R15-048 RESOLUTION NO. R15 -048
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF BOYNTON BEACH, FLORIDA PROVIDING FOR THE
ISSUANCE OF A NOT TO EXCEED $25,000,000 PRINCIPAL
AMOUNT PUBLIC SERVICE TAX REVENUE REFUNDING
BOND, SERIES 2015 IN ORDER TO REFUND A PORTION OF
THE CITY'S PUBLIC SERVICE TAX REVENUE BONDS,
SERIES 2004 AND SERIES 2006; PROVIDING A METHOD
FOR FIXING THE PRINCIPAL AMOUNT, INTEREST RATE,
MATURITY DATE, PRINCIPAL PAYMENT SCHEDULE,
PREPAYMENT PROVISIONS AND OTHER DETAILS OF SAID
BOND; AWARD THE SALE OF THE BOND AND MAKING
CERTAIN FINDINGS IN CONNECTION THEREWITH;
APPOINTING A PAYING AGENT AND REGISTRAR FOR THE
BOND; AUTHORIZING THE EXECUTION AND DELIVERY
OF AN ESCROW DEPOSIT AGREEMENT; PROVIDING FOR
THE APPLICATION OF THE PROCEEDS OF SAID BOND
AND CERTAIN OTHER MONEYS; CONTAINING CERTAIN
AUTHORIZATIONS AND OTHER PROVISIONS; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, pursuant to Resolution No. R04 -052 adopted by the City Commission of the
City of Boynton Beach, Florida (the "Issuer ") on April 7, 2004 (as amended and supplemented,
the "Bond Resolution "), obligations of the Issuer may be issued and may be secured by a lien
upon and pledge of certain "Pledged Funds" as defined in and to the extent set forth in the Bond
Resolution; and
WHEREAS, the Issuer desires to issue a Bond (the "Series 2015 Bond ") under the Bond
Resolution to provide funds to refund the Outstanding Series 2004 Bonds issued under the Bond
Resolution and to refund the Outstanding Series 2006 Bonds issued under the Bond Resolution
and maturing in the years 2017 and thereafter (collectively, the "Refunded Bonds ") and to pay
certain costs of issuing such Series 2015 Bond; and
WHEREAS, the Issuer has issued a request for proposals for the purchase of the Series
2015 Bond from interested financial institutions and the Issuer has determined that the proposal
received from Banc of America Preferred Funding Corporation (the "Purchaser ") offers terms
that are in the best interests of the Issuer; and
WHEREAS, it is necessary and desirable to appoint the Director of Financial Services of
the City as the Paying Agent and Registrar for the Series 2015 Bond;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF BOYNTON BEACH:
Section 1. Authority for this Resolution. This Resolution is adopted pursuant to the
Constitution and laws of the State of Florida and the Bond Resolution.
Section 2. Definitions. Terms used herein in capitalized form and not otherwise defined
herein shall have the meanings ascribed thereto in the Bond Resolution.
Section 3. Authorization, Description and Terms of Series 2015 Bond. A Series of Bonds
entitled to the benefit, protection and security of this Resolution and the Bond Resolution is
hereby authorized in an aggregate principal amount not to exceed $25,000,000 for the principal
purpose of providing funds, together with other available funds of the Issuer, to refund the
Refunded Bonds. Such Series shall be designated as, and shall be distinguished from the Bonds
of all other Series by the title "City of Boynton Beach, Florida, Public Service Tax Revenue
Refunding Bond, Series 2015." The Series 2015 Bond shall not be issued except in compliance
with the Bond Resolution, including Section 5.02 thereof.
The Series 2015 Bond shall be issued as a single fully registered Bond in the entire
outstanding principal amount thereof; shall be dated, shall be issued in the principal amount (not
in excess of $25,000,000), shall bear interest at the rate of 1.95% per annum (subject to
adjustment as provided therein), computed on the basis of a 360 -day year consisting of twelve
thirty -day months, payable semi - annually on the 1st day of May and November of each year (the
"Interest Payment Dates "), commencing November 1, 2015, shall mature on November 1, 2026,
shall have such scheduled principal payments in the years and in the amounts, and shall have
such other terms and provisions, all as set forth in the form of the Series 2015 Bond attached
hereto as Exhibit A and signed by the Mayor or Vice - Mayor. The Mayor and the Vice -Mayor are
jointly and severally authorized to determine the details of the Series 2015 Bond within the
parameters set forth above, and upon such determination, to execute the Series 2015 Bond in the
form attached hereto as Exhibit A completed with the details of the Series 2015 Bond, thereby
conclusively establishing such details.
