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84-OORESOLUTION NO. 84- ~ ~ A RESOLUTION AMENDING RESOLUTION NO. 84-E ADOPTED BY THE CITY COUNCIL OF THE CITY OF BOYNTON BEACH, FLORIDA ON JA!CJARY 3, 1984 ENTITLED "A RESOLUTION AUTHORIZING THE ISSU- ANCE OF NOT EXCEEDING $50,000,000 WATER'AND SEWER UTILITY REVENUE BONDS OF THE CITY OF BOYNTON BEACH, FLORIDA, FOR THE PURPOSE OF PROVIDING FUNDS, TOGETHER WITH ANY OTHER AVAILABLE FUNDS, FOR PAYING THE COST OF PAYING AT THEIR RESPECTIVE MATURITIES OR REDEEMING THE OUTSTANDING SIX SERIES OF WATER AND SEWER REVENUE BONDS OF THE CITY ISSUED PURSUANT TO RESOLUTION NO. 64-FF, ADOPTED BY THE CITY COUNCIL ON JULY 30, 1964, AS SUPPLEMENTED, AND ACQUIRING AND CONSTRUCTING ADDITIONS, EXTEN- SIONS AND IMPROVEMENTS TO THE CITY'S WATER AND SEWER UTILITY; PROVIDING FOR THE ISSUANCE OF ADDITIONAL WATER AND SEWER UTILITY REVENUE BONDS OR THE INCURRENCE OF INDEBTEDNESS TO THE STATE OF FLORIDA TO PAY ALL ORA PART'OF THE COST OF ADDITIONAL IMPROVEMENTS TO THE CITY'S WATER AND SEWER UTILITY; PROVIDING FOR THE PAYMENT OF SUCH BONDS AND THE INTEREST THEREON FROM NET REVENUES OF THE CITY'S WATER AND SEWER UTILITY AND THE EXTENT PROVIDED HEREIN FROM IMPACT FEES; SETTING FORTH THE RIGHTS AND REMEDIES OF THE HOLDERS OF SUCH BONDS; PROVID- ING SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE"; TO LIMIT THE ISSUANCE OF BONDS IN ADDITION TO THE INITIAL SERIES OF BONDS ISSUED UNDER SECTION 207 WITHOUT MEETING CERTAIN REQUIREMENTS OF SECTION 208 TO SUCH BONDS AS ARE ISSUED IN AN AMOUNT NOT TO EXCEED $10,500,000 AND FOR THE PURPOSE OF PAYING AT THEIR RESPECTIVE MATURITIES THE OUTSTANDING SIX SERIES OF WATER AND SEWER UTILITY REVENUE BONDS OF THE CITY; TO ADD PROVISIONS REGARDING REGISTRATION OF BONDS; TO CHANGE THE PRINCIPAL AND INTEREST'PAY/~.ENT DATES; TO DELETE REFER- ENCES TO A FISCAL' YEAR OR CHANGE FISCAL AGENT TO DIRECTOR OF FINANCE; TO ADD A REFERENCE TO SECTION 207 RELATING TO RESERVE ACCOUNT DEPOSIT REQUIREMENTS; TO AUTHORIZE THE REFUNDING OF A PART OF A SERIES OF BONDS; TO ADD CERTAIN DEFINITIONS; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED by the City Council of The City of Boynton Beach, Florida: Section 1 The Resolution No. 84-E adopted by the City Council of The City of Boynton Beach, Florida (the "City Council") · on January 3, 1984 and identified by title in the title to this resolution is hereby amended as follows: (a) In Section 101 following the definition of "Daily "add a definition of "Defaulted Interest" to read as Newspaper follows: "Defaulted Interest" means interest on any Bond which is payable but is not punctually paid, or for which payment is not duly provided for, on any Interest Payment Date." (b) In Section 101 in the definitions of "Interest Payment Date" and "Principal and Interest Requirements", in the first paragraph of Section 202, in the second paragraph of Section 207, in the second paragraph of Section 208, in the second paragraph of 209 and in subparagraph (a) of Section 505, reflect the change of interest payment dates from-April ! and October ! to May 1 and November 1 and principal payment dates from October 1 to November 1 by changing "April" to "May" and "October" to "November'" where they appear. (c) In Section 101 in the definition of "Reserve Account Deposit Requirement" add "207", after the word "Sections" in the fourth line. (d) In Section 101 following the definition of "Refunding Bonds" add a definition of "Regular Record Date" to read as follows: "Regular Record Date" means the 15th day (whether or not a business day) of the month preceding any Interest Payment Date." (e) In Section !0! following the definition of "Sinking Fund" add a definition of "Special Record Date" to read as follows: "Special Record Date" means a date fixed by the Bond Registrar for the payment of Defaulted Interest pursuant to Article II hereof." (f) In Section 202 delete the second and third paragraphs and insert the following: "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 ~egal tender for the payment of public and private debts on the respective dates of payment thereof. The principal of the Bonds shall be payable upon the presentation and surrender of such Bonds as the same shall become due at the principal office of the Bond Registrar. Interest on any such Bond which is payable, and is punctually paid, or for which payment is duly provided for, on any Interest Payment Date shall be paid to the person in whose name-the Bond is registered in the registration books provided for in Section 206 of this Resolution at the close of business on the Regular Record Date. Any Defaulted Interest shall forthwith cease to be payable to the Owner on the relevant Regular Record Date solely by virtue of such Owner having been