R15-030 1 RESOLUTION NO. R15 -030
2
3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA
4 AUTHORIZING THE COMMUNITY REDEVELOPMENT
5 AGENCY OF THE CITY TO ISSUE ITS TAX INCREMENT
6 REVENUE BONDS, SERIES 2015, IN THE PRINCIPAL AMOUNT
7 OF $5,005,000; AUTHORIZING THE CITY TO GUARANTY THE
8 OBLIGATIONS OF THE COMMUNITY REDEVELOPMENT
9 AGENCY UNDER THE BONDS; AND PROVIDING AN
10 EFFECTIVE DATE.
11
12 BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON
13 BEACH, FLORIDA, AS FOLLOWS:
14
15 Section 1: The Boynton Beach Community Redevelopment Agency (the "Agency ") is
16 hereby authorized to issue its Tax Increment Revenue Bonds, Series 2015 (the "Bonds ") in the
17 principal amount of $5,005,000, and having such other terms and conditions as authorized by
18 the Agency's Bond Resolution No. 04 -04 adopted December 6, 2004, as amended and
19 supplemented from time to time.
20
21 Section 2: The City determines that it will further a paramount public purpose for the
22 City to guaranty the payment of the Bonds, and the City shall guaranty the payment of the
23 Bonds. The City Manager is hereby authorized and directed to execute the Guaranty in the
24 form attached hereto as Exhibit "A ".
25
26 Section 3: This Resolution shall take effect immediately upon its passage.
27
28 PASSED AND ADOPTED this 17 day of March, 2015.
29 CITY OF BOYNTON BEACH, FLORIDA
30
31 YES NO
32
33 Mayor — Jerry Taylor a/
34
35 Vice Mayor — Joe Casello d
36
37 Commissioner — David T. Merker ✓
38
39 Commissioner — Mack McCray
40
41 Commissioner — Michael M. Fitzpatrick
42
43 _
44 VOTE `J - 0
45 A $kS.
46 " "�
47 . <WiAtIr-tel-AL/b •
48 a�; L i Prainit69 MC
49 k A
50 -
51 (C )
Guaranty Agreement
The City of Boynton Beach, Florida (the "City ") makes this Guaranty Agreement (this
"Guaranty "), dated March 26, 2015, as follows:
1. Guaranty. The City hereby guarantees the full and prompt payment when due, whether by
acceleration or otherwise, of the principal of and interest on the Boynton Beach Community
Redevelopment Agency Tax Increment Revenue Bond, Series 2015 (the "Bond"), issued of even date
herewith in the principal amount of $5,005,000.00.
2. Governing Law. The City further agrees that this Guaranty shall be governed by and
construed in accordance with the laws of the State of Florida and is performable in the State of
Florida.
3. Definitions. Terms used herein and not otherwise defined herein have the meanings ascribed
thereto in Resolution No. 04 -04 (the "Resolution "), adopted December 6, 2004, by the Boynton
Beach Community Redevelopment Agency (the "Agency "), as amended and supplemented,
particularly by Resolution No. 15 -01, adopted by the Agency on March 10, 2015.
4. Termination. This Guaranty may not be amended or terminated by the City for so long as the
Bond is Outstanding.
5. Financial and Other Information. The City agrees to furnish the Agency with such
information regarding the City as may be requested by the Agency in order to enable the Agency to
comply with its obligations pursuant to Section 5.13 of the Resolution.
6. Guarantor Duties. For so long as Section 1 hereof is in effect, upon receipt of telephonic
notice, such notice subsequently confirmed in writing by registered or certified mail, or upon receipt
of written notice by registered or certified mail, by the City from the Holder of the Bond that a debt
service payment on the Bond required to have been made by the Agency has not been made, the City
within one Business Day after receipt of notice of such nonpayment will pay to the Holder of the
Bond funds sufficient for the payment of any such guaranteed amounts which are then due.
7. Limited Obligation. Notwithstanding any other provision of this Guaranty, the City is not and
shall not be liable for the payment of any amount hereunder or for the performance of any obligation
or agreement hereunder from any source other than the "Non -Ad Valorem Revenues" appropriated
for such purpose in the manner and to the extent described in this Section 7. The term "Non -Ad
Valorem Revenues" means all revenues of the City derived from any source other than the exercise
of the ad valorem taxing power of the City, but only to the extent the same may lawfully be used to
make payments hereunder. No person or entity shall have any right to resort to legal or equitable
action or revenues to require or compel the City to make any payment hereunder from any source
other than such Non -Ad Valorem Revenues.
The City covenants that should it be required to make any payment hereunder it will appropriate in
its annual budget, by amendment, if required, from Non -Ad Valorem Revenues, amounts sufficient
to make such payment. In the event that the amount previously budgeted for such purpose at any time
is insufficient to make any payment required to be made hereunder, the City covenants to take
immediate action to amend its budget so as to budget and appropriate an amount from Non -Ad
Valorem Revenues sufficient to make such payment. Such covenant to budget and appropriate from
Non -Ad Valorem Revenues shall be cumulative to the extent not paid and shall continue until such
Non -Ad Valorem Revenues sufficient to make all required payments have been budgeted,
appropriated and used to make payments required to be made hereunder.
8. Enforcement. This Guaranty may be enforced by the Holder of the Bond, which is a
beneficiary of the provisions hereof.
IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be executed as of the 26th
day of March, 2015.
CITY OF BOYNTON BEACH, FLORIDA
By: /
Its City Manag-.
if
2
CERTIFICATE OF CITY CLERK
I, the undersigned City Clerk of the City of Boynton Beach, Florida, DO HEREBY CERTIFY
that attached hereto is a true and correct copy of Resolution No. R15 -030 duly adopted March 17,
2015 and that such resolution remains in force on the date hereof and has not been amended or
supplemented.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 26th day of March, 2015.
