Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
78-W
RESOLUTION NO. 78-W A P~S©LUTION PROVIDING FOR THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF A MUNICIPAL RECREATION2LLFACILITY IN THE CITY OF BOYNTON BEACH, FLORIDA; PROVIDING FOR THE ISSUA~NCE OF NOT EXCEEDING $1,500,000 GUARANTEED ENTITLEMENT REVENUE BONDS, SERIES 1978~ OF THE CITYTO PAY THE COST THEREOF; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH BONDS; PROVIDING FOR T~E PAYt~ENT T~_EREOF; AND 5tAKING CERTAIN OTHER COVENA_NTS A_ND AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS. BE IT RESOLVED BY THE CiTY COUNCIL OF THE CITY OF BOYNTON BEACH, FLORIDA: SECTION 1. AUTHORITY OF THIS RESOLUTION. This resolution is adopted pursuant to Chapter 166, Part II, Florida Statutes, and other applicable provisions of law. SECTION 2. DEFINITIONS, The following terms shall have the following meanings herein, unless the text otherwise expressly requires: A. "Issuer" shall mean the City B~ "Act" shall mean Chapter 166, and other applicable provisions of law. C. "Obligations" shall mean the Guaranteed Entitlement Revenue Bonds, Series 1978, herein authorized to be issued, together with any additional parisy obligations, hereinafter defined, here- after issued under the terms, conditions and limitations contained herein. D. "Holder of obligations" or "obligation holders" or any similar term shall mean any person wko shall be the bearer or owner of any outstanding obligations registered to bearer, or not registered, or the registered owner of any such obligation or obligations which shall at the time be registered other than to bearer. E. "Additional parmty obligations" shall mean additional obligations issued in compliance with the terms, conditions and limitations contained herein which have an equal lien on the guaranteed entitlement funds, hereinafter defined, and rank equally in all respects with the obligations znitiaTly issued hereunder. of Boynton Beach, Florida. Part II, Florida Statutes, number in each case shall include firms SECTION 3. as follows: A. It F. "Guaranteed entitlement funds" shall mean the guaranteed entitlement portion of the revenue sharing trust funds of the State of Florida as defined in and as distributable to the City of Boynton Beach, Florida, pursuant to Chapter 218, Florida Statutes. G. "Resolution'~ shall mean this resolution° H. "Authorized investments" shall m~an direct obligations of the United States of America, obligations unconditionally guaranteed by the United States of America, or bank savings accounts, time deposits or certificates of deposit fully secured in the manner provided by the laws of the State of Florida. i. "Fiscal year" shall mean the period commencing on October i of each year and ending on the succeeding September 30. J. "Pledged funds" shall mean the guaranteed entitlement funds plus all interest income realized from the investment of Sinking Fund and Reserve Account funds, as hereinafter provided, and all estimated interest income to be realized from the investment of Sinking Fund and Reserve Account funds derived from a portion of the proceeds from the sale of additional parity obligations issued pursuant to Section 14D herein. Words !mporting singular number shall include the plural and vice versa, and words importing persons and corporations. FINDINGS. It is hereby found and determined is necessary and desirable to acquire, construct, and equip a municipal recreational facility in the City of Boynton Beach consisting of but not limited to, a new baseball stadium, three practice fields, a softball field, track and field facilities, a recreational lake area, tetris courts and appurtenant related facilities (hereinafter called "project"). B. Pursuant to the Act, the Issuer is authorized to pledge the guaranteed entitlement funds to pay the principal of and interesn on the obligations to be issued as hereinafter set forth. C. The estimated cos% of the project, as above described, is the sum of One ~Lillion Five Hundred Thousand Dollars ($1,500,000). -2- Such cost shall be paid from the proceeds of the sale of the obliga- tions herein authorized. Such cost, in addition to the specific items contained in the plans and specifications for the project, shall be de~ed to include legal, engineering and architectural fees, bond discount, if any, reimbursement to ~e general fund of the issuer for advancements made for any part of the cost of the Project, and other expenses related to the project and the placing of same in operation. D. The principal of and interest on the obligations to be issued pursuant to this resolution and all other payments provided for herein will be payable solely from the pledged funds as herein provided, and such funds will be sufficient for such purposes. E. The Issuer will not be reauired to levy taxes on any real property therein to pay the principal of or interest on the obligations herein authorized or to make any other payments provided ~or herein. The obligations issued pursuant to this resolution shall not constitute a lien upon any properties of or in the Issuer, but shall be payable solely from and secured by a prior lien upon and pledge of the guaranteed entitlement funds as