Section 4. Paying Agent and Registrar for Series 2015 Bond. The Issuer hereby appoints
the Director of Financial Services of the Issuer as the Paying Agent and Registrar with respect to
the Series 2015 Bond.
Section 5. Award of the Series 2015 Bond. The Issuer solicited proposals from interested
financial institutions for the purchase of the Series 2015 Bond and received seven proposals, of
which the proposal of the Purchaser offered the most favorable terms to the Issuer. The Issuer
hereby determines that a negotiated sale of the Series 2015 Bond is in the best interest of the
Issuer and the citizens and inhabitants of the Issuer because the Issuer can obtain the best terms
through negotiation. The Series 2015 Bond shall be sold to the Purchaser. Prior to the issuance of
the Series 2015 Bond, the Purchaser shall file with the Issuer 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 Bonds. The Mayor or Vice -Mayor are jointly and
severally authorized and directed for and in the name of the Issuer to execute and deliver an
Escrow Deposit Agreement with U.S. Bank National Association to provide for the refunding
and redemption of the Refunded Bonds. The Issuer hereby appoints U.S. Bank National
Association as Escrow Agent pursuant to the Escrow Deposit Agreement.
The Issuer hereby irrevocably elects, effective upon and only upon the issuance of the
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Series 2015 Bond, 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 from the
sale of the Series 2015 Bond shall be applied to make the deposit to the Escrow Deposit Fund as
required by the Escrow Agreement, and any remaining balance may be applied to pay costs of
q Y g Y g Y P
issuance of the Series 2015 Bond. Available amounts on deposit in the Debt Service Fund and
any other necessary funds of the Issuer may also be deposited in the Escrow Deposit Fund and/or
used to pay costs of issuance of the Series 2015 Bond.
Section 8. Reserve Fund. The Series 2015 Bond shall not be secured by any account in
the Reserve Fund and the Reserve Fund Requirement for the Series 2015 Bond shall be zero.
Section 9. Authorizations. The members of the City Commission, the City Manager and
the Director of Financial Services are hereby jointly and severally authorized to do all acts and
things required of them by this resolution or the Bond Resolution, or desirable or consistent with
the requirements hereof or thereof, for the full, punctual and complete performance of all terms,
covenants and agreements contained in the Series 2015 Bond, the Bond Resolution, the Escrow
Deposit Agreement and this resolution. The foregoing authorization includes but is not limited to
authority to subscribe for the purchase of United States Treasury Obligations -State and Local
Government Series and /or to contract for the purchase of other United States Treasury
Obligations for the investment of funds held in the Escrow Deposit Agreement.
Section 10. Provisions Required by the Purchaser. The following provisions apply only
with respect to the Series 2015 Bond, and except as otherwise provided, shall terminate at such
time as the Series 2015 Bond has been fully paid:
(a) This Section 10(a) concerns the resolution of any controversies or claims between the Issuer
and the Holder, whether arising in contract, tort or by statute, that arise out of or relate to the
Bond Resolution or the Series 2015 Bond (collectively a "Claim "). For the purposes of this
provision only, the term "Holder" shall include any parent corporation, subsidiary or affiliate of
the Holder involved in the servicing, management or administration of any obligation described
or evidenced by the Bond Resolution or the Series 2015 Bond. The Issuer, and the Holder by
acceptance of the Series 2015 Bond, irrevocably and voluntarily waive any right they may have
to a trial by jury in respect of any Claim.
(b) To the extent legally permissible, the Issuer and the Holder agree that in any suit, action or
proceeding that arises out of or relates to the Bond Resolution or the Series 2015 Bond
(including any appeal(s)), the prevailing party shall be entitled to recover costs and reasonable
attorneys' fees from the other party.
(c) The Bond Resolution shall not be amended, changed or modified except with the prior
written approval of the Holder. This does not preclude the adoption by the Issuer of any
Supplemental Resolution in connection with the issuance of Additional Bonds or Subordinated
Indebtedness, provided that such Supplemental Resolution does not alter the express terms of the
Bond Resolution.