such Owner; and such Defaulted Interest may be paid by the Director of Finance, at its election in each case, as provided in Subsection A or B below: A. The Director of Finance may elect to make payment of any Defaulted Interest on the Bonds of any Series to the persons in whose names such Bonds are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Director of Finance shall notify the Bond Registrar in writing of the amount of Defaulted Interest proposed to be paid on each Bond and the date of the proposed payment (which date shall be such as will enable the Bond Registrar to comply with the next sentence hereof), and at the same time the Director of Finance shall deposit or cause to be deposited with the Bond Registrar an amoun~ of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Bond Registrar for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the persons entitled to such Defaulted Interest as in this Subsection provided. Thereupon the Bond Registrar shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days Prior to the date of the proposed payment and-not less than 10 days after the ~eceipt by the Bond Registrar of the notice of the proposed payment. The Bond Registrar shall promptly notify the Director of Finance of such Special Record Date and, in the name and at the expense of the City, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, · to each Owner at his address as it appears in the registration books provided for in Section 206 of this Resolution not less than 10 days prior to such Special Record Date. The Bond Registrar may, in its discretion, in the name and at the expense of the City, cause a similar notice to be published at least once in a Daily Newspaper of general circulation published in the County, and in a Daily Newspaper of general circulation or in a financial journal published in the Borough of Manhattan, City and State of New York, but such publication shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the persons in whose names the Bonds of such Series are registered on such Special Record Date and shall no longer be payable pursuant to the following Subsection B. B. The Director of Finance may make payment of any Defaulted Interest on the Bonds of any Series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Bonds may be listed and upon such notice as may be required by such exchange, if, after notice given by the Director of Finance to the Bond Registrar of the proposed payment pursuant to this Subsection, such payment shall be deemed practicable by the Bond Registrar. Subject to the foregoing provisions of this Section, each Bond delivered under this Resolution upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond and each such Bond shall bear interest from such date, that neither gain nor loss in interest shall result from such transfer, exchange or substitution; Each Bond shall bear interest from the Interest Payment Date next preceding the date on which it is authenticated, unless authenticated on an Interest. Payment Date, in which case it shall bear interest from such Interest Payment Date, or, unless authenticated prior to the first Interest Payment Date, in which case 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 shall have been paid. Interest on the Bonds shall be paid to the persons entitled thereto by check or draft mailed by the Bond Registrar on each Interest Payment Date, such check or draft to contain the_CUSIP identification numbers, if any, for the Bonds for which such interest is paid." (g) In Section 203 delete the first paragraph of the Form of Bonds and insert the following: Original "Maturity Date Interest Rate Issue Date Cusip REGISTERED HOLDER: PRINCIPAL AMOUNT: The City of Boynton Beach· Florida (the "City"), a municipal corporation organized and existing under the laws of the State of Florida, is justly indebted and for value received hereby promises to pay to the registered owners shown above or registered assigns or legal representative on the dates specified above (or earlier as hereinafter referred to), upon the presentation and surrender hereof, at the principal office of · in the City of (the "Bond Registrar")· the principal sum shown above and to pay to the registered owner hereof, by check or draft mailed to the registered owner at his address as it appears on the bond registration books of the City maintained by the Trustee as Bond Registrar, interest on such principal sum from the date hereof or from the May ! or November 1 next preceding the date of authentication to which interest shall have been paid, unless such date of authentication is an May 1 or November 1 to which interest shall have been paid, in which case from such date· such interest to the maturity hereof being payable on May 