the principal of
all Serial Bonds as such principal becomes due and payable.
Section 507. Application of Moneys in Redemption
Account. Moneys held for the credit of the Redemption
~ccount shall be applied to the retirement of the Term Bonds
issued under the provisions of this Reso!auicn as follows:
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(a) Subject to the provisions of paragraph
(c)' of this Section, the Fiscal Agent may purchase
any Term Bonds secured hereby and then outstanding,
whether or not such Term Bonds shall then be subject
to redemption, on'the most advantageous terms obtain-
able with reasonable diligence, such price not to ex-
ceed the principal of such Term Bonds plus the amount
of the redemption'premium, if any, which might on the
next redemption date be paid to the holders of such
Term Bonds under the provisions of Article III of this
Resolution-if such Term Bonds Should be called for re-
demption on such date from moneys in the Sinking Fund.
The Fiscal Agent shall pay the interest accrued on such
Term Bonds to date of settlement therefor from.the Prin-
cipal and Interest Account'and the purchase price from
the Redemption Account, but no such purchase shall be
made by the Fiscal Agent within the period of forty-five
(45) days next preceding any interest payment date on
which such Term Bonds are subject to call for redemption
under the provisions of this Resolution, except from
moneys~other than moneys set aside or deposited for the
redemption of Term Bonds..
(b) Subject to the provisions of Article III
of this Resolution and paragraph (c) of this Section,
the Fiscal Agent may call for redemption on each
interest payment date on which Term Bonds are subject
to redemption such amount of. such Term Bonds as, with
the redemption premium, if any, will exhaust the moneys
which will be held for the credit of the Redemption
Account on said interest payment date as nearly as
may be; provided, however, that not less than Fifty
Thousand Dollars ($50,000) principal amount of Term
Bonds shall be called for redemption at any one time
unless a lesser amount shall be required to satisfy the
Amortization Requirement for any Fiscal Year. Such
'redemption shall be made pursuant to the provisions
of Article III of this Resolution. The Fiscal Agent
shall during the period of five t5) business days
prior to the redemption date withdraw from the Principal
and Interest Account and the Redemption Account and set
aside'in separate accounts or deposit with the Paying
Agents the respective amounts required for paying the
interest on,-and the principal and redemption premium
of, the Term Bonds so called .for redemption.
(c) Moneys held by the Fiscal Agent in the
Redemption Account shall be applied by the Fiscal Agent
each Fiscal Year to the retirement of Bonds then
outstanding in the following order:
V-5
First: the Term Bonds to the extent of the
Amortization. Requirement, if any, for such Fiscal
Year for such Term Bonds, plus the applicable
premium, if any, and any deficiency in any preced-
ing Fiscal Years in the purchase or redemption of
such Term Bonds under the provisions of this
subdivision and, if the amount available in such
Fiscal Year shall not be sufficient the£efor, then
in proportion to the Amortization Requirement, if
any, for such Fiscal Year for the Term Bonds
then outstanding, plus the applicable premium, if
any, and any such deficiency.
Second: Term, Bonds,'if any, in such manner
as the City Manager shall determine results in the
greatest economic benefit to the City.
Third: after the retirement of all Term
Bonds, if any, Serial Bonds issued under the
provisions of this Resolution in the inverse
order of-their maturities.
Upon the retirement of any Bonds by purchase or
redemption the Fiscal Agent shall file with the City
Council a statement briefly describing such Bonds and
setting forth the date of their purchase or redemption,
the amount of the purchase price or the redemption price
of such Bonds and the amount paid as interest thereon.
The expenses in connection with the purchase or redemption
of any Bonds shall be paid by the City from the Revenue
Fund.
Section 508. Application of Moneys in Reserve Account.
Moneys held for the credit of the Reserve Account shall be
used for the purpose of paying the interest on and the
principal of the Bonds whether at maturity or by manda{ory
redemption whenever and to the extent that fha moneys held
for the credit of the Principal and Interest.Acccunt and the
'Redemption Account shall be insufficient for such purpose.
Section 509. Application of Moneys in Renewal and
Replacement Fund. Moneys held for the credit of the Renewal
and Replacement Fund shall be 'used only for extraordinar~
maintenance and repairs and the acquisition of equipment for
the Project or for the purpose of supplementing the Reserve
Account to prevent a default in payment of the principal of
or the in=arest on the Bonds.
V-6
Section 510. Application of Moneys in Sinking. Fund.
Subject to the terms and-conditions set forth in this
~R,esolu~_ion~. moneys held for the credit of the Sinking Fund
shall be held in trust and disbursed by the Fiscal Agent for
(a) the payment of interest on the Bonds issued hereun~der as
such interest becomes due and payable, or (b) the payment of
the principal of such Bonds at their maturi.ties, or (c) the
payment of the purchase or redemption price of such Bonds
before 'their maturity and such mon. eys are hereby pledged
to and charged with the payments mentioned in this Section.
Section 511. Applicati. on of Moneys in General Fund.
Moneys held for the credit of the General Fund shall be
applied to the following purposes in the following order of
priority:
(a) to make up deficiencies' in the payments
required under Sec=ion 504(a), (b), (c) and (d);
(b) to pay the principal of and the interest
on any indebtedness incurred by the City other than
under this Resolution to finance any additions, ex-
tensions or improvements to the Project; and
(c) to pay the Cost of any additions, extensions
or improvements to the Project.
Section 512. Moneys Held in Trust. Ail moneys which
the Fiscal Agent shall have withdrawn from the Sinking Fund or
shall have received from any other source and deposited with
the Bond Registrar, for the purpose of paying any of the Bonds
hereby secured, either at the maturity thereof or upon call
for redemption shall be held in trust for the respective holders
of such Bonds. But any moneys which shall, be so set aside or
deposited by the Fiscal Agent and which shall remain unclaimed
by the holders of such Bonds or of such coupons for the period
of six (6) years after the date on which such Bonds or such
coupons shall have become due and payable shall upon request
in writing be paid to the City or to such officer, board or
body as may then be entitled by law to receive the same, and
thereafter the holders of such Bonds or coupons shall look only
to the City or to such officer, board or body, as the case may
be, for the payment and then only to the extent of the amounts
so received without any interest thereon, and the Bond Registrar
shall have no responsibility with respect to such moneys.
