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90-JA__dQp_t_. i on_ Copy RESOLUTION NO.~0-6 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $10,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF GENERAL OBLIGATION REFUNDING BONDS, OF THE CITY FOR THE PURPOSE OF REFUNDING A CERTAIN JUDGMENT AGAINST THE CITY; PROVIDING THAT SUCH GENERAL OBLIGATION REFUNDING BONDS SHALL CONSTITUTE GENERAL OBLIGATIONS OF THE CITY, AND THAT THE FULL FAITH, CREDIT AND TAXING POWER OF THE CITY SHALL BE IRREVOCABLY PLEDGED FOR THE PAYMENT OF THE PRINCIPAL OF AND THE INTEREST ON SUCH GENERAL OBLIGATION REFUNDING BONDS; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; PROVIDING FOR THE APPOINTMENT OF A PAYING AGENT AND A BOND REGISTRAR; AUTHORIZING THE VALIDATION OF SAID BONDS; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA: SECTION 1. Authorit¥~ This Resolution is adopted pursuant to the Charter of the ~ity of Boynton Beach, Florida, the Constitution of the State of FlOrida, including, but not limited to, Article VIII, Section 2, and Article VII, Section 12 thereof, and other applicable provisions of law. SECTION 2. Definitions. context otherwise requires: ¢ As used herein, unless the "Act" means 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, and Article VII, Section 12 thereof, and other applicable provisions of law. "Authorized Depositary" means any bank, trust company, national banking association, savings and loan association, savings bank or other banking association selected by the Issuer as a depositary, which is authorized under Florida law to be a depositary of municipal funds and which has qualified with all applicable state and federal requirements concerning the receipt of funds of the Issuer. "Bondholders" means the registered authorized representatives) of Bonds. owners (or their "Bond Registrar" means the Authorized Depositary appointed by the Issuer as such prior to the issuance of the Bonds, or any other agent of the Issuer designated from time to time by the Issuer, by resolution, to maintain the regis%ration books for the Bonds issued hereunder or to perform other duties with respect to registering the transfer of the Bonds. "Bonds" means the City 9f Boynton Beach, Florida, General Obligation Refunding Bonds, a~thorized to be issued pursuant to this Resolution in one or more series in the aggregate principal amount of not exceeding $10,000,000. "City Attorney" means the City Attorney of the Issuer or any Deputy or Assistant City Attorney. "Clerk" means the City Clerk of the Issuer or any Deputy or Assistant Clerk. "Code" means the Internal Revenue Code of 1986, as amended, and all temporary, proposed or permanent implementing regulations promulgated thereunder or applicable thereto. "Governing Body" means %he City Commission of the Issuer. -2- "Government Obligations" means direct obligations of the United States of America which are not subject to call or prepayment at the option of the United States of America prior to maturity. "Fiscal Year" means the period commencing on October 1 of each year and ending on the succeeding SePtember 30, or such other consecutive 12-month period as may hereafter be designated as the fiscal year of the Issuer pursuant to general law. "Issuer" means the City of Boynton Beach, Florida. "Mayor" means the Mayor or Vice-Mayor of the Issuer or the duly appointed designee of the Mayor. "Outstanding" or "Bonds Outstanding" means all which have been issued pursuant to this Resolution except: Bonds (a) Bonds cancelled after purchase by the Issuer in the open market or because of payment at or redemption prior to maturity; (b) Bonds which are deemed to be no longer Outstanding pursuant to Section 11 hereof; and (c) Bonds which are deemed to be no longer Outstanding pursuant to Section 6.H hereof. "Paying Agent" means the Authorized Depositary appointed by the Issuer hereunder to act as Paying Agent, or any other Authorized Depositary designated by the Issuer to serve as a paying Agent or place of payment for the Bonds issued hereunder that shall have agreed to arrange for the timely payment of the principal of, interest on and redemption premium, if any, with respect to the Bonds to the registered owners thereof, from funds made available therefor by the Issuer, and any successors designated pursuant to this Resolution. "Refunded Debt" means the certain judgment against the Issuer entered or to be entered in the Circuit Court of the Fifteenth Judicial Circuit of Florida, in and for Palm Beach County, Florida, in Case Nos. CL 86-3661 AE and CL 87-1638AE. Words in this Resolution importing singular numbers shall include the plural number in each case and vice versa, and words importing persons shall include firms, corporations, or other entities including governments or governmental bodies. SECTION 3. Findinqs and Determinations. ascertained, determined and declared that: It is hereby A. The Refunded Debt as or when entered is or '--3-- shall be, as the case may be, a