4 Y. r & 1 '
s a9 m -...► J:. • .
lity Clerk
CERTIFICATE OF TRUE COPY
I, the undersigned City Clerk of the City of Boynton Beach, Florida, DO HEREBY CERTIFY
that attached hereto are true and correct copies of letters that were mailed, pursuant to Section
163.346, Florida Statutes, by the Office of the.City Clerk on February 20, 2015.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 26th day of March, 2015.
a .
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Y
h * ' Iity Clerk
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RESOLUTION NO. 15-01
A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE BOYNTON
BEACH COMMUNITY REDEVELOPMENT AGENCY, SUPPLEMENTING
RESOLUTION NO. 04-04, AUTHORIZING THE ISSUANCE BY THE AGENCY
OF $5,005,000 IN PRINCIPAL AMOUNT OF ITS TAX INCREMENT REVENUE
BOND, SERIES 2015 TO REFINANCE THE AGENCY'S TAX INCREMENT
REVENUE BONDS, SERIES 2005B; APPROVING THE FORM AND TERMS OF
SUCH SERIES 2015 BOND; AWARDING THE SALE OF TFM SERIES 2015
BOND AND MAKING CERTAIN FINDINGS IN CONNECTION THEREWITH;
APPOINTING A PAYING AGENT AND REGISTRAR FOR THE SERIES 2015
BOND; APPROVENG AN ESCROW DEPOSIT AGREEMENT AND
APPOINTING AN ESCROW AGENT; MAKING CERTAIN COVENANTS AND
AGREEMENTS FOR THE BENEFIT OF THE OWNER OF SUCH BOND;
PROVIDING FOR THE CREATION OF FUNDS AND ACCOUNTS; AND
PROVING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF TILE BOYNTON
BEACH COMMUNITY REDEVELOPMENT AGENCY:
SECTION 1. Definitions. Terms used herein and not otherwise defined herein shall have
the meanings ascribed thereto by Resolution No. 04-04, adopted by the Board of Commissioners 021
December 6, 2004 (as supplemented by Resolution No. 05-13 adopted by the Board of
Commissioners on December 13, 2005, collectively, the "Base Resolution"). In addition, when used
in this Resolution, the following terms shall have the following meanings, unless the context clearly
otherwise requires:
"Guaranty" means the Guaranty Agreement, dated of even date with the Series 2015 Bond,
pursuant to which the City guarantees the timely payment of the principal and interest on the Series
2015 Bond, and which shall be in substantially the form attached hereto as Exhibit A.
"Refunded Bonds" means the all of the Agency's Tax Increment Revenue Bonds, Series
2005B maturing on and after October 1, 2015.
"Series 2015 Bond" shall mean the Agency's Tax Increment Revenue Bond, Series 20 i 5,
authorized pursuant to Section 3 hereof.
SECTION 2. Authority for This Resolution. This Resolution is adopted pursuant to the
provisions of the Act.
SECTION 3. Authorization, Description and Terms of Series 2015 Bond, A Series of
Bonds entitled to the benefit, protection and security of the Base Resolution is hereby authorized in
the principal amount of $5,005,000 for the principal purpose of providing funds to refund the
Refunded Bonds. Such Series shell be designated as, and shall be distinguished from the Bonds of
all other Series by the title "Tax In cremein Revenue Bond, Series 2015." The Series 2015 Bond shall
not be issued except upon compliance with the requirements of the Base Resolution for the issuance
thereof as Additional Bonds thereunder.
The Series 2015 Bond shall be issued as a fully registered Bond hi the principal amount of
$5,005,000; shalt be dated the date of its initial issuance and delivery, and shall have such other
terms and provisions as set forth in the form of the Series 2015 Bond attached hereto as Exhibit B.
SECTION 4. Paying Agent and Registrar for Series 2015 Bond. The Agency hereby
appoints the Office of the Finance Director of the Agency as the Paying Agent and Registrar with
respect to the Series 2015 Bond.
SECTION 5. Award of the Series 2015 Bond. The Agency solicted proposals from
interested financial institutions for the purchase of the Series 2015 Bond and received seven
proposals, of which the proposal of Branch Banking and Trust Company offered the most favorable
terms to the Agency. The Agency hereby determines that a negotiated sale of the Series 2015 Bond
is in the best interest of the Agency and the citizens and inhabitants of the Agency because the
Agency can obtain the best terms through negotiation. The Series 2015 Bond shall be sold to Branch
Banking and Trust Company. Prior to the issuance of the Series 2015 Bond, Branch Banking and
Trust Company shall file with the Agency the disclosures required by Section 218.385, Florida
Statutes and competitive bidding for the Series 2015 Bond is hereby waived pursuant to the authority
of Section 218.385, Florida Statutes.
SECTION 6. Redemption of Refunded Bones. The Chair is authorized and directed for
and in the name of the Issuer to execute and deliver an Escrow Deposit Agreement, in substantially
the form attached hereto as Exhibit, C, to provide for the refunding and redemption of the Refunded
Bonds, with such changes as shall be approved bythe official executing the same consistent with this
Resolution, such execution to constitute conclusive evidence of such approval. The Issuer hereby
appoints U.S. Bank Natioral Association as Escrow Agent pursuant to the Escrow Deposit
Aarecnn ent.