V-7
Section 513. Cancellation of Bonds and Coupons. Ail
Bonds paid, redeemed or purchased, either at or before maturity,
together with all unmatured coupons, if any, appertaining
thereto, shall be cancelled upon the payment, redemption or
purchase of such Bonds and shall be delivered to the Fiscal
Agent when such payment, redemption or purchase is made. All
coupons, which are paid by the Paying Agents, shall be cancelled
upon their payment and delivered to the Fiscal Agent. Except
for such coupons, all Bonds and coupons cancelled under any of
the provisions of this Resolution shall be destroyed by the
Fiscal Agent, which shall execute a certificate in duplicate
describing the Bonds and coupons so destroyed except that the
numbers of the Bonds to which such coupons appertain may be
omitted unless otherwise directed by the City, and one executed
certificate shall be filed with the City Clerk and the other
executed certificate shall be retained by the Fiscal Agent.
The coupons so paid by the Paying Agent shall be destroyed by
the Fiscal Agent and the Fiscal Agent shall execute a certificate
in triplicate describing the coupons so destroyed except that the
numbers of the Bonds to which such coupons appertain may be
omitted unless otherwise directed by the City, and one executed
certificate shall be filed with the City Clerk and another with
the Fiscal Agent and the third executed certificate shall be
retained by such Bond Registrar.
Section 514. Application of Desiqnated Revenues;
Incurrence of City Indebtedness on a Parity with the Bonds as
to the Designated Revenues. The City covenants that if on any
Msy-1 Or November 1L moneys held for the credit of the Principal
and Interest account and the Redemption Account are insufficient
for the purposes of such accounts as provided in Sections 506
and 507 of this article, the City will appropriate the necessary
amounts of such Designated Revenues to the Principal and
Interest Account and the Redemption Account so as to cure such
deficiency. Such semi-annual appropriations of the Designated
Revenues shall be on the same basis as the application of the
Gross Revenues specified in Section 504 of this article less
any amounts~of such Gross Revenues available in the Principal
and Interest Account and the Redemption Account. There shall be
a first charge against the Designated Revenues received by the
City in each fiscal year and upon the receipt by the City of
the Designated Revenues in such fiscal year, such Designated
Revenues shall first be deposited as received with the Fiscal
Agent for the credit of the Principal and Interest Account and
the Redemption Account to the extent necessary to make up any
deficiency on May 1 6rP~No~ember 1. The budgeting and deposit
requirement of this section shall be cumulative and to the extent
that Designated Revenues received by the City in any fiscal year
are not sufficient to make deposits in the Principal and Interest
V-8
Account and the Redemption Account, equal to all prior
deficiencies which have not been restored from Designated
Revenues, the City shall remain obligated to budget and deposit
an amount sufficient to make up any such unrestored deficiencies.
Notwithstanding the foregoing paragraph, the City shall
be authorized to incur indebtedness, including bonds, secured
as to the payment of the principal of and interest on such in-
debtedness by the Designated Revenues on a parity with the
Bonds provided that no such parity indebtedness shall be in-
CUrred unless the number derived by dividing (i) the total
amount of the Designated Revenues received by the City during
any twelve (12) consecutive months in the eighteen (18) months
next preceding the date of incurrence of such parity indebtedness,
as shown in a certificate of the Finance Director of the City,
by (ii) the maximum combined amount in any Fiscal Year.thereafter
of the Principal and Interest Requirements on the Bonds, the
principal and interest accruing on any parity indebtedness then.
outstanding and the principal and interest accruing on the parity
indebtedness then to be incurred, as shown in a certificate of
said Finance Director is not less than two (2).
V-9
ARTICLE VI.
Depositaries of Moneys, Security for Deposits
and Investment of Funds.
Section 601. Security for Deposits. Ail moneys
received. Under the' provisions of this Resolution shall be
held either by the Fiscal Agent in accordance herewith or
shall be deposited with a Depositary or Depositaries, shall
be held in trust, shall be applied only in accordance with
the provisions of this Resolution and shall not be subject to
lien or attachment'by any creditor of the City.
All moneys held by the Fiscal Agent or deposited
with any Depositary .hereunder in excess of the amount
guaranteed'by the Federal Deposit Insurance Corporation or
other Federal agency shall be continuously secured for the
benefit of the City and the holders of the Bonds, either
(a) by lodging with a bank or trust company approved by
the City as custodian, or, if then permitted by law, by
setting aside under control of the trust department of
the bank holding such deposit, as collateral security,
Government Obligations, or, with the approval of the
City Manager, other Permitted Investments eligible
as security for the deposit of trust funds under aFpli-
cable regulations of the Comptroller of the Currency of
the United States or applicable State of Florida law or
regulations, having a market value (exclusive of accrued
interest) not less than the ~ount of such deposit, or
(b) if the furnishing of security as provided in (a) of
this Section is not permitted by applicable law, in such
other manner as may then be required, or permitted by
applicable State of Florida or Federal laws or regulations
regarding the security for, or granting a preference in
the case of, the deposit of %rust fuhds) provided, however,
that it shall not be necessary for the Bond Registrar to
give security for the deposits of any moneys with them for
the payment of the principal of or the redemption premium
or the interest of any Bonds issued hereunder, or for the
Fiscal Agent to give security for any moneys which shall be
represented by obligations purchased under the provisions of
this Article as an investment of such moneys.
VI-1
Ail moneys held by the Fiscal Agent and deposited
with each Depositary shall .be credited to the particular
Fund or Account to which such moneys belong.
Sectlon 602. Investment of Moneys.. Moneys on deposit
in the COnstruction Fund, the Revenue Fund, the Principal
and Interest Account and the Redemption Account may be
invested in Permitted Investments maturing not later than
the date on which such moneys shall be needed for the
purposes of such Fund or Accounts. Moneys in the Reserve
Account may be invested in Permitted Investments maturing
not later than the final maturity of the Bonds. Moneys in
the Renewal and Replacement Fund and the General Fund may be
invested in Permitted Investments maturing not later than
five years from the date of such investment.
Interest earnings from such investments sha
deposited in the Revenue Fu ~ =-~ ~ ....... ll.be
wlth other moneys on d---~- -= ...... .llke manner
ear -r, lnterest
· ned on moneys in the Construction Fund shall remain on
deposit in such Fund and used as a construction contingenc~
until the Project is completed and. then shall be transferred
to the Revenue Fund.
VI-2
ARTICLE VII.
PartiCular Covenants.
Section 707. Payment of Principal, Interest an~
Premium. The City covenants that it w~li promptly pay
the principal of and the interest on each and every
Bond issued, under the provisions of this Resolution
· at the places, on the dates and in the manner specified
herein and in said Bonds and in the coupons, if any,
appertaining thereto, and any premium required for the
retirement of said Bonds by purchase or redemption,
according to the true intent and meaning thereof. Suck
principal, interest and premium will be payable solely
from the Gross Revenues and said Gross.Revenues are hereby
pledged to the payment thereof in the manner and to the
extent hereinabove particularly specified.