valid obligation of the Issuer. B. It is in the best interest of the Issuer, its citizens and taxpayers to issue the Bonds in order to provide funds to satisfy the Refunded Debt. C. The Bonds will bear a lower interest rate than the interest rate of the Refunded Debt, and the rate of interest borne by the Bonds will not exceed the maximum interest rate established by general law. D. The principal amount of the Bonds shall not exceed the sum of the original principal amount of the Refunded Debt that remains unpaid on the date of issuance of the Bonds, together with any interest that may be due upon the Refunded Debt at the date of payment of the Refunded Debt. SECTION 4. Contract. In consideration of the acceptance of the Bonds authorized to be issued hereunder by those who shall hold the same from time to time, this Resolution shall be deemed to be and shall constitute a contract between the Issuer and the Bondholders. The covenants and agreements herein set forth to be performed by the Issuer shall be for the equal benefit, protection and security of the Bondholders and all Bonds shall be of equal rank and without preference, priority or distinction over any other thereof, except as expressly provided herein. SECTION 5. Authority for Refunding and Issuance of Bonds. The payment of the Refunded Debt is hereby authorized, but only from proceeds of the Bonds. Subject and pursuant to the provisions hereof, Bonds to be known as "City of Boynton Beach, Florida, General Obligation Refunding Bonds" are hereby authorized to be issued in one or more series in an aggregate principal amount of not exceeding Ten Million and 00/100 Dollars ($10,000,000.00), subject to the limitation set forth in Section 3.D hereof, for the purpose of paying the Refunded Debt. The aggregate principal amount of Bonds issued hereunder shall not exceed the amount of the Refunded Debt and any interest due thereon at the time of payment of the Refunded Debt. SECTION 6. Terms, Redemption and Form of Bonds. A. The Bonds of each Series shall be numbered consecutively from 1 upward preceded by the letter "R" prefixed to the number. The principal of and redemption premium, if any, on the Bonds shall be payable when due upon presentation and surrender of such Bonds at the principal corporate trust office of the Paying Agent. Interest on the Bonds shall be -4- paid by check or draft mailed by the Paying Agent to the registered owners of the Bonds at their addresses as they appear on the registration books maintained by the Bond Registrar at the close of business at its principal corporate trust office on the 15th day (whether or not a business day) of the month preceding the interest payment date (the "Record Date"), irrespective of any transfer or exchange of such Bonds subsequent to such Record Date and prior to such interest payment date, unless the Issuer shall be in default in payment of interest due on such interest payment date. In the event of any such default, such defaulted interest shall be payable to the persons in whose names such Bonds are registered at the close of business on s special record date for the payment of such defaulted interest as established by notice to the registered owners of the Bonds deposited by or on behalf of the Issuer in the U.S. mails, postage prepaid, not less than fifteen (15) days preceding such special record date. Such notice shall be mailed to the persons in whose names the Bonds are registered at the close of business at the principal corporate trust office of the Bond Registrar on the fifth day (whether or not a business day) preceding the date of mailing~ B. The registration of any Bond may be transferred upon the registration books upon delivery thereof to the Bond Registrar at its principal office accompanied by a written instrument or instruments of transfer in form and with guaranty of signature satisfactory to the Bond Registrar, duly executed by the Bondholder or the Bondholder's attorney-in-fact or legal representative, containing written instructions as to the details of the transfer of such Bond, along with the social security number or federal employer identification number, if any, of such transferee. In all cases of a transfer of a Bond, the Bond Registrar shall at the earliest practical time in accordance with the terms hereof enter the transfer of ownership in the registration books and shall deliver in the name of the new transferee or transferees a new fully registered Bond or Bonds of the same maturity an~ of authorized denomination or denominations, for the same aggregate principal amount and payable from the same source of funds. Bonds may be exchanged for a like aggregate amount of Bonds of other authorized denominations of the same series and maturity. The Issuer and the Bond Registrar may charge the Bondholder for the registration of every transfer or -5- exchange of a Bond an amount sufficient to reimburse them for any tax, fee or any other governmental charge required (other than by the