(d) To the extent authorized by law, the Issuer agrees to indemnify the Holder, any entity who
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controls, is controlled by or is under common control with the Holder, and each of their
respective directors, officers and employees (the "Indemnified Parties "), and to defend and hold
each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities
and expenses (including all fees and charges of counsel with whom any Indemnified Party may
consult and all expenses of litigation and preparation therefor) which any Indemnified Party may
incur or which may be asserted against any Indemnified Party by any person, entity or
governmental authority with standing and/or jurisdiction, as applicable (including any person or
entity entitled to claim derivatively on behalf of the Issuer), in connection with or arising out of
or closely relating to the matters referred to in the Series 2015 Bond, whether (a) arising from or
incurred in connection with any material breach of a representation, warranty or covenant by the
Issuer in connection with the Series 2015 Bond; or (b) arising out of or resulting from any suit,
action, claim, proceeding or governmental investigation in connection with the Series 2015
Bond, whether based on statute, regulation or order, or tort, or contract or otherwise, before any
court or governmental authority having subject matter and in person jurisdiction; provided,
however, that the foregoing indemnity agreement shall not apply to the extent any claim,
damage, loss, liability or expense is attributable to an Indemnified Party's own negligence or
willful misconduct. This indemnity shall survive the termination of the Series 2015 Bond or
payment of any amounts thereunder.
(e) No interest rate swap, cap, collar, floor or similar hedge may be entered into by the Issuer if
the same is secured by the Pledged Funds unless any obligation of the Issuer to pay any
termination or close -out or similar payment thereunder is expressly subordinate to the lien upon
and pledge of the Pledged Funds to secure the Bonds, including the Series 2015 Bond.
(f) In addition to the "Events of Default" described in the Bond Resolution, the following events
shall constitute "Series 2015 Defaults," with the consequences hereinafter described:
(i) the Issuer shall fail to perform any covenants contained in this Resolution or in the
Series 2015 Bond which does not otherwise constitute an Event of Default or Series 2015
Default, provide that if such failure is susceptible of being cured it shall not constitute a
Series 2015 Default unless the Issuer shall have failed to perfect such cure within thirty
days after written notice from the Holder described the failure and demanding its cure;
(ii) the Issuer shall be in default in the performance of its obligations in connection with
any giving other Additional Bonds or Subordinated Indebtedness after ivin of any required
notice and the expiration of applicable cure period thereunder;
(iii) any representation or warranty made by the Issuer to the Holder in writing in
connection with the Series 2015 Bond shall have been incorrect when made;
(iv) any long -term rating assigned to the Series 2015 Bond or any other Bonds, without
regard to any liquidity or credit enhancement, by any Rating Agency, shall be less than
Baa3 /BBB- (or the equivalent), or any such rating shall be withdrawn or suspended for
credit - related reasons (this does not require the Issuer to cause any rating to be
maintained, subject to (v) below); and
(v) in the event there is no long -term rating assigned to the Series 2015 Bond or any other
Bonds, without regard to any liquidity or credit enhancement, by any Rating Agency, then
it shall be a Series 2015 Default if (x) the Issuer shall fail to collect Public Service Tax
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Revenues and Discretionary Communications Services Tax Revenues in each Fiscal Year
in an amount at least equal to the Maximum Debt Service Requirement on all Bonds and
Subordinated Indebtedness or (y) the Issuer shall fail to provide the Holder with a
certificate setting forth the calculations demonstrating compliance by the Issuer with the
foregoing requirement within sixty days after the end of each Fiscal Year.
(g) No Additional Bonds or Subordinated Indebtedness may include a provision authorizing
or requiring the acceleration of the maturity thereof upon an event of default thereunder unless
the Holder shall be given the right to simultaneously accelerate the maturity of the Series 2015
Bond.
(h) The Issuer shall within 270 days after the end of each of its fiscal years furnish to the Holder
of the Series 2015 Bond the financial statements of the Issuer 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 Issuer and
the results of its operations and cash flows for the periods covered by the audit report, all in
conformity with generally accepted accounting principles applied on a consistent basis. The
Issuer shall also furnish to the Holder of the Series 2015 Bond within thirty days after written
request therefor, the annual budget of the Issuer and such other information, other than any
information required or permitted by law to be confidential, respecting the affairs, condition
and/or operations, financial or otherwise, of the Issuer, as the Holder may reasonably request.
