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90-FFFF05/15/90 4077M Execution Copy RESOLUTION NO. 90-FFFF A SUPPLEMENTAL RESOLUTION PROVIDING FOR THE ISSUANCE OF $9,215,000 AGGREGATE PRINCIPAL AMOUNT OF PUBLIC SERVICE TAX REVENUE BONDS, SERIES 1990, OF THE CITY OF BOYNTON BEACH, FLORIDA, TO BE ISSUED AS ADDITIONAL BONDS UNDER RESOLUTION NO. 86-EEEE; FIXING AND DETERMINING THE PRINCIPAL AMOUNT, INTEREST RATES, MATURITY DATES, REDEMPTION PROVISIONS AND OTHER DETAILS OF SAID BONDS; FINDING THE NECESSITY FOR A NEGOTIATED SALE OF SUCH BONDS; APPROVING AND AUTHORIZING THE SALE OF SUCH BONDS; APPROVING AND AUTHORIZING THE DISTRIBUTION OF A PLACEMENT MEMORANDUM IN CONNECTION WITH SUCH BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PLACEMENT AGREEMENT TO BE EXECUTED BY AND BETWEEN THE CITY AND TRUST COMPANY BANK; PROVIDING FOR THE APPLICATION OF THE PROCEEDS RECEIVED FROM THE SALE OF SAID BONDS; AUTHORIZING THE PURCHASE OF A BOND INSURANCE POLICY; DESIGNATING THE BOND REGISTRAR FOR SAID BONDS; PROVIDING A COVENANT AS TO COMPLIANCE WITH FEDERAL TAX LAWS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Boynton Beach, Florida (the "City") is authorized by the Constitution and laws of the State of Florida, including the City's Charter (Charter 24398, Laws of Florida, Acts of 1947, as amended and supplemented) and Chapter 166, Florida Statutes to issue revenue bonds of the City payable from Designated Revenues (as described in the 1986 Resolution hereinafter mentioned) for any lawful purpose; WHEREAS, a Judgment (the "Refunded Debt") has been rendered against ~he City in Case Nos. CL 86-3661 AE and CL 87-1638 AE in the Circuit Court of the Fifteenth Judicial Circuit of Florida, in and for Palm Beach County, Florida; and WHEREAS, the City has heretofore, pursuant to Resolution No. 90-PP, authorized the issuance of not exceeding $10,500,000 in aggregate principal amount of bonds for the purpose of providing funds to satisfy the Refunded Debt; and WHEREAS, pursuant to Resolution No. 90-QQ the City has heretofore issued its Public Service Tax Revenue Bond Anticipation Note, Series 1990A in the aggregate principal amount of $5,151,500 (the "Note"); and WHEREAS, a portion of the proceeds of the Note were used to satisfy a portion of the Refunded Debt; and WHEREAS, the City is obligated to pay the outstanding balance of the Refunded Debt ($3,000,000); and WHEREAS, pursuant to Resolution No. 86-EEEE adopted by the City Council of the City (the "City Council") on November 5, 1986 (the "1986 Resolution") the City has heretofore issued $11,650,000 aggregate principal amount of its Public Service Tax Revenue Bonds, Series 1986 (the "1986 Bonds"); and WHEREAS, pursuant to the 1986 Resolution the 1986 Bonds are secured by a lien upon and pledge of certain "Designated Revenues" as defined in the 1986 Resolution; and WHEREAS, pursuant to the 1986 Resolution additional Bonds (as defined in the 1986 Resolution) may be issued by the City for any lawful purpose upon the terms and conditions of the 1986 Resolution, such additional Bonds to be payable from and secured by a lien upon and pledge of the Designated Revenues that is on a parity with and entitled to the same benefit and security of the 1986 Resolution as the 1986 Bonds; and WHEREAS, the City desires to issue additional obligations as additional parity Bonds under the 1986 Resolution to provide funds to pay the balance of the Refunded Debt, to pay the outstanding balance of the Note, to provide for an additional deposit to the Reserve Subaccount (as defined in the 1986 Resolution), and to pay costs of issuing such additional Bonds (including the cost of municipal bond insurance thereon); and WHEREAS, prior to the issuance of such additional Bonds the conditions set forth in Section 209 of the 1986 Resolution shall be satisfied; and WHEREAS, the City Council has determined that because of the unsettled nature of the municipal bond market and for other reasons the sale of such additional Bonds through negotiation is in the best interest of the City and that the sale of such additional Bonds through negotiation with the Original Purchaser (hereinafter defined) is in the best interest of the City; and WHEREAS, the City Council has received from Trust Company Bank (the "Placement Agent") a proposal in the form of a Bond Placement Agreement to be dated May 21, 1990 by and between the City and the Placement Agent relating to the sale of such additional Bonds and -2- 4077M the City Council has determined that the acceptance of such proposal is in the best interests of the City and will effect the purposes set forth in the 1986 Resolution; and WHEREAS, it is necessary and desirable to approve the form of a Placement Memorandum in connection with the issuance of such additional Bonds; and WHEREAS, it is necessary and desirable to specify the date, the interest rates, maturity dates, and prepayment provisions for such additional Bonds and to appoint First Union National Bank of Florida as Bond Registrar for such additional Bonds. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BOYNTON BEACH, FLORIDA: Section 1. Authority for this Resolution. This Resolution is adopted pursuant to the provisions of the Charter of the City of Boynton Beach, Florida, the Constitution of the State of Florida, including, but not limited to, Article VIII, Section 2 thereof, and other applicable provisions of law, and the 1986 Resolution. Section 2. Definitions. Terms used herein in capitalized form and not otherwise defined herein shall have the meanings ascribed thereto in the 1986 Resolution. "Regular Record Date" means, with respect to the Series 1990 Bonds, with respect to an Interest Payment Date, the fifteenth (15th) day of the calendar month next preceding such Interest Payment Date. Section 3. Authorization of Bonds. Additional Bonds under Section 209 of the 1986 Resolution are hereby authorized to be issued under and pursuant to