Issuer) to be paid with respect to the registration of such transfer, and may require that such amounts be paid before any such new Bond shall be delivered. The Bond Registrar shall not be required to transfer or exchange any Bonds during the period beginning five (5) days before mailing of a notice of a redemption to the date of such mailing nor to transfer or exchange any Bond which shall have been selected for redemption. C. The Issuer, the Bond Registrar, and the Paying Agent may deem and treat the registered owner of any Bond as the absolute owner of such Bond for the purpose of receiving payment of the principal thereof and the interest and premiums, if any, thereon. D. The Bonds of each Series shall be dated such date, shall bear interest from the date thereof, payable on such date or dates of such years, commencing on such date, at such rate or rates not in excess of the maximum rate allowed by law, shall mature, shall have such Series designation, shall be sold to such original purchaser(s) upon such terms and conditions, and shall have such Bond Registrar and Paying Agent(s) all as set forth in a subsequent resolution of the Issuer. The Bonds shall be issued as fully registered bonds in the denomination of $5,000 each or any integral multiple thereof. The Bonds shall not bear interest at a rate greater than the rate of interest borne by the Refunded Debt. E. The Bonds shall be executed in the same of the Issuer by the Mayor and attested to and countersigned by the Clerk and the seal of the Issuer shall be imprinted, reproduced or lithographed on the Bonds. The signatures of the Mayor and the Clerk on the Bonds may be by facsimile, but at least one signature of any of the Mayor, the Clerk or the Bond Registrar on each of the Bonds shall be a manual signature. If any official whose signature appears on the Bonds ceases to hold office before the delivery of the Bonds, the signature of such official shall nevertheless be valid and sufficient for all purposes. In addition, any Bond may bear the signature of, or may be signed by, such persons as at the actual time of execution of such Bond shall be the proper officials to sign such Bond although at the date of such Bond or the date of delivery thereof such persons may not have been such officials. Only such of the Bonds as shall have endorsed thereon a certificate of authentication substantially in the form hereinafter set forth in Section 6.K hereof, duly executed by an authorized signatory on behalf of the Bond Registrar, shall be entitled to any right or benefit under this Resolution. No Bond shall be valid or obligatory for any purpose unless and until such certificate of authentication shall have been duly executed by the Bond Registrar, and such certificate of the Bond Registrar upon any such Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Resolution. The Bond Registrar's certificate of authentication on any Bond shall be deemed to have been duly executed if signed by an authorized signatory of the Bond Registrar, but it shall not be necessary that the same person sign the certificate of authentication on all of the Bonds that may be issued hereunder at any one time. F. In the event any Bond is mutilated, lost, stolen or destroyed, in the absence of notice to the Issuer or the Bond Registrar that such Bond has been acquired by a bona fide purchaser, the Issuer shall execute and the Bond Registrar shall authenticate a new Bond of like date, maturity and denomination to that of the mutilated, lost, stolen or destroyed Bond; provided that, in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the Bond Registrar, and in the case of any lost, stolen or destroyed Bond, there first shall be furnished to the Issuer and the Bond Registrar evidence of such loss, theft or destruction satisfactory to the Bond Registrar and not objected to by the Issuer, together with an indemnity satisfactory to the Bond Registrar and Issuer. In the event any such Bond shall have matured or been called for redemption, instead of issuing a duplicate Bond, the Issuer may direct the Paying Agent to pay the same without surrender thereof, making such requirements as it deems fit for its protection, including the furnishing of evidence and indemnity the same as in the case of the issuance of a new Bond. The Issuer and the Bond Registrar may charge the owner of such Bond with their reasonable fees and expenses for such service and any tax or other governmental charge (imposed by a governmental -7- unit other than the Issuer) in connection therewith. Any such duplicate Bond shall constitute an original contractual obligation on the part of the Issuer whether or not the mutilated, destroyed, stolen or lost Bond be at any time found by anyone, and such duplicate Bond shall be entitled to equal and proportionate benefits and rights as to lien on, and source of payment of and security for payment from, the funds pledged to the payment of the Bond so mutilated, destroyed, stolen, or lost. G. The