herein provided. SECTION 4. t~ESOLUTION TO CONSTITUTE CONTRACT. In considera- tion of the acceptance of the obligations authorized to be issued hereunder by those who shall hold the sable from time to time, this resolution shall be deemed to be and shall constitute a contract between the Issuer and such holders. The covenants and agreements herein set forth to be performed by the Issuer shall be for the equal benefit, protection and security of the legal holders of any and all of such obliga%ions and the coupons attached thereto, all of which shall be of equal rank and without preference, priority or distinction of any of the obligations or coupons over any other thereof, exceD~ as expressly provided therein and herein. SECTION 5. AUTHORIZATION OF OBL!C=ATIONS. Subject and pursuant to the provisions of this resolution, obligations of ~he Issuer to be known as "Guaranteed Entitlement Revenue Bonds, Series 1978", here~n sometimes referred to as "obligations", are hereby authorized to be issued in the aggregate principal amount of no~ exceeding One Million Five Hundred Thousand Dollars ($1,500,000). -3- SECTION 6. DESCRIPTION OP OBLIGATIONS. The obligations shall b~ numbered consecutively from one upward; shall be in ti~e denomination of $5,000 each; shall bear interest at not exceeding the maximum rate per annum as permitted by law, such interest to be payable semiannually; shall be dated, and shall mature in n~ericat order, lowest numbers first~ in such years, not exceeding twenty years from their date, and in such amounts, all as shall be determined by subsequent resolution of the Issuer adopted at or prior to the sale of said obligations. Such obligations shall be issued in coupon form; shall be payable to bearer unless registered as hereinafter provided; shall be payable with respect to both principal and interest at a place or places to be determined by the Issuer prior to the delivery of the obligations; shall be payable in lawful money of the United States of ~merica; and shall bear interest from their date, payable in accordance with and upon surrender of the appurtenant interest coupons as they severally mature. SECTION 7. EXECUTION OF OBLIGATIONS AND COUPONS. The obligations shall be executed in the name of the Issuer by the Mayor and counters!gned and attested by the City Clerk, and its corporate seal or a facsimile thereof shall be affixed thereto or reproduced thereon. The facsimile signature of such Mayor or City Clerk may be L~printed or reproduced on the obligations, provided that at least one signature required to be placed thereon shall be manually subscribed. In case any officer whose signature shall appear on any of the obligations shall cease to be such officer before the delivery of such obligations, such signature or facsimile shall never- theless be valid and sufficient for all purposes the same as if he or she had remained in office until such delivery. Any obligation may be signed and sealed on behalf of the Issuer by such person who at the actual time of the execution of such obligations shall hold the proper office in the Issuer, although at the date of such obligations such person may not have held such office or may not have been so authorized. -4- The coupons attached to the obligations shall be authenticated with the facsimile signature of any present or future P~yor and City Clerk, and the validation certificate on the obligations shall be executed with the facsimile signatures o~ such Mayor and City Clerk. The Issuer may adopt a~d use for such purposes the facsimile signatures of any person who shall have been such Mayor or City Clerk at any time on or after the date of the obligations, notwith- standing that he may have ceased to be such officer at the time such obligations shall be actually sold and delivered~ SECTION 8. NEGOTiABiLITY AND REGISTP~TI©N. The obliga- tions issued hereunder shall be, and shall have all of the qualities and incidents of negotiable instruments under the law merchant and the laws of the State of Florida, and each successive holder, in accepting any of the obligations or the coupons appertaining thereto, shall be conclusively deemed to have agreed that such obligations shall be and have all of the qualities ~nd incidents of negotiable instruments ,~ader the law merchant and the laws of the State of Florida. The obliqations may be registered at the option of the holder as to principal only at the office of the City Clerk, as Registrar, or such other Registrar as may be hereafter duly appointed, such registration to be noted on the back of the obligations in the space provided therefor. After such registration as to principal only, no transfer of the obligations shall be valid unless made at such office by the written assignment of the registered owner, or by his duly authorized attorney in a form satisfactory to the Registrar, and similarly noted on the obligations, but the obligatlons may be discharged from registration by being in like manner transferred to bearer and thereupon transferability by delivery shall be restored. At the option of'the holder, the obligations may thereafter from time to time be registered or transferred to bearer as Such registration as to principal