Section 11. Resolution to Constitute a Contract. In consideration of the purchase and
acceptance of the Series 2015 Bond authorized to be issued hereunder by those who shall be the
Holders thereof from time to time, this resolution shall constitute a contract among the Issuer and
such Holders, and all covenants and agreements herein set forth to be performed by the Issuer
shall be for the equal benefit and security of all of the Holders.
Section 12. No Implied Beneficiary. With the exception of any rights herein expressly
conferred, nothing expressed or mentioned in or to be implied from this resolution or the Series
2015 Bond is intended or shall be construed to give any person other than the Issuer and the
Holders, any legal or equitable right, remedy or claim under or with respect to this resolution, or
any covenants, conditions and provisions herein contained; this resolution and all of the
covenants, conditions and provisions hereof being intended to be and being for the sole and
exclusive benefit of the Issuer and the Holders.
Section 13. Severability. If any provision of this resolution shall be held or deemed to be
or shall, in fact, be illegal, inoperative or unenforceable in any context, the same shall not affect
any other provision herein or render any other provision (or such provision in any other context)
invalid, inoperative or unenforceable to any extent whatsoever.
Section 14. Compliance With Open Meetings Law. It is found and determined that all
formal actions of the City Commission concerning and relating to the adoption of this Resolution
were taken in an open meeting of the City Commission, and that all deliberations of the City
Commission that resulted in the formal actions were in meetings that were open to the public in
compliance with all legal requirements, including Section 286.011, Florida Statutes.
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Section 15. No Personal Liability Provision. No covenant or agreement contained in the
Series 2015 Bond or this Resolution shall be a covenant or agreement of any member of the City
Commission, or of any officer, employee or agent of the Issuer in his or her capacity and neither
the members of the City Commission, its officers, employees or agents or any other official or
employee or agent signing the Series 2015 Bond or necessary documents incident thereto, shall
be personally liable on the Series 2015 Bond or be subject to any personal liability or
accountability by reason of the issuance of the Series 2015 Bond, or on account of the execution
of any of the documents herein provided for, all such liability being released as a condition of,
and in consideration for, the adoption of the resolution and the issuance of the Series 2015 Bond.
Section 16. Repealer. All resolutions or parts thereof of the Issuer in conflict with the
provisions herein contained are, to the extent of any such conflict, hereby superseded and
repealed.
Section 17. Effective Date. This resolution shall take effect immediately upon its
adoption.
PASSED AND ADOPTED this 5 day of May, 2015.
CITY OF BOYNTON BEACH, FLORIDA
YES NO
Mayor — Jerry Taylor ./
Vice Mayor — Joe Casello
Commissioner — David T. Merker dV
Commissioner — Mack McCray
Commissioner — Michael M. Fitzpatrick ✓
VOTE 5-0
ATTEST:
Jan t M. Prainito, MMC
y�`A op •
W U
To ti
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EXHIBIT A TO RESOLUTION
$24,210,000.00
CITY OF BOYNTON BEACH, FLORIDA
PUBLIC SERVICE TAX REVENUE REFUNDING BOND, SERIES 2015
Interest Rate Maturity Date Date of Original Issue
1.95% November 1, 2026 May 15, 2015
Registered Holder: Banc of America Preferred Funding Corporation
Principal Amount: Twenty -Four Million Two Hundred Ten Thousand and 00 /100ths Dollars
KNOW ALL MEN BY THESE PRESENTS, that the City of Boynton Beach, Florida
(the "Issuer "), a municipal corporation and political subdivision 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 provided for in the hereinafter described Resolution, 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 (hereinafter defined) 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 (subject to adjustment as herein provided)
payable on May 1 and November 1 of each year (the "Interest Payment Dates ") commencing
November 1, 2015 until such Principal Amount shall have been paid or provided for.
The principal hereof shall be repaid in installments, due on November 1 of the years and
in the amounts set forth in the following table:
Year Principal Due
2015 $805,000.00
2016 1,575,000.00
2017 1,940,000.00
2018 1,970,000.00
2019 2,095,000.00
2020 2,130,000.00
2021 2,170,000.00
2022 2,215,000.00
2023 2,260,000.00
2024 2,305,000.00
2025 2,350,000.00
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
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payment thereof, shall be legal tender for the payment of public and private debts, and shall be
made by wire transfer by the Issuer to the Registered Holder in accordance with written
instructions provided by the Registered Holder to the Issuer, or in such other manner as may be
agreed upon by the Issuer and the Registered Holder. 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.
