85-YYYRESOLUTION NO. 85-YYY
A RESOLUTION AUTHORIZING THE ISSUANCE
OF NOT EXCEEDING $20,000,000 WATER AND
SEWER UTILITY REVENUE BONDS OF THE CITY
OF BOYNTON BEACH, FLORIDA, FOR THE
PURPOSE OF PROVIDING FUNDS, TOGETHER
WITH ANY OTHER AVAILABLE FUNDS, FOR
PAYING THE COST OF PAYING AT THEIR
RESPECTIVE MATURITIES OR REDEEMING THE
OUTSTANDING $9,635,000 WATER AND SEWER
UTILITY REVENUE BONDS, SERIES 1984A OF
THE CITY ISSUED PURSUANT TO RESOLUTION
NO. 84-E, ADOPTED BY THE CITY COUNCIL
ON JANUARY 3, 1984, AND ACQUIRING AND
CONSTRUCTING ADDITIONS, EXTENSIONS AND
IMPROVEMENTS TO THE CITY'S WATER AND
SEWER UTILITY; PROVIDING FOR THE
ISSUANCE OF ADDITIONAL WATER AND SEWER
UTILITY REVENUE BONDS: OR THE INCURRENCE
OF INDEBTEDNESS TO THE STATE OF FLORIDA
TO PAY ALL OR PART OF THE COST OF
ADDITIONAL IMPROVEMENTS TO THE CITY'S
WATER AND SEWER UTILITY; PROVIDING FOR
THE PAYMENT OF SUCH BONDS AND THE
INTEREST THEREON FROM NET REVENUES OF
THE CITY'S WATER AND SEWER UTILITY AND
TO THE EXTENT PROVIDED HEREIN FROM
IMPACT FEES; SETTING FORTH THE RIGHTS
AND REMEDIES OF THE HOLDERS OF SUCH
BONDS; PROVIDING SEVERABI~LITY; AND
PROVIDING AN EFFECTIVE D~TE.
WHEREAS, pursuant to the Constitution and laws of the
State of Florida and particularly the Charter of the City of
Boynton Beach, being Chapter 24398, Laws of Florida, Acts of
1947, as amended and supplemented (the "Charter"), the City
of Boynton Beach (the "City") has heretofore issued
$9,635,000 Water and Sewer Utility Revenue Bonds, Series
1984A of the City (the "Outstanding Bonds") for the purpose
of providing funds, together with any other available funds,
for paying the cost of paying at their respective maturities
or redeeming six series of outstanding revenue bonds of the
City previously issued to pay the cost of acquiring and
constructing additions, extensions and improvements to the
Water and Sewer Utility (hereinafter defined) owned and
operated by the City; and
WHEREAS, the City is authorized pursuant to the Con-
stitution and laws of the State of Florida and particularly
Chapter 166~ Florida Statutes, and the Charter to issue
revenue bonds of the City for the purposes of refunding the
Outstanding Bonds and paying the cost of acquiring and
constructing additions, extensions and improvements to the
Water and Sewer Utility; and
WHEREAS, the City Council has determined and does
hereby determine that it is necessary at this time to pay at
their respective maturities or to redeem at selected redemp-
tion dates the Outstanding Bonds, including the interest
to accrue to such maturities and redemption dates and any
redemption premium for the purpose of adopting a resolution
to replace the 1984 Resolution (hereinafter defined) that
will contain terms and provisions that will better enable
the City to finance the future capital requirements of the
Water and Sewer ,Utility; and
WHEREAS, the City Council has further determined and
does hereby further determine that it is necessary at this
time to provide funds, together with any other available
funds, to pay the cost of additions~ extensions and improve-
ments to the Water and Sewer Utility provided for in the new
master plan; and
WHEREAS, the City Council has determined at this time
to authorize the issuance at one time or in series from time
to time of not exceeding $20,000,000 Water and Sewer Utility
Revenue Bonds of the City for the purpose of providing
funds, together with other available funds, for paying the
costs described in the preceding two preambles, such Revenue
Bonds to be secured by a pledge of the Net Revenues (as
hereinafter defined) of the Water and Sewer Utility and
by a pledge of Impact Fees (as hereinafter defined) to
the extent provided herein; and
WHEREAS, the City Council has determined that the
Revenue Bonds, the certificate of authentication to be
endorsed by the Bond Registrar thereon as provided herein
and the form of assignment shall be, respectively, substan-
tially in the following forms, with such variations, omis-
sions and insertions as are required or permitted by this
Resolution, including any resolution supplementing or
amending this Resolution;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF BOYNTON BEACH, FLORIDA:
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[Form of Face Of the Bonds]
United States of America
State of Florida
CITY OF BOYNTON BEACH
WATER AND SEWER UTILITY REVENUE BOND
SERIES
NOo
[Initial]
Interest Rate
Maturity Date
Original Issue Date
Cusip
Registered Owner
Principal
Amount
Dollars
[1] The City of Boynton Beach (the "City"), a municipal cor-
poration 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 hereinafter provided, to
the Registered Owner named above, or registered assigns, on
the Maturity Date set forth above (or earlier as hereinafter
referred to), upon the presentation and surrender hereof, at
the principal corporate trust office of
in the City of ,
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(the "Bond Registrar" [and "Paying Agent"]), the principal
amount set forth above in any coin or currency of the United
States of America which 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 princi-
pal amount on [each 1 and 1, com-
mencing , solely from such sources, from
the date hereof or the [ 1 or 1]
nex~ preceding the date on which this Bond is authenticated
unless it is authenticated on [ 1 or
1], in which event from such date, [at the
Interest Rate set forth above] 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 to the person in whose name this Bond (or
one or more Predecessor Bonds, as defined in the Resolution)
is registered at the close of business on the regular record
date for such interest [, which shall be the or
(whether or not a business day)] next preced-
ing 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
(or any Predecessor 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
whereof 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 exchange on which the Bonds of this series may be
listed and upon such notice as may be required by such
exchange, or as more fully provided in the Resolution.
Such payment of interest shall be by check mailed to the
registered owner at such owner's address as it appears on
the bond registration books of the City maintained by the
Bond Registrar and shall be made in any coin or currency of
the United States of America which on the date of payment
thereof is legal tender for the payment of public and
private debts.
[iA] Revise paragraph [1] as appropriate for Capital
Appreciation Bonds and for such Bonds that become Current
Interest Bonds and for Variable Rate Indebtedness and for
such BOnds that may convert to a fixed interest rate.
[2] This Bond is one of a duly authorized series of water
and sewer utility revenue bonds of the City, designated
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"Water and Sewer Utility Revenue Bonds, Series (the
"Series Bonds"), issued under a general bond resolu-
tion adopted by the City Council of the City on ,
1985, as supplemented and amended as permitted thereby (said
resolution, as so supplemented or amended as permitted
thereby, being hereinafter referred to as the "Resolution").