bility of the coupons which shall SECTION 9. OBLIGATIONS only shall not affect the continue to pass by delivery. MUTiLATED, DESTROYED, STOLEN OR again before. negotia- LOST. In case any obligation shall become mutilated, or be d~stroyed, stolen or lost, the Issuer may, in its discretion, issue and deliver -5- a new obligation with all uP.matured coupons attached of like'tenor as the obligation and attached coupons~ if any, so mutilated, destroyed, stote~ or lost, in exchange arzd substitution for such mutilated obligation, upon surrender and cancellation of such mutilated obligation and attached coupons, if any, or in lieu of and substitution for the obligation and attached coupons, if any, destroyed~ stolen or lost, and upon the holder furnishing the Issuer proof of his ownership thereof and satisfactory inden~ity and complying with such other reasonable regulations and conditions as the Issuer may prescribe and paying such. sxpenses as the Issuer may incur. All obligations and coupons so surrendered shall be cancelled by the City Clerk. If any such obiiqat±ons or coupons shall have matured or be about to mature, instead of issuing a substitute obligation or coupon, the Issuer may pay the s~Le, upon being indemnified as aforesaid, and if such obligation or coupons be lost, stolen or destroyed, without surrender thereof. Any such duplicate obligation and coupons issued pursuant to this section shall constitute original, additional contractual obligations on the part of the Issuer whether or not the lost, stolen or destroyed obligations or coupons be at any time found by anyone, and such duplicate obligations and coupons shall be entitled to equal and proportionate benefits and rights as to lien on and source and security for payment from the funds, as hereinafter pledged, to the same extent as all other obligations and coupons issued hereunder. SECTION t0. PROVISION FOR REDEMPTION. The obligations, or any portion thereof, may be made redeemable prior to maturity, at such prices and upon such terms and conditions as skall be fixed by subsequent resolution of the Issuer adopted prior to the issuance thereof. Notice of such redemption (i) shall be published at least thirty (30) days prior to the redemption date in a financial journal published in the Borough Qf Manhattan, City and State of New York, and in a newspaper or newspapers of general circulation ~n the Issuer; (ii) shall be filed with the paying agent at least thirty -6- (30) days prior to the redemption date; and (iii) shall be mailed, postage prepaid~ at least thirty (30) days prior to the redemption date to all registered owners of obligations to be redeemed at their respective addresses as they appear on the registration books. Interest shall cease on any obligations duly called for prior redemption after the redemption date, if payment thereof has been duly provided for. SECTION !i. FOUNt OF OBLIGATIONS AND COUPONS. The text of the obligations, the interest coupons and ~he certificate Of validation to be attached thereto shall be of substantially the following fo_tm, with such ommssions, insertions and variations as may be necessary and desirable and authorized or permitted by this resolution or mn any subsequent resolution adopted prior to the issuance thereof: -7- $5,000 UNITED STATES OF AMERICA STATE~ OF FLORIDA CITY OF BOYNTON BEACH GUARA~NTEED ENTITLF~iENT REVENUE BOND SERIES 1978 KNOW ALL MEN BY THESE PRESENTS, that the City of Boynton Beach, Florida (hereinafter referred to as "City"), for value received hereby promises to pay to the bearer, or if this bond be registered, to the registered holder as herein provided, on the first day of , 19_._~ solely from the special funds hereinafter mentionedf the prmncipal sum of FIVE THOUSAND DOLLARS and to pay Interest thereon from the date of this bond until payment of such sum at the rate of per centum ( %) per ann,~m, payable semiannually on the first day -of and the first day of of each year upon the presentation and surrender of the annexed coupons as they severally fall due. Both principal of and interest on this bond are payable at , or at the option of the holder at , in lawful money of the United States of America. This bond is one of an authorized issue of bonds, in the aggregate principal amount of One ~illion Five Hundred Thousand Dollars ($1,500,000) of like date, tenor and effect, except as to number, interest rate (if all bonds do not bear the s~me rate), and date of maturity, issued to finance the cost of the acquisition, construction, and equipping of a municipal recreational facility in the City, under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 166, Part Ii, Florida Statutes, and other applicable provisions of law, and a resolution duly adopted by the City on the day of April, 1978 (hereinafter referred to as the "Resolution"), and is subject to all the terms and conditions of such Resolution. -8- This bond and the coupons appertaining thereto are payable solely from and secured by a prior lien upon and a pledge of the guaranteed entittement portion of th~ revenue sharing trust funds of ~he State of Florida as defined in and as distributable to the City pursuant to Chapter 218, Florida Statutes and ~he