this Resolution and the 1986 Resolution in the aggregate principal amount of $9,215,000. The Bonds hereby authorized shall be known as "Public Service Tax Revenue Bonds, Series 1990" (the "Series 1990 Bonds"). The Series 1990 Bonds shall be on a parity with and shall be entitled to the same benefit and security of the 1986 Resolution as the 1986 Bonds. Prior to the issuance of the Series 1990 Bonds the conditions of Section 209 of the 1986 Resolution shall be satisfied. Section 4. Terms of the Series 1990 Bonds. (a) Amounts, Maturities, and Interest Rates. The Series 1990 Bonds shall be numbered consecutively from R-1 upward and shall be substantially in the form of the Series 1990 Bond attached hereto as Exhibit "A", with such changes as may be approved by the officers of the City executing the Series 1990 Bonds, such execution to be conclusive evidence of such approval. The Series 1990 Bonds shall be dated May 1, 1990, and shall bear interest -3- 4077M from such date, payable semi-annually on the first day of May and November of each year commencing November 1, 1990. The Series 1990 Bonds shall be Current Interest Bonds and shall be issued in the aggregate principal amounts, shall bear interest at the rates per annum computed on the basis of a 360 day year consisting of twelVe (12) thirty (30) day months, and shall mature on November 1 of the years, as set forth in the following table: AmOunt Maturity Interest Rate 230,000 1991 6.15% 245,000 1992 6.25 260,000 1993 6.35 275,000 1994 6.50 295,000 1995 6.60 315,000 1996 6.70 335,000 1997 6.80 355,000 1998 6.90 380,000 1999 7.00 405,000 2000 7.05 435,000 2001 7.10 1,505,000 2004 7.30 4,180,000 2010 7.50 Series 1990 Bonds issued in exchange for or upon the registration of transfer of the Series 1990 Bonds on or after the first Interest Payment Date thereon shall bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless the date of such authentication shall be an Interest Payment Date to which interest on the Series 1990 Bonds has been paid in full or duly provided for, in which case such Series 1990 Bonds shall bear interest from such Interest Payment Date, provided that any Series 1990 Bond issued in exchange for or upon the transfer of any Series 1990 Bond on or after a Regular Record Date and before the Interest Payment Date next succeeding such Regular Record Date shall bear interest from such Interest Payment Date; provided further that if interest on the Series 1990 Bonds shall be in default, a Series 1990 Bond issued in exchange for or upon the registration of transfer of a Series 1990 Bond shall bear interest from the date to which interest has been paid in full on such Series 1990 Bond, or if no interest has been paid on the Bonds, from May 1, 1990. On each Interest Payment Date, interest accruing on the Series 1990 Bonds from and including the preceding Interest Payment Date (or May 1, 1990, as the case may be), to but not including such Interest Payment Date shall be due and payable. Payments of principal, premium, if any, and interest on the Series 1990 Bonds shall be made by check in the manner provided in the 1986 Resolution (or, at the option of any registered owner of at least $1,000,000 principal amount of Series 1990 Bonds, by wire transfer), or in such other manner (including wire transfer) as may be agreed upon by the Bond Registrar and the registered owner of a Series 1990 Bond. ..... 4- 4077M (b) Qptional Redemption. The Series 1990 Bonds maturing prior to November 1, 2000 are not subject to redemption prior to maturity. The Series 1990 Bonds maturing on and after November 1, 2000, are subject to redemption at the option of the City, on or after May 1, 2000, in whole, at any time, or in part on any Interest Payment Date, at the redemption prices (expr.essed as percentages of the principal amount of the Series 1990 Bonds to be redeemed) as set forth below, plus accrued and unpaid interest thereon to the date of redemption. REDEMPTION DATES REDEMPTION PRICES May 1, 2000 through April 30, 2001 May 1, 2001 through April 30, 2002 May 1, 2002 and thereafter 102% 101 100 (c) Amortization Requirements of Series 1990 Bonds The Series 1990 Bonds maturing in the years 2004 (the "2004 Term Bonds") and 2010 (the "2010 Term Bonds") shall have the following Amortization Requirements and shall be subject to mandatory sinking fund redemption in part by the City at a redemption price equal to the unpaid principal amount thereof plus accrued interest thereon to the redemption date, on November 1 in such years and in the principal amounts as set forth below: Year 2004 TERM BONDS Amortization Requirement 2002 465,000 2003 500,000 2004 540,000 Year 2010 TERM BONDS Amortization Requirement 2005 580,000 2006 620,000 2007 665,000 2008 715,000 2009 770,000 2010 830,000 If prior to any November 1 the City shall purchase for canCellation or redeem 2004 Term Bonds or 2010 Term Bonds in excess of the aggregate mandatory redemption requirement for -5- 4077M such 2004 Term Bonds or 2010 Term Bonds, respectively, to but not including such November 1, such excess of 2004 Term Bonds or 2010 Term Bonds, respectively, so purchased or redeemed and not previously applied as a credit pursuant to this Section 4 shall be credited over such of the remaining mandatory redemption dates for such 2004 Term Bonds or 2010 Term Bonds, respectively, as the City shall determine, and shall reduce the amount of Term Bonds otherwise subject to redemption and due, respectively, on such date(s). Provided, however, that no such excess shall be credited to the amount of 2004 Term Bonds or 2010 Term Bonds subject to mandatory redemption on a particular November 1 after the selection of 2004 Term Bonds or 2010 Term Bonds, respectively, to be redeemed on such date has been made. Section 5. Bond Registrar. The City hereby appoints First Union National Bank of Florida as Bond Registrar with respect to the Series 1990 Bonds. For purposes of this