The Series Bonds are being issued to provide funds,
together with any other available funds, to pay all or a
portion of the cost of [Here insert purpose description]
, a corporation having trust powers,
duly organized and doing business under the laws of the
, with its
principal corporate trust office in ,
has been appointed Bond Registrar [and Paying Agent for the
Series Bonds] under the Resolution. The Series
Bonds, together with any Additional Bonds (as defined in th~
Resolution) issued and then outstanding are referred to
herein as the "Bonds".
[3] The Bonds are limited obligations of the City. The
principal of, and the premium, if any, and interest on the
Bonds is payable solely from Net Revenues (as defined in the
Resolution), Impact Fees (as defined in the Resolution) to
the extent provided in the Resolution, funds held by the
Director of Finance of the City under the Resolution, money
attributable to the proceeds of Bonds and the income from
the investment thereof, and, under certain circumstances,
proceeds of insurance and condemnation awards and sales of
property. This Bond does not constitute a debt of the
City for which the faith and credit and taxing power of the
City is pledged, and the issuance of this Bond will not
directly or indirectly or contingently obligate the State of
Florida, Palm Beach County, or the City to levy any tax or
pledge any form of taxation whatever therefor or to make any
appropriation for their payment or for the operation and
maintenance of the Water and Sewer Utility (as defined in
the Resolution). The City is required to pay this Bond only
from the aforementioned sources.
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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.
IN WITNESS WHEREOF, the City of Boynton Beach
has caused this Bond to bear the facsimile signature of (to
be signed by) its Mayor and to bear the facsimile signature
of (to be signed by) its City Clerk and a facsimile of
its official seal to be imprinted hereon, all as of the 1st
day of , 19__~
CITY OF BOYNTON BEACH
By:
Mayor
[ SEAL ]
City Clerk
The foregoing Bond has
been approved by me as
to form and correctness
City Attorney
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CERTIFICATE OF AUTHENTICATION
.This Bond is a bond issued under the provisions of
the within-mentioned Resolution~
By:
Bond Registrar
Authorized Signatory
Date of authentication:
[Form of Reverse of Bonds]
[4] To secure the Bonds~ the City has pledged the Revenues
and the Impact Fees (as defined in the Resolution).
The City has full power and authority irrevocably to pledge
the Revenues and the Impact Fees to the payment of the
principal of and the interest on the Bonds.
[4Al [Insert as appropriate paragraphs concerning credit
enhancement°]
[5] Reference is made to the Resolution for a more complete
statement of the provisions thereof and of the rights and
duties of the City, the Bond Registrar and the registered
owners. A copy of the Resolution is on file and may be
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inspected at the principal corporate trust office of the
Bond Registrar in , .
By the purchase and acceptance of this Bond, the Registered
Owner hereof signifies assent to all of the provisions of
the aforementioned documents.
[6] This Bond is issued and the Resolution was adopted
under and pursuant to the Constitution and laws of the State
of Florida.
[7] [The Series Bonds are issuable as fully regis-
tered Bonds in the denomination of $ or any whole
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, Bonds
may be exchanged for an equal aggregate principal amount of
Bonds of the same series and maturity, of any authorized
denomination or denominations and bearing interest at the
same rate.
[8] The transfer of this Bond is registrable by the Regis-
tered Owner hereof in person or by his attorney or legal
representative at the principal 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 surrender and cancellation of this Bond. Upon any
such registration of transfer, the City shall execute and
the Bond Registrar shall authenticate and deliver in ex-
change for this Bond a new Bond or Bonds, registered in the
name of the transferee, of any authorized denomination or
denominations, in an aggregate principal amount equal to the
principal amount of this Bond, of the same series and
maturity and bearing interest at the same rate. Neither
the City nor the Bond Registrar shall be required to make
any exchange or registration of transfer of any Bond during
the [fifteen (15)] days immediately preceding the date of
the City's giving notice of redemption or after such Bond
has been selected for redemption.
[8Al [Insert as appropriate paragraphs concerninq rights
and obligations of Bond owners to "put" their Bonds and
methods of determining the interest rates on Bonds as
Variable Rate Indebtedness and upon conversion to fixed rate
Bonds. ]
[9] The Series Bonds are subject to redemption,
at the option of the City, in whole on any date not earlier
than 1, 19 , or in part on any interest
payment date not earlier than 1, 19 . Any
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such redemption will be at the redemption prices (expressed
as percentages of principal amount) set forth below plus
accrued interest to the redemption date:
[10] The Series Bonds maturing on 1,
19 are required to be redeemed on and
on in each year thereafter in accordance
with the sinking fund requirements of the Resolution. Such
redemption shall be at the principal amount thereof and
without premium.
[11] If less than all of the Series Bonds shall
be called for redemption, the particular Bonds or portions
of Bonds to be redeemed shall be selected by the City by
such method as the City deems appropriate.
[12] At least [thirty (30)] days before the redemption date
of any Series Bonds, whether such redemption is
in whole or in part~ the City shall cause a notice of any
such redemption signed by the City to be mailed, first
class~ postage prepaid to all Registered Owners of Series
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 Bond shall not affect
the validity of the proceedings for the redemption of any
other Bonds. On the date fixed for redemption, notice
having been mailed in the manner provided in the Resolution,
the Bonds or portions thereof called for redemption shall be
due and payable at the redemption price provided therefor,
plus accrued interest to such date; provided that any
optional redemption shall be, and such notice of redemption
shall state that such redemption is, conditioned upon there
being available under the terms of the Resolution moneys
sufficient to pay such redemption price and accrued interest
on such redemption date. If a portion of this Bond shall be
called for redemption a new Series Bond or Bonds in
principal amount equal to the unredeemed portion hereof
will be issued to the Registered Owner upon the surrender
hereof.
[12A] Insert as appropriate for Capital Appreciation
~onds, paragraphs concerning the Accreted Amount.
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[13] The owner of this Bond shall have no right to enforce
the provisions of the Resolution or to institute action to
enforce the covenants therein, or to take any action with
respect to any event of default under the Resolutionr or to
institute, appear in or defend any suit or other proceeding
with respect thereto, except as provided in the Resolution.
[14] Modifications or alterations of the Resolution, or
any resolution supplemental thereto, may be made only to the
extent and in the circumstances permitted by the Resolution.
[15] This Bond is issued with the intent that the laws of
the State of Florida shall govern their construction.
[161 Ail acts, conditions and things 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.
[17] 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.
[Form of Assignment]
POR VALUE RECEIVED~ the undersigned hereby sells,
assigns and transfers unto
[Please Print or Typewrite Name, Tax Identification Number
and Address of Transferee] the within Bond, and all rights
thereunder, and hereby irrevocably constitutes and appoints
attorney to register the
transfer of the within Bond on the books kept for registra-
tion thereof, with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond
with the name as it appears upon the face of the within bond
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in every particular, without alteration or enlargement or
any change whatever~
Signature Guaranteed* by:
* Signatures must be guaranteed by a commercial bank or
trust company having an officer or correspondent in New
York, New York, or by a firm having membership on the New
York Stock Exchange.
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ARTICLE I.