As used in this Bond,
(1) "Code" means the Internal Revenue Code of 1986, as amended; and
(2) "Determination of Taxability" shall mean the circumstance that interest paid or
payable on the this Bond becomes includable for federal income tax purposes in the gross
income of the Registered Holder as a consequence of any act, omission or event whatsoever, and
regardless of whether the same was within or beyond the control of the Issuer. A Determination
of Taxability will be deemed to have occurred upon (a) the receipt by the Issuer or the Registered
Holder of an original or a copy of an Internal Revenue Service Technical Advice Memorandum
or Statutory Notice of Deficiency which holds that any interest payable on this Bond is
includable in the gross income of the Registered Holder or (b) the issuance of any public or
private ruling of the Internal Revenue Service that any interest payable on this Bond is
includable in the gross income of the Registered Holder. For all purposes of this definition, a
Determination of Taxability will be deemed to occur on the date as of which the interest on this
Bond is deemed includable in the gross income of the Registered Holder. A Determination of
Taxability shall not occur solely as a result of such interest being taken into account in
determining adjusted current earnings for the purpose of the alternative minimum tax imposed on
corporations.
(3) "Maximum Corporate Tax Rate" shall mean the highest marginal rate of
United States federal income tax applicable to the taxable income of corporations, without regard
to any increase in tax designed to normalize the rate for all income at the highest marginal tax
rate, which rate on the date hereof is 35 %.
Upon the occurrence of a Determination of Taxability (hereinafter defined), the Interest
Rate shall be adjusted to a rate per annum equal to the rate otherwise borne hereby divided by
one minus the Maximum Corporate Tax Rate in effect as of the date of the Determination of
Taxability (the "Adjusted Interest Rate "), as of and from the date such determination would be
applicable with respect to this Bond (the "Accrual Date ") and (i) the Issuer shall, from the
sources hereinafter provided and not otherwise, immediately pay on demand to the Registered
Holder an amount equal to the sum of (1) the difference between (A) the total interest that would
have accrued on this Bond at the Adjusted Interest Rate from the Accrual Date to the date of
such demand for payment, and (B) the actual interest paid by the Issuer on this Bond from the
Accrual Date to the date of such demand for payment, and (2) any loss, cost, charge or expense
suffered by such Registered Holder arising out of the Determination of Taxability, including
without limitation amounts of interest and penalties required to be paid as a result of any
additional state and federal income taxes by such Registered Holder as a result of such
Determination of Taxability; and (ii) from and after the date of such demand for payment, this
Bond shall continue to bear interest at the Adjusted Interest Rate for the period such
determination continues to be applicable with respect to this Bond. The adjustment provided for
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in this paragraph shall survive the payment of this Bond until the expiration of the statute of
limitations under which the interest on this Bond could be required to be included in the gross
income of the registered owner thereof for federal income taxes purposes.
Upon the occurrence of and during the continuance of an Event of Default or Series 2015
Default, the Interest Rate otherwise borne hereby shall increase to the maximum rate permitted
by law (the "Default Rate ").
If any payment due hereon is not made within fifteen days after the due date, the Issuer
shall on demand pay the Registered Holder a late payment fee (the "Late Payment Fee ") in the
amount of 4% of the late payment.
For so long as any of the Issuer's Public Service Tax Revenue Bonds, Series 2006 (the
"Series 2006 Bonds ") shall be Outstanding, any obligation of the Issuer to pay interest hereon at
a rate in excess of the initial rate borne hereby and any obligation to pay any Late Payment Fee,
shall be subordinate to the obligation of the Issuer to pay principal and interest on such
Outstanding Series 2006 Bonds.
This Bond is subject to optional prepayment prior to the due dates set forth above at the
option of the Issuer, at any time and from time to time, but only upon at least five Business Days'
prior notice from the Issuer to the Registered Holder and only on or after November 1, 2016. The
prepayment shall include the principal being prepaid and the interest accrued thereon to the
prepayment date, and any Prepayment Fee due as hereinafter provided. 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 Issuer and Registered Holder may agree in writing.