The Issuer hereby irrevocably elects, effective upon and only upon the issuance of the Series
2015 Bonds, that the Refunded Bonds shall be called for redemption on such dates and for such
prices as specified in the Escrow Deposit Agreement,
SECTION 7. Application of Series 2015 Bond Proceeds; Other Amounts Proceeds flora
the sale of the Series 2015 Bonds shall be applied to make the deposit to the Escrow Deposit Trust
Fund as required by the Escrow Agreement, and the balance shall be applied to pay costs of issuance
of the Series 2015 Bond. All amounts on deposit in the Series 2005B Subaccount of the Reserve
Fund on the date of issuance of the Series 2015 Bonds shall be deposited in the Escrow Deposit
Trust Fund under the Escrow Agreement.
SECTION 8. Execution and Delivery of the Series 2015 Bond. The Chair is hereby
authorized and directed on behalf of the Agency to execute the Series 2015 Bond as provided herein,
and such official is hereby authorized and directed upon 'the execution of the Series 2015 Bond to
deliver the Series 2015 Bond in the amount authorized to be issued hereunder to the Registrar for
authentication and delivery to or upon the order of Branch Banking and Trust Company upon
payment of the purchase price set forth herein.
SECTION 9. The City Guaranty. The Series 2015 Bond shall not be issued unless the City
shall have executed and delivered the Guaranty to the Agency and to Branch Banking and Trust
Company. If at any time the funds available for the payment of principal of and interest on the Series
2015 Bond shall be insufficient for such purpose, then the Paying Agent or the Holder of the Series
2015 Bond shall make demand on the City pursuant to the Guaranty for such funds. In the event the
City shall make payment of principal of or interest on the Series 2015 Bond pursuant to the
2
Guaranty, the City shall be subrogated to the rights of the Holder of the Series 2015 Bond to such
payment. In the event the City makes a payment pursuant to the Guaranty, and the Paying Agent or
the , agency has funds (other than such amount paid by the City) to make the debt service payment
on the Series 2015 Bond to which the City payment relates, then the Agency shall, or shall cause the
Paying Agent to, promptly refund to tile City all money paid by the City not needed to make the debt
service payment.
SECTION 10. Security for Series 2015 Bond. The payment of the principal of and interest
on the Series 2015 Bond shall be secured forthwith equally and ratably by a pledge of the Pledged
Funds on a parity with the Agency's Tax Increment Revenue Bond, Series 2012 issued pursuant to
the Base Resolution and the Parity Note. Provided that the Agency is not in default in the
performance of its obligations hereunder or under the Base Resolution, the Agency may use any Tax
Increment Revenues in excess of the amount necessary to be used to satisfy the Agency's obligations
hereunder and thereunder for any lawful purpose of the Agency.
SECTION 11. Funds and Accounts. The Series 2015 Bond shell not be secured by any
account in the Reserve Fund and the Reserve Fund Requirement for the Series 2015 Bond shall be
zero.
SECTION 12. Financial Information to Be Provided to Holder. The Agency shall within 210
days after the end of each of its fiscal years furnish to the Holder ofthe Series 2015 Bond financial
statements of the Agency for such fiscal year, together with an audit report of an independent
certified public accountant to the effect that such audit has been conducted in accordance with
generally accepted auditing standards and stating whether such financial statements present fairly
in all material respects the financial position of the Agency and the results of its operations and Bash
flows for the periods covered by the audit report, all in conformity with generally accepted
accounting principles applied on a consistent basis, The Agency shall also fumish to the Holder of
the Series 2015 Bond the annual budget of the Agency for each fiscal year within thirty days after
approval by the Agency which approval shall not be later than the date required by law.
SECTION 13. General Authority. The members of the Board of Commissioners and the
Agency's officers, attorneys and other agents and employees ere hereby authorized to do all acts and
things required of them by this Resolution or desirable or consistent with the requirements hereof
for the full, panetual and complete performance of all of the terms, covenants and agreements
contained in the Series 2015 Bond, this Resolution and the Base Resolution, and they are hereby
authorized to execute and deliver all documents which shall be required by Bond Counsel or the
initial purchaser ofthe Series 2015 Bond to effectuate the sale of the Series 2015 Bond to said initial
purchaser.
SECTION 14. No Personal Liability. No representation, statement, covenant, warranty,
stipulation, obligation or agreement herein contained, or contained in the Series 2015 Bond, or in
any certificate or other instrument to be executed on behalf of the Agency in connection with the
issuance of the Series 2015 Bond, shall be deemed to be a representation, statement, covenant,
warranty, stipulation, obligation or agreement of any member of the Board of Commissioners,
officer, employee or agent of the Agency in his or her individual capacity, and none of the foregoing
persons nor any off of the Agency executing the Series 2015 Bond or any certificate or other
inst; to be executed in connection with the issuance of the Series 2015 Bond, shall be liable
personally thereon or be subject to any personal liability or accountability by reason of the execution
or delivery thereof.
3
SECTION 15. No Third Party Beneficiaries, Except such other Persons as may be expressly
described herein or in the Series 2015 Bond, nothing in this Resolution, or in the Series 2015 Bond,
expressed or implied, is intended or shall be construed to confer upon any Person other than the
Agency and the IIolders any right, remedy or claim, legal or equitable, under and by reason of this
Resolution or any provision hereof, or of the Series 2015 Bond, all provision hereof and thereof
being intended to be and being for the sole and exclusive benefit of the. Agency and the Persons who
shall from time to time be the Holders,
SECTION I6. Severability of Invalid Provisions. If any one or more of the covenants,
agreements 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 separable from the remaining covenants, agreements and
provisions of this Resolution and shall in no way affect the validity of any of the other covenants, ,
agreements or provisions hereof or of the Series 2015 Bond issued hereunder.
SECTION 17. Repeal of Inconsistent Resolutions. All resolutions or parts thereof in conflict
herewith are hereby superseded and repealed to the extent of such conflict.