Definitions°
Section 101. Meaning of Words and Terms. In addition
to words and terms elsewhere defined in this Resolution, the
following words and terms as used in this Resolution shall
have the following meanings, unless some other meaning is
plainly intended:
"Accountant" means the certified public accountants or
firm of certified public accountants employed by the City
under the provisions of Section 705 of this Resolution to
perform and carry out the duties imposed on the Accountant
by this Resolution.
"Accreted Amount" means with respect to Capital Appre-
ciation Bonds of any series, the amount set forth in a
Series Resolution as the amount representing the initial
public offering price, plus the accumulated and compounded
interest on such Bonds.
"Additional Bonds" means the Bonds issued at any time
under the provisions of Section 208 of this Resolution.
"Annual Budget" means the Annual Budget of Current
Expenses and Capital Expenditures adopted pursuant to
Section 503 of this Resolution.
"Annual Loan Payment" means the total amount to be paid
by the City pursuant to a State Loan in a year representing
principal to be repaid by the City in such year and interest
to be paid by the City on its unpaid principal in such
year.
'~Balloon Indebtedness" means indebtedness twenty-five
percent (25%) or more of the principal of which matures on
the same date, which portion of the principal is not re-
quired by the documents governing such indebtedness to be
amortized by redemption prior to such date.
"Bond Registrar" means a bank or trust company, either
within or withou'~ the State of Florida, designated as such
by the City Council, which shall perform such functions as
Bond Registrar as are required by Article II of this Resolu-
tion.
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"Bond Service Account" means the Bond Service Account,
a special account created and designated by Section 505 of
this Resolution.
"Bond Year" means the period commencing on the first
day of November of any calendar year and ending on the 31st
day of October of the following calendar year or such
other annual period specified in a Series Resolution.
"Bonds" means collectively the Bonds issued under the
provisions of Article II of this Resolution.
"Business Day" means any day, other than a Saturday or
Sunday, on which commercial banks (including the. Trustee)
are open for business in the State and in New York, New
York and on which the New York Stock Exchange is open.
"Capital Appreciation Bonds" means Bonds the interest
on which is compounded and accumulated at the rates and on
the dates set forth in a Series Resolution and is payable
upon redemption or on the maturity date of such Bonds.
"Capital Expenditures" means all expenditures made for
extensions, additions, improvements, renewals and replace-
ments (other than ordinary maintenance and repairs) acquired,
constructed or installed for ~he purpose of preserving,
extending, increasing or improving the service rendered by
the Water and Sewer Utility or for reducing the cost of
operation, and shall include the cost of purchasing and
installing such equipment and appurtenances as may be
necessary to meet the demands upon the Water and Sewer
Utility; it shall also include the acquisition of such lands
and rights-of-way and such engineering, legal and adminis-
trative expenses as may be required in connection with the
foregoing.
"City" means the City of Boynton Beach, Florida,
a municipal corporation organized and existing under the
laws of Florida.
"City Attorney" means the City Attorney of the City or
the officer succeeding to his principal functions.
"City Clerk" means the City Clerk of the City or the
officer succeeding to his principal functions.
"City Council" means the City Council of the City of
Boynton Beach, or the board or body succeeding to its
principal functions.
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"City Manager" means the City Manager of the City or
his designee or the officer succeeding to his principal
functions.
"Construction Fund" means the Boynton Beach Water and
Sewer Utility Construction Fund, a special fund created and
designated by Section 401 of this Resolution.
"Consulting Engineers" means the engineer or engineer-
ing firm or corporation at the time employed by the City
under the provisions of Section 704 of this Resolution to
perform and carry out the duties imposed on the Consulting
Engineers by this Resolution.
"Cost", as applied to the Water and Sewer Utility, the
Project or any Improvements, means the cost of acquisition
and construction and all obligations and expenses and all
items of cost which are set forth in Section 403 of this
Resolution.
"County" means Palm Beach County, Florida, a political
subdivision of the State of Florida.
"Credit Bank" means as to any particular series of
Bonds, the person (other than an Insurer) providing a letter
of credit, a line of credit or another credit or liquidity
enhancement facility, as designated in the Series Resolution
providing for the issuance of such Bonds.
"Credit Facility" means as to any particular series of
Bonds, a letter of credit, a line of credit or another
credit or legal liquidity enhancement facility (other than
an insurance policy issued by an Insurer), as approved in
the Series Resolution providing for the issuance of such
Bonds.
"Current Expenses" means the City's reasonable and
necessary current expenses of maintenance, repair and
operation of the Water and Sewer Utility and shall include,
without limiting the generality of the foregoing, all
ordinary and usual expenses of maintenance and repair,
which may include expenses not annually recurring, all
City administrative expenses and any reasonable charges
for pension or retirement funds properly chargeable to the
Water and Sewer Utility, insurance premiums, engineering
expenses relating to maintenance, repair and operation,
fees and expenses of Paying Agents, legal expenses, any
taxes which may be lawfully imposed on the Water and Sewer
Utility or its income or operations and reserves for such
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taxes, and any other expenses required to be paid by the
City under the provisions of this Resolution or by law all
in accordance with the accrual method of accounting but
shall not include any reserves for extraordinary maintenance
or repair, (except to the extent provided under the Federal
Clean Water Act, 33 U.S.C.A. 1251 et sec~ and the regula-
tions promulgated thereunder with respect to certain equip-
ment replacement) or any allowance for depreciation, any
amortization charges, or any deposits or transfers to the
credit of the Sinking Fund, Loan Repayment Fund, the
Renewal and Replacement Fund, and the General Reserve
Fund.
"Current Interest Bonds" means Bonds the interest
on which is payable on the Interest Payment Dates provided
therefor in a Series Resolution.
"Daily Newspaper" means a newspaper published in the
English language on at least five (5) business days in each
calendar week.
"Defaulted Interest" means Defaulted Interest as
defined in Section 203 of this Resolution~
"Defeasance Obligations" means Government Obligations
or municipal obligations, the payment of the principal of,
interest on and redemption premium, if any, on which are
irrevocably secured by Governmental Obligations and which
Government Obligations have been deposited in an escrow
account which is irrevocably pledged to the payment of the
principal of, interest on and redemption premium, if any, of
such municipal obligations.
"Depositary" means any bank or trust company duly
authorized by law to engage in the banking business and
designated by the City Council as a depositary of moneys
under the provisions of this Resolution.
"Director of Finance" means the Director of Finance of
the City or his designee or the officer succeeding to his
principal functions.
"Escrow Agent" means a bank or trust company either
within or without the State designated as Escrow Agent in
the Escrow Deposit Agreement and performing such functions
as are required by such Agreement.
"Escrow Deposit Agreement" means the Escrow Deposit
Agreement between the City and the Escrow Agent pursuant to
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which a portion of the proceeds of the Bonds issued under
Section 207 of this Resolution shall be held, invested and
applied by the Escrow Agent as provided in this Resolution
and in such Agreement.
"Expansion. Projects" means the Project or any portion
thereof or any Improvements or any portion thereof to be
devoted to the oversizing, separating, expanding or con-
structing of new additions to the Water and Sewer Utility
and which are designed to expand its capacity.