income from certain investments (hereinafter collectively called "piedged funds"), in the manner provided in the Resolution. This bond does not constitute an indebtedness of the City within the meaning of any constitutional, statutory or charter provision or limitatien. it is expressly agreed by the holder of this bond that such holder shall never bare th~ right to require or compel le~ of ad valorem taxes for the payment of the principal of and interest on this bond or for the making of any sinking f~nd or other payment provided for in the Resolution. This bond and the indebtedness evidenced thereby shall not constitute a lien upon any property of or in the~City, but shall constitute a lien only upon the pledged funds in the manner above recited. It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed precedent to and in ~he issuance of this bond exist, have happened and have been performed in regular and due form and time as required by th~ statutes and Constitution of the State of Florida applicable thereto and that the issuance of this bond and of the issue of bonds of which this bond is one, does not violate any constitutional, statutory or charter limitation. This bond and the coupons appertaining thereto are and have all the qualities and incidents of a negotiable instrument under the law merchant and the laws of the State of Florida. (Insert Redemption Provisions) Notice of such redemption shall be given in the manner required by the Resolution. This bond may be registered as to principal only in accordance with the provisions endorsed hereon. -9- IN WITNESS ~UHEREOF, the City of Boynton Beach, Florida has issued this bond and has caused the same to be signed by the Mayor and attested and countersigned by the City Clerk· either manually or with their facsimile signatures, and its corporate seal to be affixed, impressed, imprinted~ lithographed or reproduced hereon, and has caused the interest coupons hereto attached to be executed with the facsimile signatures of such Mayor and City Clerk, ail as of the first day of ~ 1978. CITY OF BOYNTON BEACH, FLORIDA (SEAL): ATTESTED AND COUNTERSIGNED: By Mayor City Clerk The foregoing Bond have been approved and correctness. and attached coupons by me as to form City Attorney No. FO~ OF COUPON $ On the first day o~ ~ 19 , unless the bond to which this coupon is attached is callable and has been duly called for prior redemption and provision duly made for the payment thereof, the City of Boynton Beach, Florida, promises to pay to bearer at · or at the option of the holder at , from the special zun~s described this coupon is attached, the amount shown hereon, of the United States of America upon presentation in the bond to which in lawful money and surrender of this coupon, Entitlement numbered being slx months' interest then due on its Guaranteed Revenue Bond· Series 1978, dated , 1978, City Clerk Mayor -10- VY~IDATION CERTIFICATE This bond is one of a series of bonds which were validated and confirmed by Judicial Circuit, on =ircu~u Cou~u of the F~fteenth judgment of the ~' ; ..... ~ mn anm mot galm Beach County~ Florida, rendered , 1978. City Clerk Mayor REGISTRATION PROVISIONS This bond may be registered as to princlpa! only in the name of the holder on the books to be kept by the City Clerk of the City of Boynton Beach, Florida, as Registrar, or such other Registrar as may be subsequently designated by such City, such registration being noted hereon by such Registrar in the regis- tration blank below~ after which no transfer shall be valid unless made by the registered holder, or his attorney duly authorized, and noted on such books and in the registration blank below, but it may be discharged from registration by being transferred to bearer after which it shall be transferable by delivery, but it may tered as before. Snch registration shall not restrain of the coupons by delivery. DATE OF IN WHOSE N~ME REGISTRATION REGISTERED be agaln reg%s- the negotiability SIGNATURE OF REGISTRAR -11- SECTION 12. SECURITY FOR OBLIGATIONS. The principal of and interest on the obligations shall be secured forthwith equally and ratably by a prior lien upon and a pledge of the pledged funds, as herein defined. The Issuer hereby irrevocably pledges such funds to %he pasteur of the principal of and interest on the obligations issued hereunder. SECTION 13. OBLIGATIONS NOT DEBT OF ISSUER. Neither the obiigatlons nor the coupons shall be or constitute general obliga- tions or an indebtedness of the Issuer within the meaning of any constitutional or statutory limitation of indebtedness, but shall be payable solely from and secured by a prior lien upon and a pledge of the pledged funds, as herein provided. No holder or holders of any obligations issued hereunder or of any coupens appertaining thereto shall ever have the right to compel the leaf of ad valorem taxes to pay the obligatiens or interest thereon. SECTION 14. COVENANTS OF ISSUER. the principal of and interest on any of the outstanding and unpaid or until there shall For as long as any of obligations shall be have been set apart in the Sinking Fund and the Reserve Account therein, herein established, a sum sufficient to pay when due, the entire