Resolution and the Series 1990 Bonds, the initial principal corporate trust office and the notice address for purposes of Section 1202 of the 1986 Resolution of the Bond Registrar shall be: First Union National Bank of Florida 31 - 4th Street South St. Petersburg, Florida 33701 Attn: Corporate Trust Department The Mayor is hereby authorized and directed for and in the name of the City, and the City Clerk is authorized to attest and apply the seal of the City to an agreement with the Bond Registrar providing fOr the appointment of and acceptance by the Bond Registar of the position of Bond Registrar. Section 6. Approval of Placement of the Series 1990 Bonds. The City hereby determines that a negotiated sale of the Series 1990 Bonds is in the best interest of the City and the citizens and inhabitants of the City by reason of the volatility of the market for tax exempt bonds. The City hereby approves the sale of the Series 1990 Bonds by the Placement Agent to the original purchasers thereof for a price of $9,099,812.50, plus accrued interest from May 1, 1990 to the date of delivery, with the date of delivery to follow in the manner and at the time and subject to the conditions set forth in the Bond Placement Agreement. The Placement Agent has filed with the City the disclosure statement required by Section 218.385(4), Florida Statutes, and the competitive bidding for the Series 1990 Bonds is hereby waived pursuant to the authority of Section 218.385(1), Florida Statutes. Attached hereto as Exhibit "B" is a form of Bond Placement Agreement (the "Bond Placement Agreement"). The City approves the Bond Placement Agreement and the Mayor is hereby authorized and directed for and in the name of the City to execute, and the City Clerk or any deputy thereof is authorized to -6- 4077M attest to and affix the seal of the City to and deliver the Bond Placement Agreement to the Placement Agent. Section 7. Placement Memorandum. The City hereby approves the form and content of the final Placement Memorandum dated May 21, 1990 relating to the Series 1990 Bonds attached hereto as Exhibit "C." The Mayor and the City Manager are hereby authorized and directed to execute the Placement Memorandum, as hereby approved. Section 8. Application of Series 1990 Bond Proceeds; Prepayment of Note. Proceeds from the sale of the Series 1990 Bonds shall be paid to the Fiscal Agent, being the Finance Director, to be applied as follows: (a) Deposit to the Reserve Subaccount $ (b) Deposit to the Principal and Interest Subaccount $ (c) Payment of the Note $ (d) Payment of the Refunded Debt $ (e) Payment of costs of issuance of the Bonds, other than bond insurance $ (f) Bond insurance premium $ 893,500.00 362,519.38 4,803,857.00 3,000,000.00 7,500.00 71,000.00 Any amounts remaining after the payments described in (c), (d), (e) and (f) above have been made shall be deposited in the Principal and Interest Subaccount. The Note shall be prepaid in full on May 22, 1990 from proceeds of the Bonds and amounts held in the Note Payment Fund established in connection with the issuance of the Note~ Section 9. Execution and Delivery of the Series 1990 Bonds. The Mayor and the City Clerk are hereby authorized and directed on behalf of the City to execute the Series 1990 Bonds as provided in the 1986 Resolution and such officials are hereby authorized and directed upon the execution of the Series 1990 Bonds in the form and manner set forth herein and in the 1986 Resolution to deliver the Series 1990 Bonds in the amount authorized to be issued hereunder to the Bond Registrar for authentication (upon the satisfaction of the conditions of Section 209 of the 1986 Resolution) and delivery to or upon the order of the Placement Agent upon payment of the purchase price set forth herein. Section 10. Authorizations. The Mayor, the City Clerk, any deputy City Clerk, the Finance Director and the City Manager are hereby jointly and severally authorized to do all acts and things required of them by this Resolution, the 1986 Resolution, the Bond Placement Agreement, or desirable or consistent with %he requirements hereof or thereof, for the full, punctual and complete performance of all terms, covenants and agreements -7- 4077M contained in the Series 1990 Bonds, the 1986 Resolution, this Resolution, and the Bond Placement Agreement. The Mayor, the Finance Director and the City Manager, or any of them, are authorized to arrange for municipal bond insurance on the Series 1990 Bonds to be provided by Municipal Bond Investors Assurance Corporation, to pay the premium with respect thereto, and to take all actions and execute such documents as may be required in connection therewith. Section 11. Compliance with Tax Requirements. The City hereby covenants and agrees, for the benefit of the Bondholders from time to time of the Series 1990 Bonds, to comply with the requirements applicable to it contained in Section 103 and Part IV of Subchapter B of Chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code") to the extent necessary to preserve the exclusion of interest on the Series 1990 Bonds from gross income for federal income tax purposes. Specifically, without intending to limit in any way the generality of the foregoing, the City covenants and agrees: (1) to pay to the United States of America from, to the extent legally available, the funds and sources of revenues pledged to the payment of the Series 1990 Bonds, and from any other legally available funds, at the times required pursuant to Section 148(f) of the Code, the excess of the amount earned on all non-purpose investments (as defined in Section 148(f)(6) of the Code) (other than investments attributed to an excess described in this sentence) over the amount which would have been earned if such non-purpose investments were invested at a rate equal to the yield on the Series 1990 Bonds, plus any income attributable to such excess (%he "Rebate Amount"); (2) to maintain