1 and November 1 in each year, commencing 1, 19 , at the rate per annum specified above, until payment of such principal sum. The interest so payable and punctually paid, or duly provided for, on any interest payment date will be paid to the person in whose name this Bond is registered at the close of business on the Regular Record Date for such interest, which shall be the !5th day (whether or not a business day) of the calendar month next preceding such interest payment date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered holder on such Regular Record Date, and may be paid to the perso~in whose name this Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Bond Registrar, notice whereof being given to the owners not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Bonds of this series may be listed and upon such notice as may be required by such exchange· or as more fully provided in the Resolution, hereinafter mentioned, under which this Bond is issued. Such payment of interest shall be by check mailed to the owner at his address as it appears on the bond registration books maintained by the Bond Registrar. All such payments shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts." (h) In Section 203 at the end of the Form of Bonds delete "[Here insert appropriate provisions relating to Assignment]" and add the following: "ASSIGNMENT FOR VALUE RECEIVED the.undersigned hereby sells, assigns' and transfers unto (Please insert here, social security or other identifying number of assignee) the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within bond on the books kept for registration thereof with full power of substitution in the premises. Dated: NOTICE: The signature to this assignment must correspond with the name as it appears on the face of the within bond in every particular, without alteration or enlargement or any change whatever. Signature Guaranteed:. NOTICE: Signatures must be guaranteed by. a member firm of the New York Stock Exchange or a commercial bank or a trust company. [Notwithstanding the foregoing Form of Bonds, the paragraphs thereof may be arranged in a fashion necessary to accommodate the text in the standard form of registered bond, including placing a portion of text on the reverse of bond]." (i) Amend the first sentence in the last paragraph of · Section 207 by adding the phrase "and Shall be limited to an amount not in excess of $10,500,000" to the end of that sentence. Add the following sentence to the end of the last paragraph of Section 207: Additionally, Series of Bonds issued after the first Series of Bonds shall not be delivered by the City Manager unless accompanied by the certificates described in Section 208 Clause (d) and Section 208 clause (e) hereof and the finding within such cer- tificates that: the percentage derived by dividing the amount of actual Net Revenues shown in item (i) of clause (d) of Section 208 as adjusted b3 adding the additional Net Revenues, if any, shown in (i) and (2) of said item (i) and the additional Net Revenues, if any, shown in item (ii) of clause (e) of Section 208 by the maximum amount of the Princi- 'pal and Interest Requirements for any Fiscal Year thereafter including the Additional Bonds then re- quested to be delivered, as shown in item (ii) of clause (d), shall be not less than one hundred thirty-five percentum (135~); provided, however, that such percentage without adding the additional Net Revenues shown in item (ii) of clause (e) shall not be less than one hundred twenty percentum (120%). (j) In the third line frOm the bottom of the second paragraph in clause (h) of Section 208 change "one hundred fifteen percentum (115~)" to "one hundred twenty percentum (120%)." (k) In section 301 in the second paragraph in clause (i) add the phrase "or a part of" in the third line following the word "all" so clause (i) shall read "...(i) a redemption of all or a part of the Bonds of one or more Series from the proceeds of Refunding Bonds issued under the.provisions of Section 209 of this Resolution or from any moneys otherwise made available for the purpose, (1) In the first line of the third paragraph of Section 505 delete the words "and the Mayor". (m) In subparagraph (c) of Section 505 delete the words "with the Fiscal Agent". (n) In subparagraph (a) of Section 508 delete the words "by the Fiscal Agent". (o) .In clause Second of subparagraph (c) of Section 508 delete "Fiscal Agent" and insert"Director of Finance". (p) In the second pargraph of Section 704 delete the words "and the Fiscal Agent". Section 2 This Resolution becomes effective immediately upon its passage. PASSED AND ADOPTED this ATTE ST: I Hereby Certify That I Have Approved The' Form And Correctness of this Resolution. City Attorney 10.