principal amount of the obligations remaining unpaid, together with interest accrued or to accrue thereen, the issuer covenants with the holders of each and all of the obligations as follows: A. REVENUE FUND. The entire proceeds of the guaranteed entitlement funds shall upon receipt thereof be deposited in the "Guaranteed Entitlement Funds Revenue Fnnd" (hereinafter called "Revenue Fund"), hereby created and established. Such Revenue Fund shall constitute a trust fund for the purposes herein provided, and shall be kept separate and distinct from all other funds of the Issuer and used only for the purposes and in ~he manner herein provided. B. DISPOSITION OF REVENUES. All revenues at any time re- maining on deposit in the Revenue Fund shall be disposed of on or before the fifteenth (15th) day of each month; commencing in the -12- month ~ediately following the delivery of the obligations only in the following manner and in the following order or priority: (1) From the moneys in the Revenue Fund, the Issuer shall first deposit into a separate fund which is hereby created and desig- nated "Guaranteed Entitlement Funds Revenue Bonds, Series 1978 Sinking Fund" (hereinafter called "Sinking Fund")~ such sums as will be sufficient to pay one-sixth (1/6) of all interest becoming due on the obligations on the next semiannual interest payment date and, commencing in the first month which is twelve months prior to the first maturity date of the obligations, one-twelfth [I~2) of all principal maturing on the obligations on the next maturity date. All such payments, as provided above, shall include an amount sufficient to pay the fees and charges of the paying agents. Such monthly payments shall be increased or reduced propornionately to the extent required to pay such interest becoming due, after making allowance for the amounts of money which will be deposited in the Sinking Fund out of proceeds from the sale of the obligations to pay interest on the obligations during the construction period. (2) Moneys remaining in the Revenue Fund shall next be applied by the Issuer for the establishment and __maintenance of a Reserve Account in the Sinking Fund in a sum at least equal to and sufficient to pay the maximum ~mount of principal and interest on all outstanding obligations becoming due in any ensuing fiscal year. Such sum shall be initially provided from a portion of the proceeds of the sale of the obligations. Thereafter, to the extent required to maintain said Reserve Account, there shall be deposited therein an amount equal to one-twelfth (1/12) of twenty percent (20%) of the maximum amount of princmpa! and interest on all outstanding obligations becoming due mn any ensuing fiscal year. No further payments shall be required to be made into such Reserve Account as long ~s there shall remain on deposit theremn a sum equal to the maximum amount of principal and interest on all outstanding obliga- tions becoming due in any ensuing fiscal year. Any wi~hdrawa!s from the Reserve Account shall be sub- sequently restored from the first moneys available in the Revenue -13- Fund after all required Reserve Acccunt, including all deficiencies for prio~ have been made in full. Moneys in the Reserve Account shall be used current payments for the Sinking Fund and payments, only for ~he purpose of the payment of maturing principal of or interest on the obligations when the other moneys in the Sinking Fund are in- sufficient therefor, and for no other purpose. (3) Upon the issuance by the Issuer of any additional parity obligations under the terms, limitations and conditions pro- vided in this resolution, the payments into the Sinking Fund shall be increased in such amounts as are necessary to make the payments required above for the principal of and interest on, and reserve for such additional parity obligations on the same basis as herein- above provided with respect to the outstanding obligations. The Issuer may establish and maintain separate reserve accounts for each issue of additional parity obligations; provided that the sum re- quired to be accumulated and maintained on deposit in the Reserve Account created hereunder and in the separate reserve accounts shall be at least equal to the maximum principal of and interest on all obligations outstanding, including the additional parity obligations, becoming due in any ensuing fiscal year. Such required s'~ may be paid in full or in part from the proceeds of such additional parity obligations or may be accumulated in equal monthly payments in the separate reserve accounts over such period of years, not~ however, to exceed five (5) years from the date of the respective issue of additional parity obligations, as determined by the Issuer. ~he Issuer shall not be required to make any further pay, ments into the Sinking Fund or into the Reserve Account when the aggregate amount of moneys in both the Sinking Fund and Reserve Account are at least equal to the aggregate principal amount of obligations then outstanding, plus the amount of interest then due or thereafter to become due on such obligations then outstanding. The Sinking Fund and the Reserve Account shall constitute trust funds for the purposes provided herein