and retain all records pertaining to and to be responsible for making or causing to be made all determinations and calculations of the Rebate Amount and required payments of the Rebate Amount as shall be necessary to comply with the Code; (3) to refrain from using proceeds from the Series 1990 Bonds in a manner that would cause the Bonds or any of them, to be classified as private activity bonds under Section 141(a) of the Code; and (4) to take or refrain from taking any action that would cause the Series 1990 Bonds, or any of them, to become arbitrage bonds under Section 103(b) and Section 148 of the Code. -8- 4077M The City understands that the foregoing covenants impose continuing obligations on the City to comply with the requirements of Section 103 and Part IV of Subchapter B of Chapter 1 of the Code so long as such requirements are applicable. Unless otherwise specified in a Supplemental Resolution, the City shall designate a certified public accountant, Bond Counsel, or other professional consultant having the skill and expertise necessary (the "Rebate Analyst") to make any and all calculations required pursuant to this Section regarding the Rebate Amount. Such calculation shall be made in the manner and at such times as specified in the Code. The City shall engage and shall be responsible for paying the fees and expenses of the Rebate Analyst. Section 12. Holidays; Time. In any case where the date of maturity of interest on or principal of the Series 1990 Bonds or the date fixed for redemption of any Series 1990 Bonds is not a Business Day, then payment of principal, premium, if any, or interest need not be made on such date but may be made on the next succeeding Business Day, with the same force and effect as if made on the date of maturity or the date fixed for redemption. Section 13. Notice. Any notice, demand, direction, request or other instrument to be given to or filed with Muncipal Bond Investors Assurance Corporation, as Insurer of the Series 1990 Bonds, shall he provided in the manner required by Section 1202 of the 1986 Resolution to the following address: Municipal Bond Investors Assurance Corporation 113 King Street Armonk, New York 10504 A copy of any amendment hereto, to the 1986 Resolution or to any other document authorizing the issuance of the Series 1990 Bonds, which is consented to by the Insurer (which consent is not to be required solely by virtue of this Section 13), shall be sent to Standard & Poor's by the City by registered or certified mail. Section 14. Resolution to Constitute a Contract. In consideration of the purchase and acceptance of the Bonds authorized to be issued hereunder by those who shall be the Bondholders thereof from time to time, this Resolution shall constitute a contract between the City and such Bondholders, and all covenants and agreements herein and in the 1986 Resolution set forth to be performed by the City shall be for the equal benefit and security of all of the Bondholders. Section 15. 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 Bonds is intended or shall be construed to give any person other than the City, the Placement Agent, and the Bondholders, any legal or equitable right, remedy or claim under or with respect to this -9- 4077M 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 City, the Placement Agent and the Bondholders. Section 16. 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 effect 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 17. Repealer. Ail Resolutions or parts thereof of the City in conflict with the provisions herein contained or, to the extent of any such conflict, hereby superseded and repealed. Upon the issuance of the Series 1990 Bonds and the application of the proceeds thereof to pay the outstanding balance of the Note and the Refunded Debt, Resolution 90-PP of the City shall be repealed in its entirety. Section 18. Effective Date. This Resolution effect immediately upon its adoption. shall take PASSED AND ADOPTED THIS 21st DAY OF MAY, 1990. (SEAL) ATTEST: Dep~t~ ~ity Clerk CITY OF 'LORIDA B om~issioner ~ ~ Cor~kissioner ~omm~ssioner -10- 4077M NO. $ United States of America State of Florida County of Palm Beach City of Boynton Beach Public Service Tax Revenue Bond Series 1990 Interest Rate Maturity Date Dated Date CUSIP No. Registered Owner Principal Amount May 1, 1990 103575 Dollars The City of Boynton Beach (the "City"), a municipal corporation organized and existing under the laws of the State of Florida, for value received, promises to pay, but solely from the sources and in the manner described herein, to the Registered Owner named above, or registered assigns, on the Maturity Date set forth above (or earlier as hereinafter provided), upon the presentation and surrender hereof at the principal corporate trust office of First Union National Bank of Florida, in St. Petersburg, Florida (said bank, together with any successor appointed to act as such, is hereinafter referred to as the "Bond Registrar"), the Principal Amount set forth above in any coin or currency of the United States of America that on the date of payment thereof is legal tender for the payment of public and private debts, and to pay in like coin or currency interest on said Principal Amount on each May 1 and November 1, commencing November 1, 1990, solely from such sources, from the date hereof or the May 1 or November 1 next preceding the date on which this Bond is authenticated unless it is authenticated on a May 1 or November 1, in which event from such date, at the Interest Rate set forth above computed on the basis of a 360 day year consisting of twelve (12) thirty (30) day months until the Principal Amount hereof is paid. The interest so payable and punctually paid or duly provided for on any interest payment date will, as provided in the Resolution hereinafter referred to, be paid by check mailed (or , at the option of any person in whose name $1,000,000 or more