"Expansion Project Percentage" means the Expansion
Project Percentage determined in accordance with the
procedures described in Section 514 of this Resolution.
"Fiscal~Year" means the period commencing on the first
day of October and ending on the last day of September of
the following year as the same may be amended from time to
time to conform to the fiscal year of the City.
"Flow of Funds" means the amount an~ timing of payments
to be made by the City Manager from Revenues and Impact Fees
to the credit of the Bond Service Account, the Mandatory
Redemption Account, the Reserve Account, the Loan Repayment
Fund, the Renewal and Replacement Fund and the General
Reserve Fund or any subfunds or accounts established by Series
Resolution within said Accounts and Funds all as shall be
fixed initially by Section 505 of this Resolution and as to
each Series of Additional or Refunding Bonds by a Series
Resolution; provided, however, that the order of payments
shall be as set forth above and provision shall be included
in each Flow of Funds for the Loan Repayment Fund, whether
or not a State Loan is being entered into at such time.
"General Reserve Fund" means the Boynton Beach General
Reserve Fund, a special fund created and designated by
Section 505 of this Resolution.
"Government Obligations" means direct obligations of,
or obligations the principal of and the interest on which
are guaranteed by, the United States of America.
"Impact Fee Fund" means the Boynton Beach Impact Fee
Fund, a special fund created and designated by Section 505
of this Resolution.
"Impact Fees" means all nonrefundable (except at the
option of the City) capital expansion fees, utility improve-
ment fees or other similar fees and charges separately
imposed by the City as a nonuser capacity charge for a
proportionate share of the cost of expanding, oversizing,
separating or constructing new additions to the Water and
Sewer Utility, including but without limitation the capital
facilities charges established by Ordinance No. 79-18,
adopted on June 19, 1979, as the same may be amended from
time to time, but only to the extent that any such fee or
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charge may under applicable law be used to pay debt service
on one or more Series of Bonds issued under this Resolution,
and any income from the investment of moneys in the Impact
Fee Fund or any other moneys transferred to the Impact Fee
Fund pursuant to Sections 407 and 602 of this Resolution.
"Improvements" means such improvements, renewals and
replacements of the Water and Sewer Utility or any part
thereof and such extensions and additions thereto as may be
necessary or desirable, in the judgment of the City, to keep
the same in proper condition for the safe, efficient and
economic operation thereof and to integrate into the Water
and Sewer Utility any unit or part thereof, and shall
include such land, structures and facilities as may be
authorized to be acquired or constructed by the City under
the provisions of Florida law and such improvements, renewals
and replacements of such land, structures and facilities of
the Water and Sewer Utility and such extensions and addi-
tions thereto as may be necessary or desirable for contin-
uous and efficient service to the public, which shall be
financed from the proceeds of Bonds issued under the provi-
sions of this Resolution or the proceeds of any State Loan
or from moneys deposited to the credit of the Construction
Fund~ the Renewal and Replacement Fund, the General Reserve
Fund or from any other source or such extensions and addi-
tions thereto as may be added or received with or without
consideration.
"Insurer" means, as to any particular maturity or any
particular series of the Bonds, the person undertaking to
insure such Bonds, as designated in the Series Resolution
providing for the issuance of such Bonds.
"Interest Payment Date" means an November I or May 1,
as the case may be; provided, however, that Interest Payment
Date may mean~ if so provided in a Series Resolution or
other supplemental resolution permitted by this Resolution,
such other date or dates provided therein or permitted
thereby.
"Interest Period" means each period from and in-
cluding an Interest Payment Date to and including the
day immediately preceding the next Interest Payment Date.
"Interest Requirement" for any Bond Year means the
amount that is required to pay interest on all outstanding
Bonds on the May 1 Interest Payment Date in such Bond
Year and on the November 1 Interest Payment Date of the
next succeeding Bond Year. If the Interest Payment Dates
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for any Bonds are other than or are in addition to May 1
and November 1, or if interest is not payable at a single
numerical rate for the entire term of such Bonds, then
"Interest Requirement" shall have the appropriate meaning
assigned thereto by the applicable Series Resolutions or
other supplemental resolutions permitted by this Resolution.
"Investment Obligations" means (i) Government Obliga-
tions, (ii) bonds, debentures or notes issued by any of the
following Federal agencies: Banks for Cooperatives, Federal
Intermediate Credit Banks, Federal Home Loan Banks, Export-
Import Bank of the United States, Government National
Mortgage Association, Federal Land Banks, or the Federal
National Mortgage Association (including participation
certificates issued by such Association), (iii) all other
obligations issued or unconditionally guaranteed as to
principal and interest by an agency or person controlled or
supervised by and acting as an instrumentality of the United
States Government pursuant to authority granted by the
Congress~ (iv) full faith and credit obligations of any
state of the United States (other than obligations rated
lower than the three highest grades by a nationally recog-
nized rating agency), (v) repurchase agreements with reput-
able financial institutions fully secured by Government
Obligations, continuously having a market value at least
equal to the amount so invested subject to the foregoing
being permitted investments of municipal funds under Florida
law, (vi) the Local Government Surplus Funds Trust Fund
created by Part IV of Chapter 218, Florida Statutes, and
(vii) Time Deposits, secured by the foregoing.
"Loan Repayment Fund" means the Boynton Beach State
Pollution Control and Water Facilities Loan Repayment Fund,
a special fund created and designated by Section 505 of this
Resolution.
"Mandatory Amortization Requirements" means the moneys
required to be deposited in the Mandatory Redemption Account
for the purpose of redeeming and paying when due any Manda-
tory Term Bonds issued pursuant to this Resolution, the
specific amounts and times of such deposits to be determined
by the City Council in the resolution authorizing the
issuance of such Mandatory Term Bonds.
"Mandatory Redemption Account" means the Mandatory
Redemption Account, a special account created and designated
by Section 505 of this Resolution.
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"Mandatory Term Bonds" means the Term Bonds of any
Series which the City Council determines in the resolution
authorizing or providing for the issuance of such Series
shall be retired in accordance with Mandatory Amortization
Req u ir eme nt s.
"Mayor" means the Mayor of the City or the officer
succeeding to his principal functions.
"Monthly State Loan Requirement" means the amount
payable by the City in each month pursuant to any State of
Florida Loan Agreement entered into by the City pursuant to
the authority granted by Article VIIt Section 14 of the
Florida Constitution and Section 403e1834, Florida Statutes
or ahy legislation continuing such authority.
"Net Revenues" for any particular period means the
amount of the excess of the Revenues for such period over
the Current Expenses, payable from the Revenue Fund, for
such period.
"Optional Tender Indebtedness" shall mean any portion
of indebtedness incurred under this Resolution a feature of
which is an option on the part of the Holder's of such
indebtedness to tender to the City or to any Depositary,
Paying Agent or other fiduciary for such Holders r or to an
agent of any of the foregoingt all or a portion of such
indebtedness for payment or purchase.