Bonds issued under the provisions of this Resolution
shall not be deemed to constitute a debt of the City or a
pledge of the faith and credit of the City but such Bonds
shall be payable solely from the fund provided therefor from
Gross Revenues. The issuance of the Bonds shall not directly
or indirectly or contingently obligate the City to levy or
to pledge any form of taxation whatever therefor, nor shall
any such Bonds ~onstitute a charge, lien or encumbrance,
legal or equitable, upon any property of the City.
Section 702. Covenant A~ainst Encumbrances. The
City further covenants that, from the Gross Revenues, it
will pay all governmental charges lawfully levied or assessed
upon the Project or any part thereof or upon any Gross Rev-
enues when the same shall become duet that it will duly ob-
serve and comply with all valid requirements of any municipal
or governmental authority relative to the Project, that it
will not create or suffer to be created any lien or charge
upon the Project or any part thereof, or on the Gross Rev-
· enues, other than as provided herein, ranking equally with
or prior to the Bonds, and that, out of the Gross Revenues,
it will pay or cause to be discharged, or will make adequate
provision to satisfy and discharge all lawful claims and
demands for labor, materials, supplies or other objects
which, if unpaid, might by law become a lien upon the
Project or any part thereof or the Gross Revenues; provided,
however, that nothing contained in this Section shall
require the City to pay or cause to be discharged, or make
provision for,~ any such lien or charge so long as the
validity thereof shall be contested in 'good faith and by
appropriate legal proceedings.
Section 703. ~sultin.~ Architects. The
City covenants and agrees that it will for the purpose of
performing and carryin9 out the duties imposed on the
Consulting Architects by this Resolution employ an inde-
pendent archit.ect or architectural firm or corporation of
suitable-experience and responsibility.
Section 704. Employment of Project Consultant.
City shall retain a~ indenenden* ...... ~ ..... The
in golf course ooe~=~---= .... - ~A~U~uan~ specializing
~ --~-u,~= =n~ management who has suitable
experience and reputation' for the purpose of making a report
to the City on th~ general operations, of the Pro.'e
sug.ges.ted..changes thereto, the need f- ......... ? .ct and
· . ~ ~A~ ~ap~al improve-
ments to the Project, any changes in the rates and fees from
use of the Project and such other information the Project
Consultant determines should 'be included in such report.
Section 705. EmDloyment of' Accountant. The City cove-
nants and agrees that it will for the purpose of performing
and carrying out the duties imposed on the Accountant by
this Resolution employ an independent certified public ac-
countant or firm of independent certified public accountants
of suitable experience, and responsibility.
Section 706. Insurance. The City covenants that it
will at all times carry insurance, in a responsible insurance
company or companies authorized and qualified under the laws
of the State of Florida to assume the risk thereof, covering
s. uch proparties included in the Project as are customarily
Insured, and against loss or damage from such
causes as are
customarily insured against, by companies engaged in similar
business.
Ail such policies shall be for the benefit of the City,
shall be made payable to the City and shall be deposited
with the City Manager, and copies of such policies shall be
filed with the Fiscal Agent and the City Manager shall have
the sole right to receive the proceeds of such policies and
to collect and receipt for claims thereunder. The proceeds'
VII-2
~_of a~n.y ..an~.all such insurance shall be deposited by the City Manager in the name of the City in a Depositary.
The City covenants that, upon any loss or damage to
any properties included in the Project resulting from any
cause, whether or not such loss or damage shall be covered
by insurance, it will proceed with the repairing, replacing
or reconstructing (either in accordance with the original or
a different design) of the damaged or destroyed property,
and that'it will forthwith commence and diligently prosecute
the repair,' replacement or reconstruction of the damaged or
destroyed property unless it shall determine after consulta-
tion with the Consulting Engineers that the repair, replace-
ment or reconstruction of such property is not essential to
the efficient operation of the Project.
The proceeds of all insurance referred to in this Sec-
tion shall be available for and shall., to the extent neces-
sary, be applied to the repair, replacement or reconstruction
of the damaged or destroyed property, and shall be paid out
in the manner hereinabove provided for payments from the
Construction Fund. -If such-proceeds are more than sufficient
for such purpose, the balance resaining shall be deposited
to the credit of the Renewal and Replacement Fund. If such
proceeds shall be insufficient for such purpose, the defi-
ciency may be supplied out of any moneys in the Renewal and
Replacement Fund.
Ail insurance policies shall be open to the inspection
of the Fiscal Agent and the Bondholders and their representa-
tives at all reasonable times. The City Manager is hereby
authorized in the name of the City to demand, collect, sue
and receipt for the insurance money which may become due and
payable under any policies payable to it. Any appraisement
or adjustment of any loss of damage and any settlement or
payment of indemnity therefor which may be agreed upon
between the City and any insurer shall be evidenced to the
City Manager by a certificate signed by the officer or
officers responsible for managing the Project.
Notwithstanding the foregoing provisions of this Sec-
tion, the City may institute and maintain fiscally sound and
prudent self-insurance programs with regard to such risks .as
shall be consistent with the recommendations of a qualified
and regionally recognized insurance consultant.
Section 707. Use of Revenues. The City covenants an~
agrees that, so lon~ as any of the Bonds secured hereby
shall be outstanding, none of the Gross Revenues wilI' be used
for any purpose other than as provided in this Resolution,
and that no contract or contracts will be entered into or
any action taken by which the rights of holders of the Bonds
might be impaired or diminished.
Section 708. Records, Accounts and Audits. The
City covenants that it wiii~eep the funds, accounts,
moneys and investments'relating to the Project separate
from all other funds, accounts, moneys and investments of
the City. or any of its departments, and that it will keep
accurate records and accounts of all items of costs and
of all expenditures reIating to the Project and of the
Gross Revenues collected and the application of such Gross
Revenues. Such records and accounts shall be open to the
inspection of all interested persons.
The City further covenants that within six months
after the close of each Fiscal Year it will cause an audit.-
to be completed of its books and accounts pertaining to
the Project by the Accountant. Reports of each such audit
shall be filed with the City Council, the City Manager
and ~he Fiscal Agent, and copies of such report shall be
mailed to any Bondholder who shall have filed his name and
address with the City Clerk for such purpose. Each such
aUdit report shall set forth in respect of said Fiscal
Year the same matters as are hereinabove required for the
quarterly reports and shall include a comparison with the
Annual Budget for said Fiscal Year. The Accountant, in
addition to such audit report, shall furnish a special re-
port stating that an examination of the financial statements
has been conducted in accordance with generally accepted
auditing standards and stating whether such financial
statements present fairly the financial position of the
Project and the results of their operations and changes in
its financial pos.ition for the period covered by such audit
report in conformity with generally accepted accounting
principles applied on a consistent basis. Such special
report shall state (i).whether at year end any violation of
bond covenants existed and (ii) if at any time during the
Fiscal Year under audit an event of default (as defined in
Section 802(a) through (e) inclusive) occurred and if so,
the nature of the default. Such special reports shall be
limited to financial matters described in the R~solution.