in principal amount of Bonds of this Series are registered, by wire transfer) to the person in whose name this Bond is registered at the close of business on the regular record date for such interest, which shall be the fifteenth (15th) day of the calendar month next preceding such interest payment date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered owner on such regular record date and may be paid to the person in whose name this Bond is registered at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Bond Registrar, notice thereof being given by the Bond Registrar by mail to the registered owners not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchan§e on which the Bonds of this series may be listed and upon such notice as may be required by such exchange, all as more fully provided in the Resolution (hereinafter defined). In any case where the date of maturity of interest on or principal of this Bond or the date fixed for redemption of this Bond is not a Business Day, then payment of principal, premium, if any, or interest need not be made on such date but may be made on the next succeeding Business Day, with the same force and effect as if made on the date of maturity or the date fixed for redemption. This Bond does not constitute a general debt of the City or a pledge of the full faith and credit of the City, but shall be payable exclusively from the proceeds recveived by the City from certain designated, non-ad valorem tax revenue sources, particularly certain public service tax revenues (the "Designated R " evenues ). The issuance of this Bond shall not directly or indirectly or contigently obligate the City to levy or to pledge any form of taxation whatever therefor, other than the Designated Revenues, and the holder of this Bond shall have no recourse to the power of ad valorem taxation. ADDITIONAL PROVISIONS OF THIS BOND ARE SET FORTH ON THE REVERSE HEREOF AND SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH SET FORTH HERE. This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Resolution until it shall have been authenticated by the execution by the Bond Registrar of the certificate of authentication endorsed hereon. -2- 4083M Ail acts and conditions required to happen, exist and be performed precedent to and in the issuance of this Bond have happened, exist and have been performed as so required. IN WITNESS WHEREOF, the City of Boynton Beach, Florida has caused this Bond to be executed in its name by the facsimile signature of its Mayor and attested by the facsimile signature of its City Clerk and a facsimile of its official seal to be imprinted hereon, all as of the 1st day of May, 1990. CITY OF BOYNTON BEACH, FLORIDA By: Mayor [Seal] Attest: City Clerk -3- 4083M CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds issued under the provisions of the within-mentioned Resolution. Date of Authentication: First Union National Bank of Florida, as Bond Registrar By: Authorized Signatory [REVERSE OF BOND] This Bond is one of a duly authorized series of revenue bonds of the City in the initial aggregate principal amount of $9,215,000 known as "City of Boynton Beach, Florida, Public Service Tax Revenue Bonds, Series 1990" (the "Series 1990 Bonds"), issued for the purpose of providing funds to pay a certain bond anticipation note of the City, to satisfy a portion of a certain judgment against the City, to provide for a deposit to the Reserve Subaccount, and to pay the costs of issuing the Series 1990 Bonds. The Series 1990 Bonds, together with any other Bonds of the City issued under the Resolution are collectively referred to herein as the "Bonds". The Bonds are issued under and pursuant to Resolution No. 86-EEEE duly adopted by the City Council on November 5, 1986, as amended and supplemented (the "Resolution"), reference to which is hereby made for the provisions, among others, with respect to the custody and application of the proceeds of Bonds issued under the Resolution, the account charged with and pledged to the payment of the principal of, premium, if any, and interest on the Bonds, the nature and extent of the security, the terms and conditions on which the Bonds are or may be issued, the rights, duties and obligations of the City under the Resolution and the rights of the owners of the Bonds, and by the acceptance of this Series 1990 Bond, the owner hereof assents to all the provisions of Resolution. the -4- 4083M This Series 1990 Bond is issued, and the Resolution was adopted, pursuant to the Constitution and laws of the State of Florida, particularly the Charter of the City and Chapter 166 Florida Statutes. , Reference is made to the Resolution for a more complete statement of the provisions thereof and of the rights of the City and the owners of Bonds. Copies of the Resolution are on file and may be inspected at the principal office of the Finance Director of the City in the City of Boynton Beach, Florida. The Resolution provides for the deposit of the proceeds received by the City from Designated Revenues (subject to the prior pledge thereof in favor of the City's Recreational Facilities Revenue Bonds, Series 1984 and the parity pledge thereof in favor of the City's Public Service Tax Revenue Bonds, Series 1986) to the credit of a special account, which account is pledged to the extent set forth in the Resolution to the payment of the principal of, premium, if any, and interest on all Bonds and Parity Indebtedness issued under or in accordance with the Resolution. The owner of this Series 1990 Bond shall not have any right to enforce the provisions of the Resolution, to institute action to enforce the covenants therein, to take any action with respect to any event of default under the Resolution, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Resolution. Upon the occurrence of certain events of default under the Resolution, and on the conditions, in the manner and with the effect set forth in the