For purposes hereof, the Prepayment Fee will be the sum of fees calculated separately for
each Prepaid Installment, as follows:
(i) The Registered Holder will first determine the amount of interest which would have
accrued as of each Interest Payment Date from the date of the prepayment at the Taxable
Equivalent Rate for the Prepaid Installment had it remained outstanding until the applicable
Original Payment Date.
(ii) The Registered Holder will then subtract from each interest amount determined in (i),
above, the amount of interest which would accrue for that Prepaid Installment as of each Interest
Payment Date from the date of the prepayment if it were reinvested at the Treasury Rate from the
date of prepayment through the Original Payment Date.
(iii) If (i) minus (ii) for the Prepaid Installment is greater than zero, the Registered Holder
will calculate the present value of the differences to the date of prepayment using the Treasury
Rate as the discount rate. The Registered Holder will then add together all of the discounted
differences and the result will be the Prepayment Fee for the Prepaid Installment.
The following definitions will apply to the calculation of the Prepayment Fee:
(i) "Original Payment Dates" mean the dates on which the prepaid principal would have
been paid if there had been no prepayment.
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(ii) "Prepaid Installment" means the amount of the prepaid principal which would have
been paid on a single Original Payment Date.
(iii) "Taxable Equivalent Rate" means the interest rate per annum derived by dividing
1.95% by the difference of 1 minus the Maximum Corporate Income Tax Rate as of the date of
the prepayment.
(iv) "Treasury Rate" means the yield on the Treasury Constant Maturity Series with
maturity equal to the Original Payment Date of the Prepaid Installment (calculated as of the date
of prepayment in accordance with accepted financial practice and rounded to the nearest quarter -
year), as reported in Federal Reserve Statistical Release H.15, Selected Interest Rates of the
Board of Governors of the Federal Reserve System, or any successor publication. If no maturity
exactly corresponding to such Original Payment Date appears in Release H.15, the Treasury Rate
will be determined by linear interpolation between the yields reported in Release H.15. If for any
reason Release H.15 is no longer published, the Registered Holder shall select a comparable
publication to determine the Treasury Rate.
This Bond is issued under the authority of and in full compliance with the Constitution
and laws of the State of Florida, particularly Chapter 166, Part II, Florida Statutes, Article VIII,
Section 2 of the Constitution of the State of Florida, the Charter of the Issuer, and other
applicable provisions of law, and Resolution No. R04 -052, duly adopted by the City Commission
of the Issuer on April 7, 2004, as amended and supplemented, particularly as supplemented by
Resolution No. R15- adopted on May 5, 2015 (collectively, 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.
Capitalized terms not defined herein shall have the meaning assigned to such terms in the
Resolution. This Bond constitutes an Additional Bond under the Resolution, the principal,
prepayment fee, if any, and interest (except as provided herein with respect to certain interest and
the Late Payment Fee) of which is payable on a parity with the Series 2006 Bonds and any other
Additional Bonds that may be issued from time to time in accordance with the provision of the
Resolution.
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.
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IN WITNESS WHEREOF, the City of Boynton Beach, Florida, has issued this bond and
has caused the same to be executed by the manual signature of its Mayor and attested and
countersigned by the manual signature of its Clerk and its official seal to be affixed hereon, all as
of Ma 2015.
��" .,. CITY OF BOYNTON BEACH, FLORIDA
O w ,
O u By /
Mayor
A
ALA,. .
_ .
Cle
CERTIFICATE OF AUTHENTICATION
This bond is the Bond of the issue described in the within- mentioned Resolution.
DATE OF AUTHENTICATION: May 15, 2015
Office of the Director of Financial Services, as Registrar
By:
Authorized Officer
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IN WITNESS WHEREOF, the City of Boynton Beach, Florida, has issued this bond and
has caused the same to be executed by the manual signature of its Mayor and attested and
countersigned by the manual signature of its CIerk and its official seal to be affixed hereon, all as
ofMay15,2015. .
(SEAL) CITY OF BOYNTON BEACH, FLORIDA
•
1
By v / ` / _ �•
Mar,
ATTESTED: /
CERTIFICATE OF AUTHENTICATION
This bond is the Bond of the issue described in the within- mentioned Resolution.
DATE OF AUTHENTICATION: May 15, 2015
Office of the Director of Financial Services, as Registrar
By_ 743 `
Authorized Officer
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