SECTION 18. Headings not Part Hereof. The headings preceding the several articles and
sections hereof shall be solely for convenience of reference and shall not constitute a part of this
Resolution or affect its meaning, construction or effect.
SECTION 19. Effective Date. This Resolution shall become effective immediately upon its
passage.
PASSED AND ADOPTED THIS 10th DAY OF MARCH, 2015.
130 NTON BEACH COMM(rNITY
REDEVELOPMENT AGENCY
By: _, ,.`, �. ✓'' -:?
...j ,.
APPROV& AS'TU FORM
AND LEGAL StTFEICIENcY'
Agency Attorney
4
EXFOBIT A
FORM OF GUARANTY
Guaranty Agreement
The City of Boynton Beach, Florida (the "City ") makes this Guaranty Agreement (this
"Guaranty "), dated March 26, 2015, as follows:
1. Ganran iy. The City hereby guarantees the lull and prompt payment when due, whether by
acceleration or otherwise, of the principal of and interest on the Boynton Beach Community
Redevelopment Agency Tax Increment Revenue Bond, Series 2015 (the "Bond "), issued of even date
herewith in the principal amount of $5,005,000.00.
2. Gc veraIng Law. The City further agrees that this Guaranty shall be governed by and
construed in accordance with the Iaws of the State of Florida and is performable in the State of
Florida.
3. :Definitions. Terms used herein and not otherwise defined herein have the meanings ascribed
thereto in Resolution No. 04 -04 (the "Resolution "), adopted December 6, 2004, by the Boynton
Beach Community Redevelopment Agency (the "Agency "), as amended and supplemented,
particularly by Resolution No. 15- , adopted by the Agency on March 10, 2015.
4. Termination. This Guaranty may not be amended or terminated by the City for so long as the
Bond is Outstanding.
5. xaiu racial laud. O ilier Infor:atatio :i. The City agrees ro furnish the Agency with such
information regarding the City as may be requested by the Agency in order to enable the Agency to
comply with its obligations pursuant to Section 5.13 of the Resolution.
6. Guarar Loz. Duties. For so long as Section 1 hereof is in effect, upon receipt of telephonic
notice, such notice subsequently confirmed in writing by registered or certified mail, or upon receipt
of written notice by registered or certified mail, by the City from the Holder of the Bond that a debt
service payment on the Bond required to have been made by the Agency has not been made, the City
within one Business Day after receipt of notice of such nonpayment will pay to the Holder of the
Bond funds sufficient for the payment of any such guaranteed amounts which are then due.
7. tad Obligation. Notwithstanding any other provision ofthis Guaranty, the City is not and
shall not be liable for the payment of any amount hereunder or for the performance of any obligation
or agreement hereunder from any source other than the "Non -Ad Valorem Revenues" appropriated
for such purpose in the manner and to the extent described in this Section 7. The term "Non -Ad
Valorem Revenues" means all revenues of the City derived from any source other than the exercise
of the ad valorem taxing power of the City, but only to the extent the same may lawfully be used to
make payments hereunder. No person or entity shall have any right to resort to legal or equitable
action or revenues to require or compel the City to make any payment hereunder from any source
other than such Non -Ad Valorem Revenues.
The City covenants that should it be required to make any payment hereunder it will appropriate in
its annual budget, by amendment, if required, from Non -Ad Valorem Revenues, amounts sufficient
to make such payment. In the event that the amount previously budgeted for such purpose at anytime
is insufficient to make any payment required to be made hereunder, the City covenants to take
immediate action to amend its budget so as to budget and appropriate an amount from Non -Ad
Valorem Revenues sufficient to make such payment. Such covenant to budget and appropriate from
Non -Ad Valorem Revenues shall be cumulative to the extent not paid and shall continue until such
Non -Ad Valorem Revenues sufficient to make all required payments have been budgeted,
appropriated and used to make payments required to be made hereunder.
Euforcetr en t. This Guaranty may be enforced by the Holder of the Bond, which is a
ber_ehciary of the provisions hereof.
IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be executed as of the 26th
day of March, 2015.
CITY OF BOYNTON BEACH, FLORIDA
B
Its t.; r ; s:, . =-
2
FORM OF SERIES 2015 BOND
$5,005,000.00
BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY
TAX INCREMENT REVENUE BOND, SERIES 2015
1;;:.t< Dr.`.Q of i_7,1.1:);• .° T
Octohez 1, 0 ' f� 3.30 °10...__�.�....__ ,r ,:.h le3, 20 5
Registered Holder: Branch Banking and Trust Company
Principal Amount: Five Million Five Thousand and 00 /100ths Dollars
KNOW ALL MEN BY THESE PRESENTS, that the Boynton Beach Community
Redevelopment Agency (the "Agency "), a public body corporate and politic created and existing
under and by virtue of the laws of the State of Florida, for value received, hereby promises to pay,
solely from the sources of payment hereinafter described, to the Registered Holder identified above,
or registered assigns as hereinafter provided, the Principal Amount identified above on the Maturity
Date identified above, subject to prior prepayment as hereinafter provided, together with interest on
such Principal Amount from the Date of Original Issue identified above or from the most recent
interest payment date to which interest has been paid, at the Interest Rate per annum (calculated on
the basis of a 360-day year of twelve 30 -day months) identified above, payable in arrears on April
1 and October 1 of each year commencing October 1, 2015, until such Principal Amount shall have
been paid or provided for.