In the event that for any reason beyond the control of the
City, it is unable to obtain the foregoing certificate as
to compliance with generally accepted accounting principles
and is taking all reasonable and feasible actions to
VII-4
obtain such certificates as to subsequent Fiscal Years,
the City shall be deemed to be in compliance with the
provisions of this Section, if, in lieu of the certi-
ficate required above such certificate states the-reasons
for such non-compliance or non-conformity.
The City further covenants that it will cause any
additional reports or audits relating to the Project
to be made as required by law or by any applicable rules
or regulations of .any governmental authority having jur-
isdiction in the premises. The cost of such audits shall
be treated as a part of the cost of operation.
For the purposes of this Resolution each fund created
hereunder shall b? a series of accounts within the book
accounts of the City
and shat1 cognote a se re a ' of
accounts, which will su~nort ....... g ? tIon of
accounts, a separate set of books of
Section 709. Enforcement of Co
will dill-entl .... =~_~n=_?~ Collections. The City
SilVerer charges for the service~'~=~Of th~ne rs=es, fees and
..steps, actions and'proceed~ .... _P~je'ct~ will take
~ =o= une enforcement and
collections of such.rates, fees
delinquent t~ ~ =.--- . . and charges as ~-~ =
~=-, an= wlll maintain = ~.-~=u or authorized by
accurate records with respect there-
to. All such rates, fees, charges and revenues herein
pledged shall, as collected, be held in trust to be applied
as-provided in this Resolution and not otherwise.
Section'7~0. No Sale or Mortgage of Pro3ect. (a) The
City covenants that-so long as any Bonds shall b~ outstand-
ing under the provisions of this Resolution and. except as in
this Resolution otherwise permitted, it will not sell, lease
or otherwise dispose of or encumber the Project. The City
may, however, from time to time, sell any machinery, fix-
tures, apparatus, tool.s, instruments, or other movable
property acquired by it in connection with the Project, or
any materials used in connection therewith, if the City
shall determine that such articles are no longer needed or
are no longer useful in connection with the cons=ruction or
operation and maintenance of the Project, and the proceeds
thereof shall be applied to the replacement of the proper-
ties so sold or disposed of or shall be .deposited to the
credit of the Redemption Account or the Renewal and Replace-
ment Fund, at the option of the City.
VII-5
(b) Notwithstanding the provisions of paragraph
(a) of this Section, the City may from time to time sell,
trade or lease such other property forming part of the
Project as is not needed or serves no useful purpose in
connection with the maintenance and operation of the Project
and the proceeds of any such sale of property which is de-'
clared by resolution of the City Council to be unneces-
sary for the Project shall be deposited to the credit of
the Redemption Account or the Renewal and Replacement Fund,
as may be provided by such resolution. The City may also
lease such portions of the Project as shall have been
designed and constructed to be leased without regard to the
findings mentioned in the preceding sentence. The property
received in .exchange pursuant to any trade shall be deemed
to be a part of the Project. The rentals under any such
lease shall be deposited t° the credit of the Revenue
Fund.
(¢) Notwithstanding the provisions' of paragraph (a)
of this Section, the City may from .time to time per-
manently abandon the use of, sell, trade or lease any
property forming ~a part of the Project but only if
(1) there shall be filed with the City
Clerk and the Fiscal Agent prior to such abandonment,
sale or lease a certificate, signed by the City Manager'
and approved by the Consulting Architects, stating
(A) that the City is not then in
default in the performance~of any of the
covenantst conditions, agreements or pro-
visions contained in this Resolution, and
(B) that the' Net Revenues for the
next preceding Fiscal Year, after giving
effect to such abandonment, sale or lease
and any replacement are not less than one
hundred per centum (100%) of the maximum
aggregate Principal and Interest Require-
ments for any Fiscal Year thereafter, and
(2) the amount held for the credit of the
Reserve Account is equal to the Reserve Account
Requirement.
The proceeds of the sale of any property forming
part of the Project under the provisions of paragraph
of this Section shall either be deposited by the City to
the credit of the Redemption Account at the option of the
City, or shall be applied to the replacement of the property
so.sold, and any property acquired as such replacement shall
become a part of the Project subject to the provisions of
this Resolution. The' rentals under any such lease shall be
deposited to the credit of the Revenue Fund.
Vi I-7
ARTICLE VIII.
Remed i e s.
Section 801. 'Extension of Interest Payment.. In
case the time for the payment of any coupon shall be ex-
tended, whether or noh much' extension be by or with the
consent of the City, such coupon so extended shall not be
entitled in case of default hereunder to the benefit or
security of this Resolution except subject to the prior
payment .in full of the principal of all Bonds 'then outstand'
lng and of all-coupons and interest the time for the payment
of which shall not have been extended.
Section 802. Events of Default. Each of the
following events is hereby declared an "event of de-
faul~#, that is to say: If
(a) payment of the principal and of the
redemption premium, if any, of any of the Bonds
shall not be made when the same shall become due
and payable, either at maturity or by proceedings
for redemption or otherwise; or
(b) payment of any installment of interest
on any of the Bonds shall not be made when the same
shall become due and payable; or
(c) payment of any amount required to satisfy
any Amortization Requirement shall not be made, if
required herein; or
(d) the City shall for any reason be rendered
incapable of fulfilling its obligations hereunder;
or
(e) final judgment for the payment of money
shall be rendered against the City as a result of the
ownership, control or operation of the Project
and any such judgment shall not be discharged within
sixty (60-) days from the entry thereof or an appeal
shall not be taken therefrom or from the order, decree
or process upon which or pursuant to which such ju4g-
ment shall have been granted or entered, in such manner
as to stay the execution of or levy under such judg-
ment, order, decree or process or the enforcement
thereof; or
VIII- 1
--" (f) if the City admits in writing its inabil-
ity to pay its debts generally as they become due, or
files a petition in bankruptcy or makes an assignment
for the benefit'of its creditors or consents to the
appointment of a receiver or trustee for itself or
for the whole or ~ny part of the Project; or
(g) if th~ City is ~dj.udged insolvent by a
court of Competent jurisdiction, or it be adjudged
a bankrupt-on a petition in bankruptcy filed against
'the City, or an order, judgment or decree be entered
by any court of competent jurisdiction appointing,
without the consent of the City, a receiver or
trustee of the City or of the whole or any part of
its property and any if the aforesaid adjudications,
orders, judgments or decrees shall not be vacated or
set aside or stayed within ninety (90) days from the
date of' entry.thereof; or
(h) if the City shall file a petition or
answer seeking reorganization or any arrangement
under.the Federal bankruptcy laws or any other
applicable law or s~atute of the United States of
America or any state thereof; or
(i) if, under the provisions of any other
law for the relief or aid of debtors, any court
of competent jurisdictibn shall assume custody.or
control of the City or of the whole'or any substan-
tial part of its property, and such custody or
control shall not' be terminated within ninety (90}
days from the date of assumption of such custody or
~ontrol; or
(j) the City shall default in the due and
punctual performance of any other of the covenants,
conditions, agreements-and provisions contained in
the Bonds or in this Resolution on the part of the
City to be performed and such default shall continue
for thirty (30) days after written notice specifying
such default and requiring same to be remedied shall
have been given to the City, which notice the Fiscal
Agent may give to the City and upon the written re~
quest of not less than twenty-five per centum {25%) in
aggregate principal amount of the Bonds then outstand-
ing shall give to the City.