Bonds of each Series may have such redemption provisions as set forth or incorporated by reference in a subsequent resolution of the Issuer adopted prior to the issuance of such Series. Notice of redemption of Bonds of a Series shall be given in the manner required for such Bonds as set forth in a subsequent resolution adopted with respect to such Bonds prior to the issuance thereof. H. Notice having been given in the manner and under the conditions hereinabove or in a subsequent resolution provided, Bonds or portions of Bonds duly called for redemption shall, on the redemption date designated in the notice of redemption, become and be due and payable at the redemption price provided for redemption for such Bonds or portions of Bonds on such date. On the date so designated for redemption, moneys for payment of such redemption price being held in separate accounts by the Paying Agent in trust for the registered owners of the Bonds or portions thereof to be redeemed, interest on the Bonds or portions of Bonds so called for redemption shall cease to accrue, such Bonds and portions of Bonds shall no longer be Outstanding hereunder, shall cease to be entitled to any lien, benefit or security under this Resolution, and the registered owners of such Bonds or portions of Bonds shall have no right in respect thereof except to receive payment of the redemption price thereof and, to the extent provided in the next subparagraph, to receive Bonds for any unredeemed portions of the Bonds. I. In case part but not all of an outstanding fully registered Bond shall be selected for redemption, the registered owner thereof shall present and surrender such Bond to the Paying Agent for payment of the principal amount thereof so called for redemption, and the Issuer shall execute and the Bond Registrar shall authenticate and cause -8- to be delivered to or upon the order of such registered owner, without charge therefor, a new Bond or Bonds for the unredeemed balance of the principal amount of the Bonds so surrendered. J. If the date for payment of the principal of, premium, if any, or interest on the Bonds shall be Saturday, Sunday, legal holiday or a day on which banking institutions in the city where the principal corporate trust office of the Bond Registrar or Paying Agent, or both, is located are authorized by law or executive order to close and on which the Bond Registrar or Paying Agent, or both, is closed, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close and on which the Bond Registrar or the Paying Agent is closed, and payment on such day shall have the same force and effect as if made on the nominal date of payment. K. The text of the Bonds, the form of assignment for such Bonds, and the authentication certificate to be endorsed thereon shall be substantially in the following form, with such omissions, insertions and variations as may be necessary or desirable and as may be approved and made by the officials of the Issuer executing the same, such execution to be conclusive evidence of such approval, including, without limitation, such changes as may be required for the issuance of uncertificated public obligations. -9- NO. R- [Form of Bond] UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF BOYNTON BEACH, FLORIDA GENERAL OBLIGATION REFUNDING BOND Interest Maturity Date: Original Dated CUSIP NO: Rate: Date: REGISTERED OWNER: PRINCIPAL AMOUNT: City of Boynton Beach, Florids (hereinafter called the "Issuer"), for value received, hereby promises to pay to the Registered Owner identified above, or to registered assigns or legal representatives, to the extent and from the sources pledged therefor, as described herein, on the Maturity Date identified above (or earlier as hereinafter provided), the Principal Amount identified above, upon presentation and surrender hereof at the principal corporate trust office of , , or its successors, as Paying Agent (the "Paying Agent"), and to pay, to the extent and from the sources herein described, interest on the principal sum from the date hereof, or from the most recent interest payment date to which interest has been paid, at the Interest Rate per annum identified above computed on the basis of a year of 360 days consisting of twelve thirty day months, until payment of the principal sum, or until provision for the payment thereof has been duly provided for, such interest being payable semiannually on of , commencing on , Interest will be paid by check or draft mailed to the Registered Owner hereof at the address of such Registered Owner as it appears on the registration books of the Issuer maintained by , ., , or its successors, as Bond Registrar (the "Bond Registrar") at the close of business on the fifteenth (15th) day (whether or not a business day) of the month next preceding the interest payment date (the "Record Date"), irrespective of any transfer or exchange of this Bond subsequent to such Record Date and prior to such interest payment date, unless the Issuer shall