for such funds. All such funds shall be continuously secured in the same manner as state -14- and municipal deposits are required to be secured by the laws of the State of Florida. Money in the Reserve Accouter may b~ invested and reinvested in anthorized investments maturing ~o later %hah the final maturity of the obligations, or must otherwise be maintained in cash. Money in the Sinking Fund, other than the Reserve Account, may be mnvested in authorized investments maturing at such time or times necessary to meet the requirements of such Fund. Any and all income received by the Issuer from such investments shall be deposited into the Revenue Fund. (4) Thereafter, the remaining moneys in the Revenue Fund in each month shall be returned to the Issuer to be used for any lawful purpose. C. ISSUANCE OF OTHER OBLIGATIONS. The Issuer will not issue any other obligations, except upon the conditions and in the manner provided herein, payable from the guaranteed entitlement funds, nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or any other charge having priority to or being on a parity with the lien held by ~ne holders of the obligations upon the guaranteed entitlement funds, or any part thereof. Any other obligations issued by the Issuer, in addition to the obligations authorized by this resolution or additional parity obligations provided for in Subsection D below, shall contain an express statement that such obligations are junior and subordinate in all respects to the obligations ~ssued pursuant to this reselution as to lien on and source ~nd securmty for payment from the guaranteed entitlement funds. D. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS. No additional parity obligations shall be issued after the issuance of any obligations, except for the construction of capital projects or for refunding purposes, and except under the following conditions and in the manner herein provided: (1) The guaranteed entitlement funds recezved by the Issuer during the fiscal year im~ediately preceding the sale of the proposed additional parity obligations,as certified by an independent Certified Public Accountant, shall have been at least equal to one -15- hundred fifty per centum (150%) of the maximum amount of principal and interest which will become due in any fiscal year thereafter on the obligations then ~utstanding and the additional parity obliga- tions then proposed to be issued. (2) No default shall have occurred in complying with any of the covenants, terms or provisions in this resolution, and all payments required by this resolution to be made into the funds and accounts established hereunder shall have been made to ~he full extent required. E. REMEDIES. Any holder of obligations, or ~f any coupons appertaining thereto, issued under the provisions of this resolution, may either by suit, action, mandamus or other proceedings tn any court of competent jurisdiction, protect and enforce any and all rights under the laws of the State of Florida or granted and contained in the Act and this resolution, and may enforce and compel the payment of all sums and the performance of all duties required by this resolution or by any applicable statutes ~o be performed by the Issuer, or by any officer thereof~ including, but not being limited to, the application and distribution of the ~uaranteed entitlement fu~nds in the manner provided in this resolution. F. B©OKS AND RECORDS. The Issuer shall also keep books and records of the receipt of all pledged funds received by it, which such books and records shall be kept separate and apart from all other books, records and accounts of the Issuer and any holder of an obligation or obligations shall have the right at all reasonable times to inspect all records, accounts and daca of the Issuer relating thereto. G. ANNUAL AUDIT. The Issuer shall also, at least once a year, within ninety (90) days after the close of the fiscal year, cause the books, records and accounts relating to such pledged funds to be properly audited by the State Auditor General or by an independent firm of certified public accountants. H~ NO I~V~AI~ViENT OF GUARANTEED ENTITLEMENT FUNDS. The Issuer will not take any action which will impa!r or adversely affect the guaranteed entitlement funds, as herein pledged, or -16- impair or adversely affect in any manner the pledge of the guaranteed entitlement ~ ~ ~und~ made herein or the rights of the holders of the obligations issued pursuant to this resolution. The Issuer shall be ~conditionally and irrevooab!y obligated, so long as any of the obligations or the interest thereon are outstanding and unpaid, to take all lawful action necessary or required to continue to entitle the Issuer to receive the guaranteed entitlement funds in the same amounts and at the same rates as now provided by law to pay the principal of and interest on the obligations and to make the other payments provided for herein. This provision shall not be construed to prevent action by the Issuer which will or might have the effect of reducing the amount or rate of the guaranteed entitlement funds, as long as ~ucn ~unas to be collected by the issuer in each year thereafter will be sufficient to make the payments