Section 803. Acceleration of Maturities. Upen.the
happening and continuance of any event of default speci-
fied in clauses (a) through (j) of Section 802 cf this
VIII-2
Article, then and in every such case the holders of not less
than twenty-five per centum (25%) in ag. gregate principal
amount of the Bonds then outstanding may, by a notice in
writing to the City, declare the principal of all of the Bonds
then outstanding (if not then due and payable) to be due and
payable immediately, and upon such declaration the same shall
become and be immediately due-and payable, anything contained
in the Bonds or in this Resolution to the contrary notwithstand-
ing; provided that if at any time after the principal of the
Bonds shall have been so declared to be due and payable, and
before the entry of final judgment or decree in any suit, action
or proceeding instituted on account of such default, or before
the completion of the enforcement of any other remedy under
this Resolution, moneys shall have accumulated in the Sinking
Fund sufficient to pay the principal of all matured Bonds and
all arrears of interest, if any, upon all Bonds then outstand-
ing (except the principal of any Bonds not then due except by
virtue of such declaration and the interest accrued on such
Bonds since the last interest payment date), and all amounts
then payable by the City hereunder shall have been paid or a
sum sufficient to pay the same shall have been deposited with
the Bond Registrar, and every other default in the observance
.or performance of any covenant, condition, agreement or provision
contained in the Bonds or in this Resolution (other than a de-
fault in the payment of the principal of such Bonds then due
only because of a declaration under this Section) shall have
been remedied, then and in every such case the holders of not
less than twenty-five per centum (25%) in aggregate principal
amount of the Bonds not then due except by virtue of such
declaration and then outstanding may, by written notice to the
City, rescind and annul such declaration and its consequences,
but no such rescission or annulment shall extend to or affect
any subsequent default or impair any right consequent thereon.
Section 804. Enforcement of Remedies. Upon the
happening and continuance of any event of default specified
in Section 802 of this Article, then and in every such case
the holders of not less than twenty-five per centum (25%) £n
aggregate principal amount of the Bonds then outstanding
hereunder shall proceed to protect and enforce the rights of
the Bondholders under Florida law, or under this Resolution by
such suits, action or special proceedings in equity or at law,
either for the specific performance of any covenant or agreement
contained herein or in aid or execution of any power herein
granted or-for the enforcement of any proper legal or equitable
remedy, as such Bondholders shall deem most effectual to protect
and enforce such rights.
VIII-3
Section 805. Pro Rata Application of Funds. Any-
thing in this Resotution.%o..the contrary notwithstand-
ing, if at any time the moneys in the Sinking Fund shall
not be sufficient to pay the principal of or the inter-
est on the Bonds as the same become due and payable
(either by their terms or by acceleration of maturities
under the provisions of Section 803 of this Article),
such moneys, together with any moneys then available or
thereafter becoming available for such purpose, whether
through the exercise of the remedies provided for in
this Article or otherwise, shall be applied as follows:
(a) Unless the principal of all the Bonds
shall have become due and payable or shall have
been declared due and payable, all such moneys
shall be applied
first: to the payment of the persons
entitled thereto of all installments of in-
terest then due and payable on the Bonds,
in the order in which such installments
become due and payable, and, if the amount
available shall not be sufficient to pay in
full, any particular installment, then to
the payment ratably, according to the amounts
due on such installment, to the persons en-
titled thereto, without any discrimination
or preference except as to any difference
in the respective rates of interest speCi-
fied in the Bonds;
second: to the payment of the persons
entitled-thereto of the unpaid principal of
any of the Bonds which shall have become due
(other than Bonds called for redemption for
the payment of which sufficient moneys are
held pursuant to the provisions of this Resolu-
tion), in the order of their due dates, with
interest upon such Bonds at the respective
rates specified therein from the respective
dates upon which they beck-me due, and, if
VIII-4
~the 'amount available shall not be sufficient
to pay in full the principal of- Bonds due on
any particular date, together with. such
interest, then to the payment first of such
interest, rs%ably according to the amount of
such interest due on such date, and then to
the payment of such principal, ratably
according to the amount of such principal
due on such date, to the persons entitled
thereto without any discrimination or
preference except as to any difference in
the respective rates of interest specified
in the Bonds; and
third: to the payment of the interest
on and the principal of the Bonds, to the
purchase and retirement of Bonds and to the
redemption of Bonds, all in accordance with
the provisions of Article V of this Resolution.
(b) If the principal of all the Bonds shall
have become due and payable or shall have been de-
clared due and payable, all such moneys shall be
applied to the payment of the principal and inter-
est then due and unpaid upon the Bonds, without
preference or priority of principal over interest
or of interest over principal or of any installment
of interest over any other installment of interest,
or of any Bond over any other Bond, ratably, accord-
ing to the amounts due respectively for principal
and interest, to the persons entitled thareto with-
out any discrimination or preference except as to
any difference in the respective rates of interest
specified in the Bonds.
'(c) If the principal of all the Bonds shall
have been declared due and payable and if such
declaration shall thereafter have been rescinded
and annulled under the provisions of Section 803
of this Article, then, subject to the provisions
of paragraph (b) of this Section in the event that
the principal of all the Bonds shall later become
due or be declared due and payable, the moneys re-
maining in and thereafter accruing to the Sinking
Fund shall be applied in accordance with the pro-
visions of paragraph (a) of this Section.
' VIII-5
The provisions of this Section are in all respects
subject to the provisions of Section 801 of this Article.