"[0]utstanding" means all Bonds that have been authen-
ticated and delivered by the Bond Registrar under this
Resolution, except:
(i) Bonds paid or redeemed or delivered to or
acquired by the Bond Registrar for cancellation;
(ii) Bonds for which the Bond Registrar or Paying
Agent shall hold sufficient moneys or Defeasance Obli-
gations the principal of and the interest on which,
when due and payable, will provide sufficient moneys to
pay the principal of, and the interest and redemption
premium, if any, on such Bonds to their maturity date
or dates or dates fixed for redemption or to the date
or dates fixed for their optional redemption; provided,
however, that for Variable Rate Indebtedness, the City
may provide in a Series Resolution adopted prior to the
issuance of such Variable Rate Indebtedness for a
method of calculating the, or for a maximum assumed,
rate of interest to be taken into account in determin-
ing the sufficiency of such moneys or Defeasance Obli-
gations; and
I-8
(iii) Bonds in exchange for or in lieu of which
other Bonds have been authenticated and delivered under
this Resolution;
provided, however, that in determining whether the Owners of
the requisite principal amount of outstanding Bonds have
given any request, demand, authorization, direction, notice,
consent or waiver hereunder, Bonds owned by the City or any
other obligor upon the Bonds shall be disregarded and deemed
not to be outstanding, except that the term "obligor upon
the Bonds" shall not include any Insurer or any Credit Bank
and except that, in determining whether the Bond Registrar
shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only
Bonds that the Bond Registrar knows to be so owned shall be
so disregarded. Bonds so owned that have been pledged in
good faith may be regarded as outstanding if the pledgee
establishes to the satisfaction of the Bond Registrar the
pledgee is not the City or any other obligor upon the Bonds
except a Credit Bank or an Insurer.
"Outstanding Bonds" means the $9,635,000 Water and
Sewer Utility Revenue Bonds, Series 1984A of the City, dated
May 1, 1984.
"Owner" means the registered owner of any Bond Out-
standing.
"Paying Agent" means, for any series of Bonds, the
paying agent or tender agent designated as such and perform-
ing the duties set forth in the Series Resolution providing
for the issuance of such Bonds.
"[P]rincipal" means (i) with respect to the principal
amount of any Capital Appreciation Bond, the Accreted Amount
thereof (the difference between the stated amount to be paid
at maturity and the Accreted Amount being deemed unearned
interest) except as used in this Resolution in connection
with the authorization and issuance of Bonds and with the
order of priority of payments of Bonds after an Event of
Default, in which cases "principal" means the initial public
offering price of a Capital Appreciation Bond (the difference
between the Accreted Amount and the initial public offering
price being deemed interest) but when used in connection
with determining whether the Holders of the requisite
principal amount of Bonds then outstanding have given any
request, demand, authorization, direction, notice, consent
or waiver, "principal amount" means the Accreted Amount and
(ii) with respect to the principal amount of any Current
I-9
Interest Bond, the principal amount of such Bond payable at
maturity.
"Principal and Interest Requirements" for any Bond Year
means the sum of the Principal Requirement and the Interest
Requirement for such year. The computations of interest
rate and assumptions as to principal retirement as to Balloon
Indebtedness, Optional Tender Indebtedness and Variable Rate
Indebtedness shall be fixed in the Series Resolution govern-
ing each series of Bonds.
"Principal ?ayment Date" means a November 1 upon which
the principal of any Bond is stated to mature or upon which
the principal of any Term Bond is subject to sinking fund
redemption; provided, however, Principal Payment Date may
mean, if so provided by a Series Resolution or other supple-
mental resOlution permitted by this Resolution, such other
date or dates as may be provided thereby or permitted
therein.
"Principal Requirement" for any Bond Year means the sum
of
(a) the amount required to pay the principal of
all outstanding Bonds scheduled to mature on November 1
of the following Bond Year;
(b) the Sinking Fund Requirement for Term Bonds,
scheduled for November I of the following Bond Year; and
(c) the amount required to be deposited in the
Loan Repayment Fund in such Bond Year.
If the Principal Payment Date for any Bonds is other
than an November 1, then Principal Requirement shall have the
appropriate meaning assigned thereto by the applicable
Series Resolution or other supplemental resolution permitted
by this Resolution.
"Purchase Price" means the purchase price established
in any Series Resolution for Optional Tender Indebtedness
as the purchase price to be paid for such Indebtedness upon
an optional or mandatory tender of all or a portion of such
indebtedness.
"Project" means the additions, extensions and improve-
ments to be made to the Water and Sewer Utility from the
proceeds of the Bonds initially authorized to be issued
under the provisions of Section 207 of this Resolution as
described in the engineering report of the Consulting
Engineers required to be filed pursuant to Section 207 of
this Resolution.
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"Refunding Bonds" means the Bonds issued at any time
under the provisions of Section 209 of this Resolution.
"Regular Record Date" means, for each series of Bonds,
the record date or dates established for the Bonds of such
series in a Series Resolution.
"Renewal and Replacement Fund" means the Boynton Beach
Water and Sewer Utility Renewal and Replacement Fund created
and designated by Section 505 of this Resolution.
"Reserve Account" means the Reserve Account, a special
account created and designated by Section 505 of this
Resolution.
"Reserve Account Deposit Requirement" means (a) in each
of the sixty successive months beginning with the month
following the delivery of any Series of Bonds issued under
the provisions of Sections 208 or 209 of this Resolution,
the Reserve Account Requirement for which Series shall not
have been capitalized from the proceeds of such Bonds, an
amount equal to one-sixtieth (1/60) of the difference
between the amount on deposit in the Reserve Account prior
to the issuance of such Series of Bonds and the Reserve
Account Requirement to be in effect immediately following
the issuance of such Series of Bonds and (b) in each of the
twelve successive months beginning with the month following
any month in which any amount shall have been withdrawn from
the Reserve Account an amount equal to one-twelfth (1/12) of
the deficiency created by such withdrawal until such defi-
ciency is made up.
"Reserve Account Insurance Policy" means the insurance
policy or surety bond deposited in the Reserve Account in
lieu of or in partial substitution for cash on deposit or to
be deposited therein. The insurer providing such Reserve
Account Insurance Policy shall be an insurer that has been
assigned one of the two highest policyholder ratings accorded
insurers by A.M. Best & Co. or any comparable service, and
such Reserve Account Insurance Policy shall be payable (upon
the giving of notice as required thereunder) on any Interest
Payment or Principal Payment Date (for the series of Bonds
in respect of which it was deposited) on which a deficiency
exists in the Sinking Fund.
"Reserve Account Requirement" as to each series of
Bonds means, as of any date of calculation, an amount of
money, securities or Reserve Fund Insurance Policy not
less than the maximum Principal and Interest Requirements
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for any Bond Year specified in the Series Resolution provid-
ing for the issuance of such Bonds, but in no event, except
in the case of Bonds constituting Balloon Indebtedness or
Variable Rate Indebtedness, shall the amount so fixed be
less than, as of any date of calculation, an amount equal to
the Principal and Interest Requirements in the next succeed-
ing Bond Year for which there is a Principal Requirement, on
account of all Bonds outstanding. The Reserve Fund Require-
ment for Bonds constituting Balloon Indebtedness and for
Bonds constituting Variable Rate Indebtedness shall be
calculated as set forth below.