be in default in payment of interest due on such interest payment date. In the event of any such default, such defaulted interest shall be payable 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 as established by notice deposited by the Issuer in the U. S. mails, postage prepaid, to the Registered Owner of this Bond not less than fifteen (15) days preceding such special record date. Such notice shall be mailed to the person in whose name this Bond is registered at the close of business on the fifth (5th) day (whether or not a business day) preceding the date of mailing. This Bond is one of an authorized series of bonds (the "Bonds") in the aggregate principal amount of $ of like date, tenor and effect, except as to number, maturity and interest rate, issued to provide for the refunding of a certain judgment debt of the Issuer pursuant to the authority of and in full compliance with the Constitution and laws of the State of Florida, including particularly Article VII, Section 12 and Article VIII, Section 2, the Charter of the Issuer, and other applicable provisions of law, and Resolution No. , adopted by the Issuer on, (the "Resolution"). This Bond is subject to all the terms and conditions of the Resolution, and capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the Resolution. [INSERT REDEMPTION PROVISIONS] Ail such Bonds called for redemption and for the retirement of which funds are duly provided will cease to bear interest on such redemption date. The full faith, credit and taxing power of the Issuer are irrevocably pledged to the prompt payment of the principal of and interest on this Bond. Reference is made to the Resolution for the provisions, among others, relating to the terms, lien and security for the Bonds, the custody and application of the proceeds of the Bonds, the rights and remedies of the holders of the Bonds, and the extent of and limitations on the Issuer's rights, duties and obligations, to all of which provisions the registered owner hereof assents by acceptance hereof. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication endorsed hereon shall have been signed by the Bond Registrar. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE SIDE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF FULLY SET FORTH ON THIS PAGE. This Bond is and has all the qualities and incidents of an investment security under the Uniform Commercial Code-Investment Securities Law of the State of Florida. This Bond is one of a series of bonds which were validated by judgment of the Circuit Court for Palm Beach County, Florida, rendered on , 19 IN WITNESS WHEREOF, City of Boynton Beach, Florida, has issued this Bond and has caused the same to be signed by its Mayor and attested and countersigned by its Clerk either manually or with their facsimile signatures, and its seal or a facsimile thereof to be impressed or reproduced hereon, all as of the day of , CITY OF BOYNTON BEACH, FLORIDA (SEAL) By. Mayor ATTESTED AND COUNTERSIGNED: By: City Clerk [CERTIFICATE OF AUTHENTICATION] This Bond is one of the Bonds designated in and executed under the provisions of the within mentioned Resolution. , as Bond Registrar By: Authorized Officer Date of Authentication: [To be printed on the reverse side of Bonds] ADDITIONAL BOND PROVISIONS The registration of this Bond may be transferred upon the registration books upon delivery hereof to the principal office of the Bond Registrar accompanied by a written instrument or instruments of transfer in form and with guaranty of signature satisfactory to the Bond Registrar, duly executed by the owner of this Bond or by such owner's attorney-in-fact or legal representative, containing written instructions as to the details of transfer of this Bond, along with the social security number or federal employer identification number, if any, of such transferee. In all cases of a transfer of a Bond, the Bond Registrar shall at the earliest practiCal time in accordance with the provisions of the Resolution enter the transfer of ownership in the registration books and shall deliver in the name of the new transferee or transferees a new fully registered Bond or Bonds of the same maturity and of authorized denomination or denominations, for the same aggregate principal amount and payable from the same source of funds. The Issuer and the Bond Registrar may charge the owner of such Bond for the registration of every transfer or exchange of a Bond an amount sufficient to reimburse them for any tax, fee or any other governmental charges required (other than by the Issuer) to be paid with respect to the registration of such transfer, and may require that such amounts be paid before any such new Bond shall be delivered. If the date for payment of the principal of, premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the city where the corporate trust office of the Bond Registrar or Paying Agent, or both, is located are authorized by law or executive order to close and on which the Bond