Resolution, the principal of all Bonds then outstanding under the Resolution, together with the interest accrued thereon, may become or may be declared due and payable before the stated maturities thereof. Modifications or alterations of the Resolution or of any resolution supplemental thereto may be made only to the extent and under the circumstances permitted by the Resolution. Registration and Exchange The Series 1990 Bonds are issuable as registered Bonds without coupons in the denomination of $5,000 or any integral multiple thereof. At the principal corporate trust office of the Bond Registrar in the manner and subject to the limitations and conditions provided in the Resolution, Series 1990 Bonds may be exchanged for an equal aggregate principal amount of Series 1990 Bonds of the same maturity, of other authorized denominations and bearing interest at the same rate. -5- 4083M This Series 1990 Bond may be transferred by the owner hereo in person or by his at f r' ' ~ torney or legal representative at the p lnclpal corporate trust office of the Bond Registrar but only in the manner and subject to the limitations and conditions provided in the Resolution and upon the surrender and cancellation of this Series 1990 Bond. Upon any such transfer the City shall execute and the Bond Registrar shall authenticate and deliver in exchange for this Series 1990 Bond a new Series 1990 Bond or Bonds, registered in the name of the transferee, of authorized denominations in aggregate principal amount equal to the principal amount of this Series 1990 Bond, of the same maturity and bearing interest at the same rate. Any BondhOlder requesting any exchange or registration of transfer of this Series 1990 Bond shall pay any tax or other governmental charge required to be paid with respect thereto but shall not bear any other cost with respect thereto. The Bond Registrar shall not be required to make any exchange or to register the transfer of any Series 1990 Bond during the period of fifteen (15) days immediately preceding the day on which a notice of redemption of Bonds or any portion thereof is to be mailed or after such Bond (or any portion thereof) has been selected for redemption. Qptional Redemption The Series 1990 Bonds maturing prior to November 1, 2000 are not subject to redemption prior to maturity. The Series 1990 Bonds maturing on and after November 1, 2000, are subject to redemption at the option of the City, on or after May 1, 2000, in whole at any time, or in part on any interest payment date, at the redemption prices (expressed as percentages of the principal amount of the Series 1990 Bonds to be redeemed) as set forth below, plus accrued and unpaid interest thereon to the date of redemption. REDEMPTION DATES May 1, 2000 through April 30, 2001 May 1, 2001 through April 30, 2002 May 1, 2002 and thereafter REDEMPTION PRICES 102% 101 100 Amortization Requirements of Series 1990 Bonds The Series 1990 Bonds maturing in the year 2004 (the "2004 Term Bonds") and 2010 (the "2010 Term Bonds") shall have the following Amortization Requirements and shall be subject to mandatory sinking fund redemption in part by the City at a redemption price equal to the unpaid principal amount thereof plus accrued interest thereon to the redemption date, on November t in -6- 4083M such years and in the principal amounts as set forth below: Year 2004 TERM BONDS Amortization Requirement 2002 465,000 2003 500,000 2004 540,000 ~ear 2010 TERM BONDS Amortization Requirement 2005 580,000 2006 620,000 2007 665,000 2008 715,000 2009 770,000 2010 830,000 If prior to any November i the City shall purchase for cancellation or redeem 2004 Term Bonds or 2010 Term Bonds in excess of the aggregate mandatory redemption requirement for such 2004 Term Bonds or 2010 Term Bonds, respectively, to but not including such November 1, such excess of 2004 Term Bonds or 2010 Term Bonds, respectively, so purchased or redeemed and not previously applied as a credit pursuant to this Section 4 shall be credited over such of the remaining mandatory redemption dates for such 2004 Term Bonds or 2010 Term Bonds, respectively, as the City shall determine, and shall reduce the amount of Term Bonds otherwise subject to redemption and due, respectively, on such date(s). Provided, however, that no such excess shall be credited to the amount of 2004 Term Bonds or 2010 Term Bonds subject to mandatory redemption on a particular November 1 after the selection of 2004 Term Bonds or 2010 Term Bonds, respectively, to be redeemed on such date has been made. Selection of Bonds and Notice of Redemption If less than all of the Series 1990 Bonds of any one maturity shall be called for redemption, the particular Series 1990 Bonds or portions of Series 1990 Bonds to be redeemed shall be selected by lot or in such other manner as the Fiscal Agent deems appropriate as provided in the Resolution. -7- 4083M At least thirty (30) days before the redemption date of any Series 1990 Bonds, whether such redemption is in whole or in part, the City shall cause a notice of any such redemption signed by the Fiscal Agent to be mailed, first class mail, postage prepaid, to all registered owners of Series 1990 Bonds to be redeemed in whole or in part, but any defect in such notice or the failure so to mail any such notice to the registered owner of any Series 1990 Bond shall not affect the validity of the proceedings for the redemption of any other Series 1990 Bonds. On the date fixed for redemption, notice having been mailed in the manner provided in the Resolution, the Series 1990 Bonds or portions thereof called for redemPtion shall be due and payable at the redemption price provided therefor, plus accrued interest to such date. If a portion of this Series 1990 Bond shall be called for redemption a new Series 1990 Bond or Bonds in principal amount equal to the unredeemed portion hereof will be issued to the registered owner upon the surrender