Whenever moneys~are to be applied by the Fiscal Agent
pursuant to the provisions of this Section, such moneys
shall be applied by the Fiscal Agent at such times, and
from time to time, as the Fiscal Agent in its sole discre-
tion shall determine, having due regard to the amount of
such moneys available for application and the likelihood
of additional moneys becoming available for such application
in the future~ the deposit of such moneys with the Bond
Registrar, or otherwise setting aside such moneys, in trust
for the proper purpose, shall constitute proper application
by the Fiscal Agent; and the Fiscal Agent shall incur no
liability whatsoever to any Bondholder or to any other
person for any delay in applying any such funds, so long as
the Fiscal Agent acts with reasonable diligence, having due
regard to the circumstances, and ultimately applies the same
in accordance with such provisions of this Resolution as may
be applicable at the time of application. Whenever the
Fiscal Agent shall exercise such discretion in applying
such funds, it shall fix the date upon which such app!ica-
tion is to be made and upon such date interest on the
amounts of principal to be paid on such date shall cease
to accrue. The Fiscal Agent shall give such notice as it
may deem appropriate of the fixing of any such date, and
shall not be required to make payment to the holder of any
unpaid coupon or any Bond until such coupon or such Bond
and all unmatured coupons, if any, appertaining to such Bond
shall be surrendered to it for appropriate endorsement.
Section 806. Effect of Discontinuance of Proceedings.
In case any proceeding taken by the Fiscal Agent on account
of any default shall have been discontinued or abandoned for.
any reason, then and in every such case the City and the
Fiscal Agent shall be restored to their former positions and
rights hereunder, respectively, and all rights and remedie~
of the Fiscal Agent and the Bondholders shall continue as
though no such proceeding had been taken.
Section 807. Restriction on Individual Bondholder
Actions. No holder of any of the Bonds hereby secured
shall have any right in any manner whatever by his or
their action to affect, disturb or prejudice the secu-
rity of this Resolution, or to enforce any right here-
under except in the manner herein provided, and all such
proceedings at law or in equity shall be instituted, had
VIII-6
and maintained for the benefit of all holders-of such
Bonds and coupons.
Section 808. No Remedy Exclusive. No remedy
herein conferred upon the Fiscal Agent on behalf of the
Bondholders is intended to be exclusive of any other remedy
or remedies herein 'provided, and each and every such remedy
shall be cumulative and shall be in addition to every other
remedy given hereunder.
Section 809.. Delay Not a Waiver. No delay or omis-
sion of the Fiscal Agent to exercise any right or power
accruing upon any default shall impair any such right or
power or shall be construed to be a waiver of any such
default or an acquiescence therein; and every power and
remedy given by this Article to the Fiscal Agent on behalf
of the Bondholders may be exercised from time to time and
as often as may be deemed expedient.
Section 810. Right to Enforce Payment of Bonds.
Nothing in this Article shall affect or impair the right
of any Bondholder to enforce the payment of the principal
of and interest on this Bond, or the obligation of the City
to pay the principal of and interest on each Bond to the
holder thereof at the time and place in said Bond and the
appurtenant coupons, if any, expressed.
VIII-7
ARTICLE IX.
Execution of Instruments by Bondholders
and Proof of Ownership of Bonds.
Section 901. Execution of Instruments by B°nd-
holders and Proof of Ownership of Bonds. ~ny request,
direction, consent or other instrument in writing re-
quired or permitted by this Resolution to be signed or
executed by Bondholders may be in any number of con-
current instruments of similar tenor and may be signed
or executed by such Bondholderslor their attorneys or
legal representatives. Proof of the execution of any
such instrument and of the ownership of Bonds shall
be sufficient for any purpose of this'Resolution and
shall be conclusive in favor of the City with regard
to any~action taken by it under such instrument if
made in the following manner:
(a) The fact and date of the execution by
any persQn of any such instrument may be proved
by the verification of any officer in any juris-
diction who, by the laws thereof, ~has power to
take affidavits within such jurisdiction, to the
effect that.such instrument was subscribed and
sworn to before him, or by an affidavit of a
witness to such execution. Where such execution
is on behalf of a person other than an individual
such verification or affidavit shall also con-
stitute sufficient proof of the authority of the
signer thereof.
(b) The fact of the holding of Bonds here-
under by any Bondholder and the amount and the
numbers of such Bonds and the date of his holding
the same may be proved by the affidavit of the
person claiming to be such holder, if such affi-
davit shall be deemed by the Fiscal Agent to be
satisfactory, or by a certificate executed by any
trust company, bank, banker or any other depositary,
wherever situated, if such certificate shall be
deemed by the Fiscal Agent to be satisfactory,
showing that at the date therein mentioned such
person had on deposit with or exhibited to such
IX-1
trust company, bank, banker or other depositary the
Bonds described~'i~-such certificate° The Fiscal Agent
may conclusively assume that such ownership continues
until written notice to the contrary is served upon it.
But nothing contained in this Article shall be construed
as limiting the Fiscal Agent to such proof, it being intended
that the Fiscal Agent may accept any other evidence of the
matters herein stated which it may deem sufficient. Any re-
quest or consent of the holder of any Bond shall bind every
future holder of the same Bond in respect of anything done by
the City in pursuance of such request or consent.
Notwithstanding any of the foregoing provisions of this
Section, the Fiscal Agent shall not be required to recognize
any person as a holder of any Bond or to take any action at his
request unless such Bond shall be deposited with him.
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ARTICLE
Supplemental Resolutions.
Section 1001. Supplemental Resolution Without
Bondholders' Consent. The City Council, from time to
time and at any time may adopt such resolutions supple-
mental hereto as shall n6t be inconsistent with the terms
and provisions hereof (which supplemental resolution shall
thereafter form a part hereof)
(a) to cure any ambiguity or formal defect or
omission or to correct any inconsistent provisions
in this Resolution or in any supplemental resolution,
or'-
(b) to grant to or confer upon the Bondholders
any additional rights, remedies, powers, authority
or security that may lawfully be granted to or con-
ferred upon the Bondholders, or
(c) to add to the conditions, limitations and
restrictions on the issuance of Bonds under the
provisions of this Resolution other conditions,
limitations and restrictions thereafter to be ob-
served, or
(d) to add to the covenants and agreements of
the City in this Resolution other covenants and
agreements thereafter to be observed by the City or
to surrender any right or power herein reserved to
or conferred upon the City~
At least thirty (30) days prior to the adoption
of any supplemental resolution for any of the purposes
of this Section, the City Clerk shall cause a notice
of the proposed adoption of such supplemental resolution
to be published once in each week for two (2) successive
weeks in a Daily Newspaper of general circulation or a
financial journal published in the Borough of Mannattan,
City and Sta~e of New York,~ and on or before the date
of the first publication of such notice, he sh~il also
cause a similar notice to be mailed, postage prepaid,
to all registered owners of Bonds at their addresses as
they appear on the registration books and all cther
Bondholders Who shall have filed their names and addresses
with the City Clerk for such purpose. Such notice shall
briefly set forth the nature of the proposed, supplemental
resolution and shall state that copies thereof are on
file at the office of' the City Clerk for inspection by
all Bondholders. A failure on the part of the City
Clerk to mail the notice required by this Section shall
not affect the validity. of such supplemental resolution.