provided for herein. The Issuer shall always be irrevocably and unconditionally obligated to take such action as may be required to entitle it to receive such guaranteed entitlement funds in the maximum amount provided by law. SECTION i5. CONSTRUCTION TRUST FUND. Ail of the proceeds derived from the sale of the obligations (except an amount equal to accrued interest to be deposited in the Sinking Fund, and an amount equal to the maximum amount of princ!pal and interest to become due in any ensuing obligation year on the obligations to be deposited in the Reserve Account) shall be deposited in a trust fund which is hereby created, established and designated the "Construction Trust Fund~. Such Construction Trust Fund shall be deposited and maln~lned~ ~ ' with any banking institution in the State of Florida approved as a depository and subsequently designated by the Issuer. The money therein shall be used only for the payment of the cost of the project as hereinabove defined, but, pending such application, may be invested in authorized investments maturing no later than the date on which such money shall be needed for the payment of such costs. Any and all income rece!ved by the Issuer from such investments shall, at the option of the Issuer, be deposited in the Sinking Fund or retained in the Construction Trust Pund. -17- Ail expenditures and disbursements from the Construction Trust Fund shall be made only after such .expenditures and disbursements shall, have been approved in writing by the City Manager or his designee. ~ny balance of unexpended money in the Construction Trusu Fund after the completion of the projects shall be deposited in the Sinking Fund. SECTION 16. RIGHTS OF HOLDERS. The holders of the obligations shall have no responsibility for e_he application and use of the proceeds received from the sale thereof and the applica- tion and use of such proceeds by the Issuer shall in no way affect the rights of the obligation holders. The issuer shall be irrevocably obligated, upon receipt thereof, to use the pledged funds to pay the prlncipal of and interest on the obligations and to make all reserve and other payments provided for herein, notwithstanding any failure of the Issuer to apply such obligation proceeds in the manner provided herein. SECTION 17. ISSUANCE AND SALE OF OBLIGATIONS. The obligations shall be issued and sold in such manner and at such price or prices consistent with the provisions of the Act as the Issuer shall hereafter determine by resolution. SECTION 18. ARBITRAGE. No use will be made of the proceeds of the obligations which, if reasonably expected on the date of issuance of the obligations, would cause the same to be "arbitrage bonds~ within the meaning of the Internal Revenue_Code. The Issuer at ali times while the obligations and the interest thereon are outstanding will comply with the requirements of Section 103[c) of the internal Revenue Code and any valid and applicable rules and regulations of the Internal Revenue Service. SECTION 19. MODIFICATION OR A~LENDMENT. No material modification or amendment of this resolution or of any resolution amendatory hereo~ orsupplemental hereto, may be made without the consent in writing of the holders of two-thirds or more in principal ~mount of the obligations then outstanding$ provided, however, that no modification or amendment shall permit a change in the maturity of such obligations or a reduction in the rate of interest thereon -18- or in the ~mount of the principal obligation or affecting the unconditional promise of the issuer to collect such guaranteed entitlement funds as herein provided, or to pay the principal of and interest on the obligations as the same shall become due from the pledged funds~ or reduce such percentage of holders of suck obligations, requmred above, for such modificatmons or ~endments, without the consent of the holders of all of such obligations; provided further, however, that no such modificatmon or amendment shall allow or permit any acceleration of the payment of principal of or interest on the obligations upon any default in the pa]~ent thereof whether or not thereto. SECTION 20. covenants, agreements the holders of the obligations consent SEVERABILiTY. If any one or more of the or provisions of this resolution shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provzsions, and mn no way affect the validity of all the other provisions of this resolution or of the obligations or coupons issued hereunder. SECTION 21. CITY ATTORNEY. The City Attorney shall certify on the face of each obligation, by his manual or facsimile signature, that such obligation and the attached coupons have been approved by him as to form and correctness. SECTION 22. VALIDATION AUTHORIZED. The City Attorney is hereby authorized and directed to institute appropriate proceedings in the Circuit Court of the Fifteenth Judicial Circuit~ in and for Palm Beach County, Florida, for the validation of the obligations. SECTION 23. EFFECTIVE DATE. This resolution shall take effect immediately upon its adoption. -19- PASSED AND ADOPTED this ~)%~ .day of April, 1978. CITY OF BOYNTON BEACh, FLORIDA /- Coun~i lmember Counci lmembe r ATTEST= City Cle (Corp. Seal) -20-