Registrar or Paying Agent, or both, is closed, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close and on which the Bond Registrar or the Paying Agent is closed, and payment on such day shall have the same force and effect as if made on the nominal date of payment. It is hereby certified and recited that this Bond is authorized by and is issued in conformity with the requirements of the Constitution and statutes of the State of Florida, that all acts, conditions and things required to exist, to happen, and to be performed precedent to the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable hereto, and that the issuance of the Bonds of this series does not violate any constitutional or statutory limitation or provision. [Form of Abbreviations for Bonds] 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 survivorship and not as tenants in common right of UNIFORM GIFT MIN ACT - (Oust.) Custodian for (Minor) under the Uniform Gifts to Minors Act of (State) Additional abbreviations may also be used though not in the above list. [Form of Assignment for Bonds] ASSIGNMENT FOR VALUE RECEIVED, the undersigned "Transferor"), hereby sells, assigns and transfers (the "Transferee") unto 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 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 enlarge- ment or any change whatever and the Social Security or Federal Employer Identification Number, if any, of the Transferee, is applied. [End of Form of Bond] -15- SECTION 7. Application of Bond Proceeds. The proceeds, including accrued interest and premium, if any, received from the sale of any series of the Bonds, shall be applied by the Issuer to the payment of all or a portion of the Refunded Debt which, together with any accrued and unpaid interest due thereon to be paid from proceeds of the Bonds, is not less than the principal amount of such series of Bonds, and any remaining proceeds shall be applied as directed pursuant to a subsequent resolution of the Issuer. SECTION 8. Levy of Ad Valorem Tax; Payment and Pledqe. In each Fiscal Year while any of the Bonds are outstanding there shall be assessed, levied and collected a tax, on all taxable property within the corporate limits of the Issuer (excluding homestead exemptions as required by applicable law), sufficient in amount to pay the principal of and interest on the Bonds as the same shall become due. The tax assessed, levied and collected for the security and payment of the Bonds shall be assessed, levied and collected in the same manner and at the same time as other ad valorem taxes of the Issuer are assessed, levied and collected and the proceeds of said tax shall be applied solely to the payment of the principal of and interest on the Bonds. On or before each interest or principal payment date for the Bonds, the Issuer shall transfer to the Paying Agent an amount sufficient to pay the principal of and interest on the Bonds then due and payable and the Paying Agent is hereby authorized and directed to apply such funds to said payment. The full faith, credit and taxing power of the Issuer are hereby irrevocably pledged to the payment of the principal of and interest on the Bonds. The Issuer will diligently enforce its right to receive tax revenues and will diligently enforce and collect such taxes. The Issuer will not take any action that will impair or adversely affect its rights to levy, collect and receive said taxes, or impair or adversely affect in any manner the pledge made herein or the rights of the Bondholders. SECTION 9. Compliance with Tax Requirements. The Issuer hereby covenants and agrees, for the benefit of the owners from time to time of the Bonds, to comply with the requirements applicable to it contained in Section 103 and Part IV of Subchapter B of Chapter 1 of the Code to the extent necessary to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes. Specifically, without intending to limit in any way the generality of the foregoing, the Issuer covenants and agrees: (1) ko 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 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 Bonds, plus any income attributable to such excess (the "Rebate Amount"); (2) to maintain and retain al/ 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 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 refrain from taking any action that would cause the Bonds, or any of them, to become arbitrage bonds under Section 103(b) and Section 148 of the Code. The Issuer understands that the foregoing covenants impose continuing obligations on the Issuer 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. SECTION 10. Modification or Amendment. This Resolution may be modified and amended and all appropriate blanks appearing herein may be completed by the Issuer from time to time prior to the issuance of the Bonds. Thereafter, no modification or amendment of this Resolution or of any resolution amendatory hereof or supplemental hereto materially adverse to the Bondholders