SeCtion 1002. Supplemental Resolution With Bond-
holder Consent.' Subject to the terms and provisions
contained in this Section, and not otherwise, the holders
of not less than two-thirds (2/3) in aggregate principal
amount of the Bonds then outstanding shall have the right,
from time to time, anything contained in this Resolution
to the.contrary notwithstanding, to consent to and approve
the adoption of such resolution or resolutions supplemental.
hereto as shall be deemed, necessarY or desirable by the
City for the purpose of modifying, altering,, amending,
adding to or rescinding, in any particular, any of the
terms or provisions contained in this Resolution or in any
supplemental resolution; provided, however, that nothing
herein contained shall permit, or be construed as permit-
ting, (a) an extension of.the maturity of the principal of
· or the interest on any Bond issued hereunder, or (b) a
reduction in the principal amount o~ any Bond or the re-
demption premium or. the rate of interest thereon, or (c) the
creation of a lien upon or a p~edge of Gross Revenues other
than'the lien and pledge created by this Resolution, or (d)
a preference or priority of any Bond or Bonds over any other
Bond or Bonds, or (e) a reduction in the aggregate principal
amount of the Bonds required for consent to such supplemental
resolution. Nothing herein contained, however, shall be con-
strued as making necessary the approval by Bondholders of
the adoption of 'any supplemental resolution as authorized in
Section 1001 of this Article.
If at any time the City shall determine that it is
necessarY or desirable to adopt any supp!emen.~al resolution
for any of the purposes of this Section, the City Clerk
shall cause notice of the proposed adoption of such sup-
.plemental resolution to be published once in each week
for two (2) successive weeks 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,
and, on or before the date of the first publication of
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such notice, it shall also cause a similar notice to be
mailed, postage prepaid, to all registered owners of Bonds
at their addresses as. they appear on the registration
books and all 'other Bondholders who shall have filed their
names and addresses with the City Clerk for such purpose.
Such notice shall, brief, ly set forth the nature of the
proposed supplemental resolution and shall state that
copies thereof are on file at the office of the City Clerk
for inspection by all Bondholders. The City shall not,
however, be subject to any liability to any Bondholder
by reason of its failure to cause the notice required by
this Section to be.' mailed and any such failure shall not
affect the validity of such supplemental resolution when
consented to and approved as provided in this Section.
Whenever, at the time within one year after the date
of the first publication of such notice, the City' shall
deliver to the Fiscal Agent an instrument or instru-
ments in writing purporting to be executed by the holders
of not less than 'two-thirds (2/3) in aggregate principal
amount of the Bonds then outstanding, which instrument or
instruments shall refer to the proposed supplemental
resolution described in such notice and shall specifically
consent to and approve the adoption thereof in substan-
tially the form of the copy thereof referred to in such
notice, thereupon, but not otherwise, the City Clerk may
adopt such supplemental resolution in substan~iai!y such
form, without' liability or responsibility to any holder
-of any Bond, whether or not such holder shall have con-
sented thereto-.
If the holders of not less than two-thirds (2/3) in
aggregate principal amount of the Bonds outstanding at
the time. of the adoption of such supplemental resolution
shall have Consented to and approved the adoption thereof
as herein provided, no holder of any. Bond shall have any
right to object to the adoption of such supplemental
resolution, or go object to any of the terms and provi-
sions contained therein or the operation thereof, or in
any manner to question the propriety of the adopui~n
thereof, or to enjoin or restrain the City Council from
adoptfng the same or from taking any action pursuant
to the provisions thereof.
Upon the adoption of any supplemental resolution
pursuant to the provisions of this Section, this Resolu-
tion shall be and be deemed to be modified and amended in
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accordance there{~i~h~, and the respective rights, duties
and obligations under this Resoltuion of the City and all
holders of Bonds then outstanding shall thereafter be
determined, exercised and enforced in all respects under
the provisions of this Resolution as so modified and
amended.
Section 1003. Supplemental Resolutions Part of Resolu-
tion. Any supplemental resolution adopted in accordance
with' the provisions of this Article and approved as to
legalitY by the City Attorney shall thereafter form a part
of this Resolution, and all of the terms and conditions
contained in any such supplemental resolution as to any
provision authorized to be contained therein shall be and
shall be deemed to be part of the terms' and conditions of
this Resolution for any and all purposes. In case of the
adoption and approval of any supplemental resolution., ex-
press reference may be made thereof in the text of any
Bonds issued thereafter, if deemed necessary or desirable by
the City.
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ARTICLE XI.
Defeasance.
Section 110'1. Cessation of Interest of Bondholders.
If, when the Bonds secured hereby shall have become due
and payable in accordance with their terms or shall have
been duly called for redemption or either irrevocable
instructions to call the Bond. s for redemption or to pay
the. Bonds at their respective maturities and mandatory
redemption dates or any combination of such payment and
redemption shall have been given by the City to an' appro-
priate fiduciary institution acting as escrow agent, the
whole amount of the principal and the interest and pre-
mium, if any, so due and payable upon all of the Bonds
and coupons then outstanding shall be paid or sufficient
moneys, or Government Obligations, not callable at the
option of the obligor, either the pri~cipa! of and the
interest on which when due or the principal of which when
due will provide sufficient moneys, shall be' held by such.
escrow agent for such purpose under the provisions of this
Resolution, and provision shall also be made for paying all
other sums payable hereunder by the City, then and in' that
case the right, title and interest of the holders of the
Bonds secured hereby in the Gross Revenues, Funds and Ac-
counts mentioned in this Resolution shall thereupon cease,
determine and become void, and the City Council in such
case, shall repeal and cancel this Resolution and may ap-
ply any surplus in any account in the Sinking Fund and all
balances remaining in any other Funds or Accounts other
than moneys held for the redemption or payment of Bonds
or coupons to any lawful purpose of the City as the City
Council shall determine; otherwis~ this Resolution shall
be, continue and remain in full force and effect; provided,
however, that in the event Government Obligations shall be
deposited with and held by such escrow agent as hereinabove
provided, and in addition to the requirements set forth in
Article III of this Resolution, the Fiscal Agent shall with-
in thirty (30) days 'after such Government Obligations shall
have been deposited with such escrow agent cause a notice
signed by the Fiscal Agent to be published once in a Dai.ly
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
XI-1
state of New York, setting forth (a) the date desi. gnated
for the redemption of the Bonds, (b) a description of the
Government Obligations so held by such escrow agent, and
(c) that this Resolution has been repealed and cancelled
in accordance with the provisions of this Section.