The principal hereof shall be repaid in installments, due on October 1 of the years and in the
amounts set forth in the following table:
Year Principal Due
2016 $360,000.00
2017 360, 000.00
2018 370,000.00
2019 380,000.00
2020 395,000.00
2021 410,000.00
2022 420,000.00
2023 435,000.00
2024 445,000.00
2025 705,000.00
2026 All remaining principal
Such Principal Amount and interest and the prepayment penalty, if any, on this bond are
payable in any coin or currency of the United States of America which, on the respective dates of
payment thereof, shall be legal tender for the payment ofpublic and private debts, and shall be made
by wire transfer by the Agency to the Registered Holder in accordance with written instructions
provided by the Registered Holder to the Agency, or in such other manner as may be agreed upon
by the Agency and the Registered Holder.
This bond is subject to optional prepayment prior to the due dates set forth above at the
option of the Agency, at any time and from time to time, in whole or in part, but only on an April
1 or October 1 that is on or after April 1, 2021. The prepayment shall include the principal being
prepaid and the interest accrued thereon to the prepayment date, and shall not include any premium
or penalty. Prepayments of principal shall be applied to the scheduled payments due hereon in the
inverse order of their due dates, or in such other manner as the Agency and Registered holder may
agree.
Notwithstanding anything herein or in the Resolution to the contrary, the Registered Holder
of this bond is not required to present or surrender this bond in order to receive payments hereon.
This bond is issued under the authority of and in full compliance with the Constitution and
laws of the State of Florida, particularly Chapter 163, Part III, Florida Statutes and other applicable
provisions of law (the "Act "), and Resolution No. 04 -04, duly adopted by the Board of
Commissioners of the Agency on December 6, 2004, as amended and supplemented (the
"Resolution "), and is subject to all the terms and conditions of the Resolution, including but not
limited to those provisions which specify the source of payment and security for this bond.
It is hereby certified and recited that all acts, conditions and prerequisites required to exist,
to happen and to be performed precedent to and in connection with the issuance of this bond, exist,
have happened and have been performed, in regular and due form and time as required by the
Constitution and laws of the State of Florida applicable thereto, and that the issuance of the Bonds
does not violate any constitutional or statutory limitations or provisions.
This bond shall not be valid or become obligatory for any purpose until the certificate: of
authentication hereon shall have been manually signed by the Registrar.
1N WITNESS WHEREOF, Boynton Beach Community Redevelopment Agency, has issued
this bond and has caused the same to be executed by the manual signature of its Chair as of the 26th
day of March, 2015.
BOYNTON BEACH COMMUNITY REDF,VELOPMENTA.CEN °CY
By: . sr'^+
Chair
CERTIFICATE OF AUTHENTICATION
This bond is one of the, Bonds of the issue described in the within - mentioned Resolution.
DATE OF AUTIEENTICATION: March 26, 2015
OFFICE OF THE FINANCE DIRECTOR, as Registrar
Authorized Signatory
2
EXHIBIT C
FORM OF ESCROW DEPOSIT AGREEMENT
THIS ESCROW .DEPOS.t:'r to :GREE FWT (the "Agreement "), is dated as of March 26,
2015, and is by and between Boynton Beach Community Redevelopment Agency the "Agency "),
a public agency created and existing pursuant to Part III, Chapter 163, Florida Statutes, and U.S.
Bank National Association (the "Escrow Agent "), a national banking association, as Escrow Agent.
W IE123LAS, the Agency has determined to advance- refund its Tax Increment Revenue
Bonds, Series 20053 (the "Refunded Bonds "); and
WHEREAS, AS, the Agency has deter.:_ined to provide for the payment of all of the Refunded
Bonds pursuant to this Agreement;
NOW, TIIEPITITORIZ, in consideration of the foregoing and the mutual covenants herein
set forth and in order to secure the payment of the principal of and interest on the Refunded Bonds,
according to their tenor and effect, the Agency does uy these presents hereby deliver to and give,
grant, assign and pledge to the Escrow Agent and to its successors in the Escrow Deposit Fund
hereby created, and to it and its assigns forever, all and singular the property hereinafter described,
to wit:
CLAUSE I.
All right, title, and interest of the Agency in and to $6,379,335.00 deposited by or on behalf
of the Agency with the Escrow Agent hereunder.
CLAUSE II.
All (i) property which is by the express provisions of this Agreement required to be subject
to the pledge hereof and (ii) additional property of every kind and nature that may, from time to time
hereafter, bydelivery or by writing of any kind, be conveyed, pledged, assigned, or transferred as and
for additional security hereunder or to be subject to the pledge hereof, by the Agency or by anyone
in its behalf, and the Escrow Agent is hereby authorized to receive the same at any time as additional
security hereunder.
TO NA VE AND TO HOLD, all and the same, forever; upon the Lerms and trusts herein set
forth, for the equal and proportionate benefit, security and protection, as herein described, of the
owners from time to time of the Refunded Bonds in the manner herein provided; but if the Refunded
Bonds shall be fully and promptly paid when due or redeemed in accordance with the terms thereof
and hereof, then this Agreement shall thereupon be and become void and of no further force and
effect, otherwise the same shall remain in full force and effect, and upon the trusts and subject to the
covenants and conditions hereinafter set forth.
ARTICLE-I
Section trgl. Definitions. In addition to words and terms elsewhere defined in this
Agreement, as used herein, unless some other meaning is plainly intended, the following terms and
phrases shall have the following.meanings:
"Escrow Deposit Fund" means the fund so designated and established under Section 2.01 of
this Agreement.
"Refunded Paying Agent" means U.S. Bank National Association, or such other paying agent
for the Refunded Bonds as may be serving from time to time.
Seetion 1.Z2. Osas f..sses. Words of the masculine gender shall be deemed and
construed to include correlative words of the feminine and neuter genders. Unless the context shall
otherwise indicate, words importing the singular number shall include the plural number and
vice-versa.