may be made without the consent in writing of the owners of not less than a majority in aggregate principal amount of the Outstanding Bonds, but no modification or amendment shall permit a change (a) in the maturity of the Bonds or a reduction in the rate of interest thereon, (b) in the amount of the principal obligation of any Bond, (c) that would affect the unconditional promise of the Issuer to levy and collect taxes as herein provided, or (d) that would reduce such percentage of holders of the Bonds required above for such modifications or amendments, without the consent of all of the Bondholders. No amendment or modification of the Resolution shall be permitted after the issuance of %he Bonds unless the Issuer shall receive an opinion -17- of nationally recognized bond counsel to the effect that such modification or amendment is permitted hereunder and will not, in and of itself, adversely affect the exclusion from gross income of the interest on the Bonds. SECTION 11. Defeasance and Release. If, at any time after the date of issuance of the Bonds (a) all Bonds secured hereby or any maturity thereof shall have become due and payable in accordance with their terms or otherwise as provided in this Resolution, or shall have been duly called for redemption, or the Issuer gives the Paying Agent irrevocable instructions directing the payment of the principal of, premium, if any, and interest on such Bonds at maturity or at any earlier redemption date scheduled by the Issuer, or any combination thereof, (b) the full amount of the principal, premium, if any, and the interest so due and payable upon all of such Bonds then Outstanding, at maturity or upon redemption, shall be paid, or sufficient moneys shall be held by the Paying Agent in irrevocable trust for the benefit of such Bondholders (whether or not in any accounts created hereby) which, when invested in noncatlable Government Obligations maturing not later than the maturity or redemption dates of such principal, premium, if any, and interest, will, together with the income realized on such investments, be sufficient to pay all such principal, premium, if any, and interest on said Bonds at the maturity thereof or the date upon which such Bonds are to be called for redemption prior to maturity, and (c) provision shall also be made for paying all other sums payable hereunder by the Issuer, then and in that case the right, title and interest of the Bondholders of such Bonds hereunder shall thereupon cease, determine and become void; otherwise, this Resolution shall be, continue and remain in full force and effect. Notwithstanding anything in this Section 11 to the contrary, however, the obligations of the Issuer under Section 9 hereof shall remain in full force and effect until such time at such obligations are fully satisfied. SECTION 12. Severability. If any one or more of the covenants, agreements or provisions of this Resolution shall be held contrary to any express provisions of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions of this Resolution or of the Bonds issued hereunder. SECTION 13. No Third Party Beneficiaries. Except as herein otherwise expressly provided, nothing in this Resolution expressed or implied is intended or shall be construed to confer upon any person, firm or corporation other than the parties hereto and the owners and holders of the Bonds issued under and secured by this Resolution, any right, remedy or claim, legal or equitable, under or by reason of this Resolution or any provision -18- hereof, this Resolution and all its provisions being intended to be and being for the sole and exclusive benefit of the parties hereto and the owners and holders from time to time of the Bonds issued hereunder. SECTION 14. Controlling Law; Members of Governinq Body of Issuer Not Liable. All covenants, stipulations, obligations and agreements of the Issuer contained in this Resolution shall be deemed to be covenants, stipulations, obligations and agreements of the Issuer to the full extent authorized by the Act. No covenant., stipulation, obligation or agreement contained herein shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member, agent or employee of the Governing Body or the Issuer in his or her individual capacity, and neither the members of the Governing Body nor any official executing the Bonds or this Resolution or shall be subject to any personal liability or accountability by reason of the issuance of the Bonds or the execution by the Board or such members thereof. SECTION 15. Validation. Moyle, Flanigan, Katz, FitzGerald & Sheehan, P.A., Bond Counsel to the Issuer, is authorized and directed to commence proceedings for the validation of the Bonds. SECTION 16. Effective Date. This Resolution shall be effective immediately upon its adoption. PASSED AND ADOPTED this 6th day of February, 1990. (SEAL) ATTEST: CITY OF City C~r/k APPROVED AS TO FORM AND LEGAL SUFFICIENCY: BY:cit~y A~torney~~~ 3566M Mayo r Vii ayor Commissioner -19-