In computing the Reserve Fund Requirement in respect of
any Bonds that constitute Variable Rate Indebtedness, the
interest rate on such Bonds shall be assumed as provided in
the Series Resolution governing such series of Bonds.
No amount required for the Loan Repayment Fund shall be
taken into account in computing the Reserve Account Require-
ment.
In connection with the Bonds constituting Optional
Tender Indebtedness, the date or dates on which the Holders
thereof may at their option tender such Bonds for payment or
purchase shall be disregarded.
"Resolution" means this Resolution as the same may be
amended or supplemented from time to time in accordance with
Article X hereof.
"Revenue Fund" means the Boynton Beach Water and Sewer
Utility Revenue Fund, a special fund created and designated
by Section 504 of this Resolution.
"Revenues" means all moneys, fees, charges and other
income received by the City or accrued to the City in con-
nection with or as a result of its ownership or operation of
the Water and Sewer Utility, including the income derived by
the City from the sale of water produced, treated or dis-
tributed by, or the collection, transmission, treatment or
disposal of sewage by the Water and Sewer Utility, any pro-
ceeds of use and occupancy insurance on the Water and Sewer
Utility or any part thereof and income from investments made
under this Resolution of moneys held in the various Funds
and Accounts created under Article V of this Resolution,
except Impact Fees, payments on special assessments for
water and sewer improvements, contributions in aid, connec-
tion charges and income from the investment of moneys in the
Construction Fund and the Impact Fee Fund.
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"Serial Bonds" means the Bonds of a Series which shall
be stated to mature in annual installments and "Term Bonds"
shall mean the Bonds of a Series so designated in a resolu-
tion of the City Council adopted prior to the issuance of
such Bonds.
"Series" means the Bonds delivered at any one time
under the provisions of Sections 207, 208 or 209 of this
Resolution.
"Series Resolution" means the resolution of the City
Council that is adopted prior to the issuance of any Series
of Bonds under Sections 207, 208 and 209 of this Resolution.
The Series Resolution shall (a) determine the details of the
Bonds of such Seriesw including, among other things, the
date thereof, the Flow of Funds, the rates of interest pay-
able thereon, the maturity dates thereof, the Amortization
Requirements therefor, the redemption provisions relating
thereto,and the Paying Agents therefor, (b) designate which
Bonds are Serial Bonds and which are Term Bonds~ and (c)
provide for the application of the proceeds of the Bonds to
which such Series Resolution relates.
"Sinking Fund" means the Boynton Beach Water and Sewer
Utility Revenue Bonds Interest and Sinking Fund, a special
fund created and ~esignated by Section 505 of this Resolu-
tion.
"Special Record Date" for the payment of any Defaulted
Interest on Bonds means a date fixed by the Trustee or by
the Bond Registrar pursuant to Section 203 of this Resolu-
tion.
"State Loan" means a loan from the State of Florida to
the City pursuant to any State of Florida Loan Agreement
entered into pursuant to the Authority granted by Article
VII, Section 14 of the Florida Constitution and Section
403.1834, Florida Statutes, or any legislation continuing
such authority.
"Time Deposits" means time deposits, certificates of
deposit or similar arrangements with any bank or trust
company which is a member of the Federal Deposit Insurance
Corporation and any Federal or State of Florida savings and
loan association which is a member of the Federal Savings
and Loan Insurance Corporation and which are secured in the
manner provided in Section 601 of this Resolution.
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"Utility Rate Consultant" means the person or firm
experienced in utility rate analysis at the time employed by
the City under the provisions of Section 704 of this Resolu-
tion~
"Variable Rate Indebtedness" means any portion of
indebtedness the interest rate on which is not established
at the time of incurrence of such indebtedness at a single
numerical rate for the entire term of the Indebtedness.
"Water and Sewer Utility" means, collectively, the
existing water treatment and distribution system and waste-
water collection and disposal system owned and operated by
the City, including the City's joint interest with the City
o~ Delray Beach, Florida, in the regional wastewater treat-
ment plant, together with the Project and any Improvements.
"1984 Resolution" means Resolution No. 84-E, adopted by
the City Council on January 3, 1984.
Section 102o Words of the masculine gender shall be
deemed and construed to include correlative words of the
feminine and neuter genders. Unless the context shall other-
wise indicate, the words "Bond", "coupon"~ "owner", "holder"
and "person" shall include the plural as well as the singular
number, the word "person" shall mean any individual, corpo-
ration, partnership, joint venture, association, joint-stock
company, trust, unincorporated organization or government or
any agency or political subdivision thereof, and the word
"holder" or "bondholder" when used herein with respect to
Bonds issued hereunder shall mean the holder or registered
owner~ as the case may be, of Bonds at the time issued and
outstanding hereunder.
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ARTICLE II.
Issuance of Bonds.
Section 201. Limitation on Issuance of Bonds. No
Bonds may be issued under the provisions of this Resolution
except in accordance with the provisions of this Article.
Section 202. Form and Numberinq of Bonds. Unless
otherwise provided in the applicable Series Resolution,
the definitive Bonds are issuable in fully registered form
in the denomination of $5,000 or any whole multiple thereof.
The definitive Bonds issued under the provisions of this
Article shall be substantially in the form hereinabove set
forth, with such appropriate variations, omissions and
insertions as may be necessary or appropriate to conform to
the provisions of this Resolution and the applicable Series
Resolution~ All Bonds may have endorsed thereon such
legends or text as may be necessary or appropriate to con-
form to any applicable rules and regulations of any govern-
mental authority or of any securities exchange on which the
Bonds may be listed or any usage or requirement of law with
respect thereto.
Section 203. Details of Bonds. Unless otherwise pro-
vided in the applicable Series Resolution, the Bonds shall
be dated, shall bear interest until their payment, such
interest to the maturity thereof being payable semi-annually
on May 1 and November 1 in each year, and shall be stated
to mature (subject to the right of prior redemption), all as
hereinafter provided.
Unless otherwise provided in the applicable Series Reso-
lution, each Bond shall bear interest from the Interest
Payment Date next preceding the date on which it is authen-
ticated unless it is (a) authenticated on an Interest
Payment Date, in which event it shall bear interest from
such Interest Payment Date or {b) authenticated prior to the
first Interest Payment Date in which event it shall bear
interest from its date; provided, however, that if at the
time of authentication of any Bond, interest is in default,
such Bond shall bear interest from the date to which interest
has been paid.
Unless otherwise provided in the applicable Series
Resolution, the Bonds shall be executed with the signatures
or facsimile signatures of the Mayor and of the City Clerk
II-1
and a facsimile of the official seal of the City shall be
impressed or imprinted thereon.