ARTICLE
.11,53`.r.A.BLISI.1):1E1`4`1' �F ruN DS!, IFt.,() 1 ;i 7 Cf;± :1
Section 2.01. Crea lion of scrow Dp ostFui d. There is hereby created and established
with the Escrow Agent a special and irrevocable fund designated the "Escrow Deposit Fund" to be
held in the custody of the Escrow Agent separate and apart from other funds of the Agency or the
Escrow Agent.
Section 2.02. Deposit to Escrow Deposit •Fund. Concurrently with the execution of this
Agreement the Agency has deposited or caused to be deposited with the Escrow Agent and the
Escrow Agent acknowledges receipt of immediately available moneys in the amount of
$6,379,335.00, for deposit in the Escrow Deposit Fund.
Section 2.33. itp or Esertriv Deposit Fund. The Escrow Agent shall apply the
moneys deposited in the Escrow Deposit Fund in accordance with the provisions hereof. The
Escrow Agent shall not invest any moneys held hereunder or dispose of the moneys held hereunder
except as provided in this Agreement.
Section 2.34. .17revccnb1e JD eposit. Except as expressiy provided herein, the deposit of
moneys in the Escrow Deposit Fund shall constitute an irrevocable deposit for the benefit of the
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holders of the Refunded Bonds and the holders of the Refunded Bonds shall have an express lien on
the moneys held in the Escrow Deposit Fund hereunder until applied in accordance with this
Agreement.
Section 2.05. Use of Moneys in Escrow Deposit Fund; :11 edempti.nr of Defensed Bonds.
The Escrow Agent shall use the funds in the Escrow Deposit Fund to pay the.principal of and
interest on the Refunded Bonds on the date and in the amount as shown on Exhibit A.
The Agency irrevocably calls the Refunded Bonds maturing after October I, 2015 for
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redempti on on October 1, 2015. The Agency irrevocably instructs the Escrow Agent, and the Escrow
Agent agrees, to (A) as soon as practicable after the funding of the Escrow Deposit find, mail, at the
expense of the Agency, a notice substantially in the form attached hereto as Exhibit B to all
registered owners of the Refunded Bonds, and (B) at least thirty days before October 1, 2015, mail,
at the expense of the Agency, a notice of redemption substantially in the form attached hereto as
Exhibit C to all registered owners of the Refunded Bonds maturing after October 1, 2015 at their
addresses as they appear on the registration books for the Refunded Bonds.
The Agency agrees to pay the reasonable expenses incurred by the Escrow Agent in
connection with such redemption from lawfully available funds of the Agency. Any expense or
charge imposed by the Refunded Paying Agent as a result of supplying information to the Escrow
Agent shall be paid by the Agency from available funds, and shall not be imposed upon the &crow
Agent.
S entkm 2.06. Transfer or Finds After Ail E2yme.n•ts Ir ecl red. by the A r reern Are
IvIn de. After all the principal of and interest on the Refunded Bonds has been paid in full, all
remaining moneys in ,the Escrow Deposit Fund shall, upon written direction of the Agency, be
transferred to the Agency by the Escrow Agent rand shall be used by the Agency for any lawful
purpose of the Agency. The Escrow Agent shall have no responsibility for the application of
amounts transferred by it to the Agency as provided above.
Section 2.07. Deficiencies. If at any time it shall appear to the Escrow Agent that the
available funds in the Escrow Deposit Fund will not be sufficient to make any payment when due
to the owners of any of the Refunded Bonds, the Escrow Agent shall notify the Agency as promptly
as possible prior to such payment date and the Agency agrees that it will deposit with the Escrow
Agent, from legally available funds, if any, amounts sufficient to eliminate the anticipated deficit so
that the Escrow Agent will have sufficient funds to make such payment on the Refunded Bonds. The
Escrow Agent shall in no manner be responsible for the Agency's failure to make such deposits.
Sectioa 2.02. E+serosv Tigerst ;Fees. The Agency hereby agrees to provide for the payment,
from lawfully available funds of the Agency, of the compensation due and owing the Escrow Agent
which compensation shall be paid at such times and in such amounts shown on Exhibit D. In no
event shall the Escrow Agent have any lien, security interest or right of set -off whets ever upon any
of the moneys or investments in the Escrow Deposit Fund for the payment of such compensation,
or for the payment or reimbursement of any expenses incurred by the Escrow Agent in connection
with this Agreement.
Section 2.09. Refunded x'aying Aga f.it. The Escrow Agent shall cooperate with the
Refunded Paying Agent to cause necessary arrangements to be made and thereafter continued
whereby funds shall be made available by the Escrow Agent to the Refunded Paying Agent for the
payment of the Refunded Bonds as the sane shall become due and payable.
ARTICLE
IT; •: �Y "r l •.; •� �� T
l�s�._ _��a.l � •..` .i h.ts 7 :r,T�..lt r . �tL•J
Section 3.0x: Liaabiiit' o:i Eeeercw Agent. The Escrow Agent shall not be Liable in
3
connection with the performance of its duties hereunder except for its own negligence, malfeasance
or willful misconduct.
The Escrow Agent shall not be liable for the accuracyofthe calculations as to the sufficiency
of moneys to pay the Refunded Bonds. So long as the Escrow Agent applies all moneys to make
payments to the Refunded Paying Agent to pay the Refunded Bonds as provided herein, and
complies fully with the terms of this Agreement, it shall not be liable for any deficiencies in the
amounts necessary to pay the Refunded Bonds caused by such calculations.