Ail moneys and obl.igations held by an escrow agent
pursuant to this Section shall be held in trust and the
principal and interest of said obligations when received,
and said moneys,., applied to the payment, when due, of the
-principal and interest and the premium, 'if any, of the
Bonds so called for redemption or to be paid.
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ARTICLE XlI.
Miscellaneous Provisions.
Section 1201. Effect of covenants. Ail cove-
nants, stipulations, obligations and agreements of the
City contained in this. Resolution shall be deemed to
be covenants, stipulations, obligations and agreements
of the City and of the City Council and of each depart-
ment and agency of the City to the full extent authorized
or permitted by law, and all such covenants~ stipula-
tions, obligations and' agreements shall, bind or inure
to the benefit of the successor or successors thereof
from time to time and any officer, board, body or
commission to whom or to which any power or duty affeCt-
ing such covenants, stipulations, obligations and agree-
ments shall be transferred by or in accordance with
law.
Except as otherwise provided in this Resolution,
all rights, powers and privileges conferred and duties
and liabilities imposed upon the City or upon the City
Council by the provisions of this Resolution'shall be
exercised or performed by the City Council, or by such
other officers, board, body or commission as may be re-
quired by law to exercise such powers or to perform such
duties.
No covenant, stipulation, obligation or agree-
ment her~in contained shall be deemed'to be a covenant,
stipulation, obligation or agreement of any member,
agent or employee of the City Council in his individ-
ual capacity, and neither the members of the City
Council nor any official executing the Bonds shall be
liable personally on the Bonds or be subject to any per-
sonal liability or accountability by reason of the issu-
ance thereof.
Section 1202. Manner of Giving Notice. Any no-
tice, demand, direction, request or other instrument
authorized or required by this Resolution to be given
to or filed with the City or the City Council shall be
deemed to have been sufficiently given or filed for all
purposes of this Resolution if and when sent by certi-
fied mail, return receipt requested:
XII-1
to the City, if addressed to the City Manager of
the City of Boynton Beach, Florida, City Hall,
Boynton Beach, Florida;
Ail documents received by the City Manager and City
Council under the provisions of this Resolution shall be re-
tained in their possession, subject at all reasonable times
to the inspection of the City, any Bondholder, and the agents
and representatives thereof.
Section 1203. Successorship of Bond Registrar. Any
bank or trust company with or into which a Bond Registrar
may be merged or consolidated, or to which the assets and
business of such Bond Registrar may be sold, shall be deemed
the successor of such Bond Registrar for the purposes of
this Resolution. If the position of a Bond Registrar shall
become vacant for any reason, the City Council shall, within
thirty (30) days thereafter, appoint a bank or'trust company
to fill such vacancy.
Section 1204. .Successorship of City Officers. In
the event that the offices of Mayor, City Manager, City Clerk,
Finance Director or City Attorney shall be abolished or any
two or more of such offices shall be merged or consolidated, or
in the event of a vacancy in any such office by reason of
death, resignation, removal from office or otherwise, or in
the event any such officer shall become incapable of performing
the duties of his office by reason of sickness, absence from
the City or otherwise, all powers conferred and all obligations
and duties imposed upon such officer shall be performed by the
officer succeeding to the principal functions thereof or by the
officer'upon whom such powersl obligations and duties shall be
imposed by law.
Section 1205. Substitute Publication. If, because
of the temporary or permanent suspension of publication Of any
Daily Newspaper or financial journal or for any other reason,
the City Manager shall be unable to publish in a Daily
Newspaper or financial journal any notice required to be
published by any provision of this Resolution, the City shall
give such notice in such other manner as in its judgment shall
most effectively approximate such publication, and the giving
of such notice in such manner shall for all purposes of this
Resolutionrbe deemed to be in compliance with the requirement
for the publication thereof.
XII-2
Section 120'6. Inconsistent Resolutions. Ail resolu-
tions and parts thereof which are inconsistent with any
of the provisions of this Resolution are hereby declared
to be inapplicable to the provisions of this Resolution.
Section 1207. Further Acts. The officers and
agents of the City a~e hereby authorized and directed to
do all the acts and 'things required of them by the Bonds
and this Resolution, far the full, punctual and complete
performance of all of the terms, covenants, provisions
and agreements contained in the Bonds and this Resolution.
Section 1208. Headings Not Part of Resolution.
AnY headings preceding the texts of the several Articles
and Sections hereof and any table of contents, marginal
notes or footnotes appended to copies hereof shall be
solely for convenience of reference, and shall not con-
stitute a part of this Resolution, nor shall they affect
its meaning, construction or effect.
· Section 1209. City and Bondholders Alone Have
Rights under Resolution. Except as herein o~herwise
expressly provided, nothing in this Ordinance, expressed
or implied, is intended or'shall be construed to confer
upon any person~ firm or corporation, other than the City
and the holders of the Bonds issued under and secured by
this Resolution, any right, remedy or claim, legal or
equitable, under or by reason of the Resolution or any
provision hereof, this Resolution and all its provisions
being intended to be and being for the sole and exclusive
benefit' of the City and the holders from time to time of
the Bonds issued hereunder.
Section 1210'. Validation of Bonds. The proper
officers of the City shall bring proper proceedings for
the validation of the Bonds.
Section 1211. Effect of Partial Inva!iditv. In
case any one or more of the provisions, of this Resolution
or of any Bonds or coupons issued hereunder.shall for any
reason be held to be illegal or invalid, such illegality
or invalidity shall not affect any other provision of this
Resolution or of the Bonds or coupons, but this Resolution
and the Bonds and coupons shall be construed and enforced
as if such illegal or invalid provision had not been con-
tained therein. The Bonds are issued and this Resolution
is adopted with the intent that the laws of tne State of
Florida shall govern their construction.
XII-3
Section 1212. Resolution Effective. This Resolution
shall take effect immediately upon its adoption.
PASSED AND ADOPTED this ~9-~day of September, 1984.
CITY OF BOYNTON BEACH, FLORIDA
(Official Seal)
By
MAYOR
· VICE ~YOR
~ ' -- COUNCIL MEMBEk / ~
ATTEST:
~D~_~ ~ CITY CLERK
XII-4