In case any officer whose signature or a facsimile
of whose signature shall appear on any Bonds shall cease to
be such officer before the delivery of such Bonds, such
signature or such facsimile shall nevertheless be valid and
sufficient for all purposes the same as if he had remained
in office until such delivery, and also any Bonds may bear
the facsimile signatures of, or may be signed by, such
persons as at the actual time of the execution of such Bonds
shall be the proper officers to sign such Bonds although at
the date of such Bonds such persons may not have been such
officers.
Both the principal of and the interest on the Bonds
shall be payable in any coin or currency of the United
States of America which is legal tender on the respective
dates of payment thereof for the payment of public and
private debts. Unless otherwise provided in the applicable
Series Resolution, the principal of all Bonds shall be
payable at the principal corporate trust office of the Bond
Registrar upon the presentation and surrender of such Bonds
as the same shall become due and payable.
Interest on any Bond that is payable, and is punctually
paid or duly provided for, on any Interest Payment Date
shall be paid to the person in whose name that Bond (or one
or more Predecessor Bonds) is registered at the close of
business on the Regular Record Date for such Interest Pay-
ment Date°
Any interest on any Bond that is payable, but is not
punctually paid or duly provided for, on any Interest Pay-
ment Date ("Defaulted Interest") shall forthwith cease to be
payable to the Holder as of the relevent Regular Record Date
solely by virtue of such Holder's having been such Holder on
such Date; and such Defaulted Interest may be paid by the
City, at its election in each case, as provided in subpara-
graph A or B below:
A. The City may elect to make payment of any
Defaulted Interest on the Bonds to the persons in whose
names such Bonds are registered at the close of busi-
ness on a Special Record Date for the payment of such
Defaulted Interest, which Special Record Date shall be
fixed in the following manner: The City shall notify
the Bond Registrar and any Paying Agent, in writing of
the amount of Defaulted Interest proposed to be paid on
II-2
each Bond and the date of the proposed payment (which
date shall be a date that will enable the Bond Registrar
or Paying Agent to comply with the next sentence
hereof), and at the same time the City shall deposit or
cause to be deposited with the Paying Agent or Bond
Registrar an amount of money equal to the aggregate
amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the
Bond Registrar or Paying Agent for such deposit prior
to the date of the proposed payment~ such money, when
deposited to be held in trust for the benefit of the
persons entitled to such Defaulted Interest as in this
subparagraph provided. Thereupon, the Bond Registrar,
shall fix a Special Record Bate for the payment of such
Defaulted Interest that shall be not more than 15 days
nor less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by
the Bond Registrar or Paying Agent of the notice of the
proposed payment. The Bond Registrar shall promptly
notify the City of such Special Record Date and, in the
name and at the expense of the City, shall cause notice
of the proposed payment of such Defaulted Interest and
the Special Record Date therefor to be mailed, first-
class postage prepaid, to each Holder at his address as
it appears in the registration books, maintained under
Section 206 of this Resolution not less than 10 days
prior to such Special Record Date. The Bond Registrar
may, in its discretion, in the name and at the expense
of the City, cause a similar notice to be published at
least once in a financial journal distributed in the
Borough of Manhattan, City and State of New York, but
such publication shall not be a condition precedent to
the establishment of such Special Record Date. Notice
of the proposed payment of such Defaulted Interest and
of the Special Record Date therefor having been mailed
as aforesaid, such Defaulted Interest shall be paid to
the persons in whose names the Bonds are registered on
such Special Record Date and shall no longer be payable
pursuant to the following subparagraph B.
B. The City may make payment of any Defaulted
Interest on the Bonds in any other lawful manner not
inconsistent with the requirements of any securities
exchange on which such Bonds may be listed and upon
such notice as may be required by such exchange, if,
after notice given by the City to the Bond Registrar of
the proposed payment pursuant to this subparagraph,
such payment shall be deemed practicable by the Bond
Registrar.
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Subject to the foregoing provisions of this Section,
each Bond delivered under this Resolution upon transfer of
or in exchange for or in lieu of any other Bond shall carry
all the rights to interest accrued and unpaid, and to
accrue, that were carried by such other Bond~ and each such
Bond shall bear interest from a date such that neither gain
nor loss in inter~st shall result from such transfer,
exchange or substitution.
Section 204. Authentication of Bonds. Only such Bonds
as shall have endorsed thereon a certificate of authentica-
tion substantially in the form hereinabove set forth, duly
executed by the Bond Registrar, shall be entitled to any
benefit or security under this Resolution. No Bond shall be
valid or obligatory for any purpose unless and until such
certificate of authentication on the Bond 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 signatory sign the certificate of authentication on
all of the Bonds that may be issued hereunder at any one
time.
Section 205. Exchange of Bonds. Bonds, upon surrender
thereof at the principal corporate trust office of the Bond
Registrar, together with an assignment duly executed by the
Holder or his attorney or legal representative in such form
as shall be satisfactory to the Bond Registrar, may, at the
option of the Holder thereof, be exchanged for an equal
aggregate principal amount of Bonds of the same series and
maturity, of any denomination or denominations authorized by
this Resolution and bearing interest at the same rate as the
registered Bonds surrendered for exchange.
The City shall make provision for the exchange of the
Bonds at the principal corporate trust office of the Bond
Registrar.
Section 206. Registration of Transfer and Ownership of
Bonds. The Bond Registrar shall keep books for the registra-
tion, exchange and registration of transfer of Bonds as pro-
vided in this Resolution. The Bond Registrar shall evidence
acceptance of the duties, obligations and responsibilities
of Bond Registrar by execution of the certificate of authen-
tication on the Bonds.
II-4
The transfer of any Bond may be registered only upon
the books kept for the registration of transfer of Bonds
upon surrender of such Bond to the Bond Registrar, together
with an assignment duly executed by the Holder or his
attorney or legal representative in such form as shall be
satisfactory to the Bond Registrar.
Upon any such exchange or registration of transfer, the
City shall execute and the Bond Registrar shall authenticate
and deliver in exchange for such Bond a new registered Bond
or Bonds, registered in the name of the transferee, of any
denomination or denominations authorized by this Resolution,
in the aggregate principal amount equal to the principal
amount of such Bond surrendered, of the same series and
maturity and bearing interest at the same rate.
In all cases in which Bonds shall be exchanged or the
transfer of Bonds shall be registered hereunder, the City
shall execute and the Bond Registrar shall authenticate and
deliver at the earliest practicable time Bonds in accordance
with the provisions of this Resolution. All Bonds surren-
dered in any such exchange or registration of transfer shall
forthwith be cancelled by the Bond Registrar. No service
charge shall be made for any registration of transfer or
exchange of Bonds, but the City and the Bond Registrar may
require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Bonds.
Except as provided in a Series Resolution, neither the City
nor the Bond Registrar shall be required (i) to issue,
register the transfer of or exchange Bonds during a period
beginning at the opening of business fifteen (15) days
before the day of mailing of a notice of redemption of Bonds
under Section 303 of this Resolution and ending at the close
of business on the day of such mailing, or (ii) to register
the transfer of or to exchange any Bond so selected for re-
demption in whole or in part.