The Escrow Agent shall keep such books and records as shall be consistent with industry
practice and shall make such books and records available for inspection by the Agency at all
reasonable tines. In the event of the Escrow Agent's failure to account for any of the moneys
received by it, said moneys shall be and remain the property of the Agency held for the benefit of
the owners of the Refunded Bonds, as herein provided.
The duties and obligations ofthe Escrow Agent shall be determined by the express provisions
of this Agreement, and no implied covenants or obligations shall be read into this Agreement against
the Escrow Agent. The Escrow Agent may consult with legal counsel with respect to any matter
relevant to this Agreement, who may or maynot be counsel to the Agency, and be entitled to receive
from the Agency reimbursement of the reasonable fees, costs and expenses of such legal counsel,
and in conclusive reliance upon the opinion of such legal counsel have full and complete
authorization and protection in respect of any action taken, suffered or omitted by it in good faith in
accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that amatter
be proved or established prior to taking, suffering or omitting any action under this Agreement, such
matter may be deemed to be conclusively established by a certificate signed by an authorized officer
of the Agency, and the Escrow Agent may in good faith conclusively rely upon such certificate.
The Escrow Agent may act through its agents and attorneys. The Escrow Agent may
conclusively rely upon and shall be fully protected in acting and relying upon any notice, order,
requisition, request, consent, certificate, order, opinion (including an opinion of counsel), affidavit,
letter, telegram or other paper or document in good faith deemed by it to be genuine and coirect and
to have been signed or sent by the proper person or persons. Any payment obligation of the Escrow
Agent hereunder shall be paid from, and is limited to funds established and maintained under this
Agreement; the Escrow Agent shall not be required to expend its own funds for the performance of
its duties hereunder. Notwithstanding any provision herein to the contrary, in no event shall the
Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Escrow Agent has been advised of the
likelihood of such loss or damage and regardless of the form of action. The Escrow Agent shall not
be responsible or liable for any failure or delay in the performance of its obligations under this
Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable
control, including, without limitation, acts of God; earthquakes; fire; flood; hurricanes or other
storms; wars; terrorism; similar military disturbances; sabotage; epidemic; pandemic; riots;
interruptions; loss or malfunctions ofutilities, computer (hardware or software) or communications
services; accidents; labor disputes; acts of civil or military authority or governmental action; it being
understood that the Escrow Agent shall use commercially reasonable efforts which are consistent
with accepted practices in the banking industry to resume performance as soon as reasonably
4
practicable under the circumstances.
Section 3.02. Pea•rcitted Acts. The Escrow Agent and its affiliates may become the owner
of or may deal in any obligations of the Agency described herein as fully and with the same rights
as if it were not the Escrow Agent.
Section 3.03. Resignati:.�n oo .RefnoivaI of Esc ow agent. The Escrow Agent may not
resign or be removed.
Section 3.04. B oke Coa:f!rrantians. the parties 2. ?knowledge that to the extent
regulations of the Comptroller of Currency or other applicable regulatory entity grant a right to
receive brokerage confirmations of security transactions of the escrow, the parties waive receipt of
such confirmations, to the extent permitted by law. The Escrow Agent shall furnish a statement of
security transactions on its reguler monthly reports. This language eliminates the need to send
investment confirmations each time a trade is executed in the escrow account, and also eliminates
the need for a separate letter from the parties waiving this requirement.
AR' f L IA?, IV
.i dl'1 (,,15.1:11 .'i 1' +c.1 rJ
Section 4.01. Amendments to this Agreement, This Agreement is made for the benefit
of the Agency and the owners from time to time of the Refunded Bonds and it shall not be repealed,
revoked, altered or amended without the written consent all such owners, the Escrow Agent and the
Agency; provided, however, that the Agency and the Escrow Agent, may without the consent of, or
notice to, such owners, enter into such agreements supplemental to this Agreement as shall not
adversely affect the rights of such owners and as shall not be inconsistent with the terms and
provisions of this Agreement, for any one or more of the following purposes:
(a) to cure any ambiguity or defect or omission in this Agreement;
(b) to grant to, or confer upon, the Escrow Agent for the benefit -of the owners of
the Refunded Bonds, any additional rights, remedies, powers or authority that may lawfully
be granted to, or conferred upon, such owners or the Escrow Agent; and
(c) to subject to this Agreement additional funds, securities or properties.
The Escrow Agent shall be entitled to rely exclusively upon an unqualified opinion of Mark
E. Raymond or other nationally recognized bond counsel with respect to compliance with this
Section, including the extent, if any, to which any change, modification, addition or elimination
affects the rights of the owners of the Refunded Bonds, or that any instrument executed hereunder
complies with the conditions and provisions of this Section.
Seciiorf 4.02. Severab i?ity. If any one or more of the covenants or agreements provided in
this Agreement should be determined by a court of competent jurisdiction to be contrary to law, such
covenant or agreement shall be deemed to be separate and shall in no way affect the validity of the
remaining provisions of this Agreement.
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Section 4.03. Agreement Binding. All the covenants, promises and agreements in this
Agreement contained by or on behalf of the Agency or by or on behalf of the Escrow Agent shall
bind and inure to the benefit of their respective successors and assigns, and to the benefit of the
owners of the Refunded Bonds, whether so expressed or not.
Section 4.04. Termination. This Agreement shall terminate upon and when all transfers
and payments required to be made by the Escrow Agent under and pursuant to the provisions hereof
shall have been made.
Section 4.05. Governing Law. This Agreement shall be governed by the applicable laws
of the State of Florida, without regard to conflict of law principles.
Section 4.06. Execution by Counterparts. This Agreement may be executed in several
counterparts, each of which shall be regarded for all purposes as an original, and all of which,
together, shall constitute and be but one and 01:.1 same instrument.