hereof. Statement of Insurance The Municipal Bond Investors Assurance Corporation (the "Insurer") has issued a policy containing the following provisions, such policy being on file at the office of First Union National Bank of Florida, St. Petersburg, Florida (the "Paying Agent"). "The Insurer, in consideration of the payment of the premium and subject to the terms of this policy, hereby unconditionally and irrevocably guarantees to any owner, as hereinafter defined, of the following described obligations, the full and complete payment required to be made by or on behalf of the Issuer to First Union National Bank of Florida, St. Petersburg, Florida or its successor (the "Paying Agent") of an amount equal to (i) the principal of (either at the stated maturity or by any advancement of maturity pursuant to a mandatory sinking fund payment) and interest on, the Obligations (as that term is defined below) as such payments shall become due but shall not be so paid (except that in the event of any acceleration of the due date of such principal by reason of mandatory or optional redemption or acceleration resulting from default or otherwise, other than any advancement of maturity pursuant to a mandatory sinking fund payment, the payments guaranteed hereby shall be made in such amounts and at such times as such payments of principal would have been due had there not been any such acceleration); and (ii) the reimbursement of any such payment which is subsequently recovered from any owner pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes an avoidable preference to such owner within the meaning of any applicable bankruptcy law. The amounts referred to in clauses (i) and (ii) of the preceding sentence shall be referred to herein collectively as the "Insured Amounts." "Obligations" shall mean the City of Boynton Beach, Florida, Public Service Tax Revenue Bonds, Series 1990. -8- 4083M "Upon receipt of telephonic or telegraphic 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 Insurer from the Paying Agent or any owner of an Obligation the payment of an Insured Amount for which is then due, that such required payment has not been made, the Insurer on the due date of such payment or within one business day after receipt of notice of such nonpayment, whichever is later, will make a deposit of funds, in an account with Citibank, N.A., in New York, New York, or its successor, sufficient for the payment of any such Insured Amounts Which are then due. Upon presentment and surrender of such Obligations or presentment of such other proof of ownership of the Obligations, together with any appropriate instruments of assignment to evidence the assignment of the Insured Amounts due on the Obligations as are paid by the Insurer, and appropriate instruments to effect the appointment of the Insurer as agent for such owners of the Obligations in any legal proceeding related to payment of Insured Amounts on the Obligations, such instruments being in a form satisfactory to Citibank, N.A., Citibank, N.A. shall disburse to such owners, or the Paying Agent payment of the Insured Amounts due on such Obligations, less any amount held by the Paying Agent for the payment of such Insured Amounts and legally available therefor. This policy does not insure against loss of any prepayment premium which may at any time be payable with respect to any Obligation. "As used herein, the term "owner" shall mean the registered owner of any Obligation as indicated in the books maintained by the Paying Agent, the Issuer, or any designee of the Issuer for such purpose. The term owner shall not include the Issuer or any party whose agreement with the Issuer constitutes the underlying security for the Obligations. "Any service of process on the Insurer may be made to the Insurer at its offices located at 113 King Street Armonk, New York, 10504. , "This policy is non-cancellable for any reason. The premium on this policy is not refundable for any reason including the payment prior to maturity of the Obligations. "The insurance provided by this Policy is not covered by the Florida Insurance Guaranty Association created under chapter 631 Florida Statutes." , -9- 4083M May 22, 1990 City of Boynton Beach, Florida Palm Beach County, Florida RE: $9,215,000 City of Boynton Beach, Florida, Public Service Tax Revenue Bonds, Series 1990 Ladies and Gentlemen: We have acted as bond counsel in connection with the issuance and sale by City of Boynton Beach, Florida (the "Issuer") of its $9,215,000 aggregate principal amount Public Service Tax Revenue Bonds, Series 1990 (the "Bonds"). The Bonds are issued pursuant to the Constitution and laws of the State of Florida, particularly the Charter of the Issuer, Article VIII, Section 2 of the Constitution and other applicable provisions of law (collectively, the "Act"), and Resolution No. 86-EEEE adopted by the Issuer November 5, 1986, as amended and supplemented (the "Resolution"). All terms used herein in capitalized form and not otherwise defined herein shall have the meanings ascribed thereto in the Resolution. The Bonds are dated May 1, 1990 and have been issued in the form of fully registered Bonds for the purpose of providing funds to (i) satisfy a portion of a judgment rendered against the Issuer (the "Refunded Debt") and (ii) refund the Issuer's Public Service Tax Revenue Bond Anticipation Note, Series 1990A. In rendering the opinions set forth herein, we have examined certified copies of the Resolution and are relying on the -10- 4083M representations, covenants and agreements of the Issuer contained therein, including, without limitation, the covenant of the Issuer contained in the Resolution to comply with the applicable requirements contained in Section 103 and Part IV of Subchap%er B of Chapter 1 of the Internal Revenue Code of 1986, as amended, and all temporary, proposed or permanent implementing regulations promulgated thereunder or applicable thereto (the "Code") %o the extent necessary to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes. As to questions of fact material to our opinion we have relied upon representations of the Issuer contained in the Resolution and upon other certifications, agreements, documents, and opinions of public officials and other officers and representatives of the various parties participating in this transaction, furnished to us, without undertaking to verify the same by independent investigation. We have assumed the genuineness of all signatures on all documents and instruments, the authenticity of documents submitted as originals and the conformity to originals of documents submitted as copies. We have not been engaged to or undertaken to review the accuracy, completeness, or sufficiency of any offering materials relating to the Bonds, and we express no opinion relating thereto herein. This opinion shall not be deemed or treated as an offering circular, prospectus or official statement, and is not intended in any way to be a disclosure document used in connection with the sale or delivery of the Bonds. We have not been engaged to and therefore express no opinion as to the compliance by the Issuer with any federal or state statute, regulation or ruling with respect to the sale or distribution of the Bonds. The opinions set forth below are expressly limited to, and we opine only with respect to, the laws of the State of Florida and the federal income tax laws of the United States of America. Based upon and subject to the foregoing, we are of the opinion as of the date hereof and under existing law, as follows: 1. The Resolution, including the lien on and pledge of the Designated Revenues in favor of the Bonds, constitutes a valid and binding obligation of the Issuer, enforceable in accordance with its terms. 2. The Bonds have been duly authorized, executed, and delivered by the Issuer and are valid and binding special obligations of the Issuer, payable solely from the sources ~ -11- 4083M provided therefor in the Resolution. The Bonds are not required to be validated pursuant to Chapter 75, Florida Statutes. The Bonds may lawfully be issued for the purpose of providing funds to pay a portion of the Refunded Debt. 3. The interest on the Bonds is excludable from gross income of the Holders thereof for federal income tax purposes and is not an item of tax preference described in Section 57 of the Code for purposes of the federal alternative minimum tax imposed on individuals and corporations. It is to be noted that with respect to certain corporations such interest may be required to be taken into account in determining adjusted net book income and/or adjusted current earnings for purposes of calculating the alternative minimum taxable income of such corporations. The opinions expressed in the first sentence of this paragraph are conditioned upon continuing compliance by the Issuer with various covenants contained in the Resolution, including, without limitation, its covenant to comply with applicable requirements of the Code necessary in order to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes. Failure by the Issuer to comply with such requirements could cause the interest on the Bonds to be includable in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. Other provisions of the Code may give rise to collateral federal income tax consequences (which may be adverse) to particular Holders. This opinion is limited to matters expressly addressed above and no opinion is expressed herein regarding other federal tax consequences that may arise due to ownership of the Bonds. 4. The Bonds are exempt from all present intangible personal property taxes imposed by the State of Florida. Our opinions expressed herein are predicated upon present laws and interpretations thereof. We assume no affirmative obligation with respect to any change of circumstances or law (including laws that may result from legislation pending before Congress) that may adversely affect the tax-exempt status of interest on the Bonds after the date hereof. It is to be understood that the rights of Holders of the Bonds and the enforceability of the Bonds and the Resolution may be subject to the provisions of the bankruptcy laws of the United States of America and to other applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting creditors' rights, heretofore or hereinafter enacted, to -12- 4083M the extent constitutionally applicable, and that their enforcement may also be subject to eqUitable principles that may affect remedies or other equitable relief, or to the exercise of judicial discretion in appropriate cases. Very truly yours, (Form for Transfer) The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to the applicable laws or regulations. TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with the right of survivorship and not as tenants in common UNIFORM TRANS MIN ACT - (Cust.) Custodian for (Minor) under the Uniform Transfers to Minors of Act (State) Additional abbreviations may also be used though not in the above list. -13 - 4083M ASSIGNMENT FOR VALUE RECEIVED, the undersigned "Transferor"), hereby sells, assigns and transfers unto (the "Transferee") PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF TRANSFEREE (the the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints as attorney to register the transfer of the within Bond on the books kept for registration and registration of transfer thereof, with full power of substitution in the premises. Date: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a member firm of any other recognized national securities exchange or a commercial bank or a trust company. NOTICE: No transfer will be registered and no new Bond will be issued in the name of the Transferee, unless the signature(s) to this assignment correspond(s) with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number, if any, of the Transferee, is applied. -14- 4083M