Section 4.07. Notices. Any notice, demand, direction, request or other instrument
authorized or required by this Agreement to be given shall be deemed sufficiently given on the day
sent by registered mail, return receipt requested, or by overnight common courier addressed as
follows or to such other address furnished in writing by any ofthe following to all ofthe following:
If to the Agency: Boynton Beach Community Redevelopment Agency
710 North Federal Highway
Boynton Beach, FL 33435
If to the Escrow Agent: U.S. Bank National Association
Corporate Trust Services
200 South BiscayneBlvd.; Suite 1870
Miami, FL 33131
Boynton Beach Community Redevelopment Agency
By: :_.: ;:: �;�� ... • . r, -.
Chair ,_ -v-y
U.S. Bank National Association, as Escrow Agent
13y:
Assistant Vice President
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EXILIBIT A
REFUNDED BONDS
DEBT SERVICE SCHEDULE
7
(Finance 7.010 Boynton Beach:CRA-2015,2015) Page 11
ESCROW REQUIREMENTS
Boynton Beach Community Redevelopment Agency
Taxable Tax increment Revenue Bond, Series 2015
FINAL NUMBERS
Loan Provider: BB&T
Period Principal
Ending Principal Interest Redeemed Total
04/01/2015 169,667.50 169,667.50
10/01/2015 350,000.00 169,667.50 5,690,000.00 6,209,667.50
350,000,00 339,335.00 5,690,000.00 6,379,335.00
1
EXHIBIT :ti
NOTICE OF DEFEASANCB OF BONDS
BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY
TAX INCREIVEI`7T REVENUE BONDS
SERIES 2005B
Maturity Interest
Amount (October1) Rate Cusip*
$ 350,000 2015 5.100% 103561 BA3
$ 5,690,000 2026 5.650% 103561 BBl
Notice is hereby given that for the payment (the "advance- refunding ") of the principal of and interest
on the above- designated bonds (the "Bonds "), there has been deposited with U.S. Bank National
Association, as Escrow Agent, cash, which will be held uninvested. Such cash has been calculated
to be adequate to pay the principal of and interest on the Bonds when due, to and including October
1, 2015, the date on which all such then outstanding Bonds shall be paid at maturity or called for
redemption. In accordance with Section 8.01 of the Resolution pursuant to which the Refunded
Bonds were issued, the Refunded Bonds are deemed paid.
Dated this day 't ......._..� _._ : -t'> ± 5.
By: U.S. Bank National Association, as Escrow Agent
Y � g
* CUSIP numbers are included solely for the convenience of the owners, and no representation
is made as to the correctness of the CUSIP numbers indicated in this Defeasance Notice.
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.EXHIBIT C
REDEMPTION NOTICE
BOYNTON BEACH CO.MMUNFI X REDEVELOPMENT AGENCY
TAX ICdCRE „a, T REVENUE BONDS, SERIFS 2004
Maturity Interest
Asp.o nt (Octoberl) lu Cusip*
$ 5,690,000 2026 5.650% 103561 BB1
Notice is hereby given that pursuant to the terms of Resolution No. R- 04 -04, as amended and
supplemented, of the Boynton Beach Community Redevelopment Agency, Florida, the Bonds
identified above are called for payment and redemption on October 1, 2015 (the "Redemption Date ")
at a redemption price equal to 100% of the principal amount thereof plus accrued interest thereon to
the Redemption Date.
The Bonds so called for redemption should be presented for payment and redemption at the
office of the Paying Agent set forth below, on or after October 1, 2015, and will cease to bear or
accrue interest after that date, whether or not so presented.
U.S. Bank National Association
Corporate Trust Services
111 Fillmore Avenue East
St. Paul, 1N/Z1 55107
1- 800 - 934 -6802
Under the Jobs & Growth Tax Relief Reconciliation Act of 2003, withholding will apply if
the tax identification number is not properly certified. Please furnish a properly completed IRS Form
W 9 or exemption certificate or equivalent when presenting your securities for redemption.
DATED [ lri : c ,i 2015.
U.S. BANK NATIONAL ASSOCIATION
CUSIP numbers are included solely for the convenience of the owners, and no
representation is made as to the correctness of the CUSIP numbers indicated in this
Redemption Notice.
EXHIBIT D
ESCROW ! C i FE. ES AND Tl).T't E
(i) In consideration of the services rendered by the Escrow Agent under the Agreement, the
Agency agrees to pay the Escrow Agent an one -time fee of $250.00, to be paid on the date
hereof, from available funds of the Agency and not from the Escrow Deposit Trust Fund, for
all services to be incurred as Escrow Agent in connection with such services, plus agrees to
promptly pay, as incurred, reimbursement at cost for ordinary out -of- pocket expenses
including postage and publication costs. The tam "ordinary out -of- pocket expenses" means
expenses of holding and disbursing the Escrow Deposit Trust Fund as provided herein and
includes, but is not limited to, publication costs, postage and legal fees as incurred.
(ii) The Agency shall also promptly reimburse the Escrow Agent for any extraordinary expenses
incurred by it in connection herewith. The term "extraordinary expenses" includes (a)
expenses arising out of the assertion of any third party to any interest in the Escrow Deposit
Trust Fund or any challenge to the validity hereof, including reasonable attorneys' fees, costs
and expenses and (b) expenses (other than ordinary expenses) not occasioned by the Escrow
Holder's misconduct or negligence.
(iii) The fees and expenses payable by the Agency under paragraphs (i) or (ii) shall not be paid
from the Escrow Deposit Trust Fund, but shall be paid by the Agency from legally available
funds of the Agency.
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