The City, any Paying Agent, the Bond Registrar and any
agent of the City, any Paying Agent, and the Bond Registrar,
may treat the person in whose name any Bond is registered on
the books of the City kept by the Bond Registrar pursuant to
Section 206 hereof as the Holder of such Bond for the pur-
pose of receiving payment of principal of and premium, if
any, and interest on, such Bond, and for all other purposes
whatsoever, whether such Bond be overdue, and, to the extent
permitted by law, neither the City, any Paying Agent, the
Bond Registrar ncr any such agent shall be affected by any
notice to the contrary.
II-5
Section 207. Authorization of Initial Series of Bonds.
There shall be initially issued at one time, or in Series
from time to time under and secured by this Resolution,
Bonds of the City in an aggregate principal amount not ex-
ceeding Twenty Million Dollars ($20,000,000) for the purpose
of providing funds, together with any other available funds,
for paying the cost of paying at their respective maturities
or redeeming the Outstanding Bonds and acquiring and con-
structing the Project.
Said Bonds shall be designated, shall be dated, shall
be stated to mature (subject to the right of prior redemp-
tion as hereinafter set forth) on the 1st day of November, in
such year or years not more than forty (40) years after the
date of the Bonds, shall bear interest at such rates or
rates not exceeding the maximum rate then permitted by law,
shall have such Bond Registrar and any Term Bonds shall have
such Mandatory Amortization Requirements, may be made re-
deemable at such times and prices (subject to the provisions
of Article III of this Resolution), may be issued as Current
Interest Bonds, Variable Rate Indebtedness, Serial Bonds,
Capital Appreciation Bonds or Term Bonds~ or any combination
thereof, shall have such other details, may be insured and
may be secured in whOle or in part by a Credit Facility, all
as may be provided by the Series Resolution.
Except as to any Credit Facility and as to any dif-
ferences in the rate or rates of interest, the maturities or
the provisions for redemption or purchase and except for
such differences, if any, respecting the use of moneys in
various accounts, the Bonds of each series shall be on a
parity with and shall be entitled to the same benefit and
security of this Resolution as all other Bonds theretofore
and thereafter issued under this Resolution.
Each of the Bonds shall be executed substantially in
the form and manner hereinabove set forth and shall be
deposited with the City Manager for delivery but prior
to or simultaneously with the delivery of the Bonds by
the City Manager there shall be filed with the City Clerk
the following:
(a) a copy, certified by the City Clerk, of this
Resolution;
(b) a copy, certified by the City Clerk, of the
Series' Resolution;
II-6
(c) a copy, certified by the City Clerk, of the
resolution of the City Council, authorizing the execu-
tion of the Escrow Deposit Agreement, providing for
the disposicion of moneys under the 1984 Resolution and
any other depositary of moneys thereunder awarding said
Bonds, specifying the interest rate of each such Bond
and directing the delivery of such Bonds to or upon the
order of the purchasers therein named upon payment of
the purchase price therein set forth;
(d) a copy, certified by the City Clerk, of the
Escrow Deposit Agreement;
(e) an opinion of the City Attorney stating that
the signer is of the opinion that the issuance of said
Bonds has been duly authorized and that all conditions
precedent to the delivery of such Bonds have been
fulfilled;
(f) a signed copy of the engineering report of
the Consulting Engineers describing the Project together
with a certificate of the Consulting Engineers as to
the percentage of the principal amount of such Series
of Bonds allocable to Expansion Projects;
(g) an opinion of bond counsel of suitable re-
putation and experience stating that the signer is
of the opinion that the issuance of such Bonds has
been duly authorized and that all legal conditions
precedent to the delivery of such Bonds have been
fulfilled.
When the documents mentioned in clauses (a) to (g),
inclusivew of this Section shall have been filed with the
City Clerk and when said Series of Bonds shall have been
executed as required by this Resolution, the City Manager
shall deliver said Series Bonds at one time to or upon
the order of the purchasers named in the resolution men-
tioned in clause (c) of this Section, but only upon payment
to the City Manager of the purchase price of said Series
of Bonds. The City Manager shall be entitled to rely upon
such resolution as to all matters stated therein.
Each series of the Bonds, except the first series
issued under the authority of this Section, may only be
issued upon complying with the tests for the issuance of
Additional Bonds set forth in Section 208 of this Article.
II-7
The proceeds (including accrued interest and any
premium) of each Series of Bonds shall be applied as provided
in the Series Resolution for such Series of Bonds; provided,
however, that the first Series of Bonds issued under this
Section 207 shall provide for the payment or redemption of
all of the Outstanding Bonds. Series of Bonds issued after
the first Series may omit the matters in the resolution
mentioned in clause (c) relating to the Escrow Deposit
Agreement and the disposition of moneys and may omit the
items required by clauses (d) and (f) and in substitution
therefor include a statement of the Consulting Engineers
describing in brief and general terms the portions of the
Project to be acquired and constructed with the proceeds of
such Series of Bonds and certifying the percentage of the
principal amount of such Series of Bonds which is properly
allocable to Expansion Projects°
Section 208. Additional Bonds. In addition to the
Bonds authorized under the provisions of Section 207 of
this Article, Additional Bonds of the City may be issued
under and secured by this Resolution, on a parity with
the Bonds theretofore issued under and secured by this
Resolution and then outstanding, subject to the conditions
hereinafter provided in this Section, from time to time
for the purpose of paying all or any part of the cost of
constructing or acquiring any Improvements.
Before any Additional Bonds shall be issued under the
provisions of this Section the City Council shall adopt a
Series Resolution authorizing the issuance of such Addi-
tional Bonds, fixing the amount and the details thereof, and
describing in brief and general terms the Improvements to
be constructed or acquired. The Additional Bonds of each
Series issued under the provisions of this Section shall be
dated, shall be stated to mature (subject to the right of
prior redemption as hereinafter set forth) on the 1st day of
November, in such year or years, and any Term Bonds of such
Series shall have such Amortization Requirements, may be
made redeemable at such times and prices (subject to the
provisions of Article III of this Resolution), shall bear
interest at such rate or rates not exceeding the maximum
rate then permitted by law, all as may be provided by the
Series Resolution authorizing the issuance of such Additional
Bonds. Except as to any Credit Facility and as to any
differences in the rate or rates of interest, the maturities
or the provisions for redemption or purchase and except for
such differences, if any, respecting the use of moneys in
various accounts, such series of Additional Bonds shall be
on a parity with and shall be entitled to the same benefit
II-8
and security of this Resolution as all other Bonds thereto-
fore or thereafter issued under this Resolution. Such
Additional Bonds shall be executed in the form and manner
hereinabove set forth, with such changes as may be necessary
or appropriate to conform to the provisions of the Series
Resolution authorizing the issuance of such Additional Bonds,
and shall be deposited with the City Manager for delivery,
but before such Additional Bonds shall be delivered by the
City Manager, there shall be filed with the City Clerk the
following:
(a) a copy, certified by the City Clerk, of the
Series Resolution mentioned above;
(b) a copy, certified by the City Clerk, of the
resolution adopted by the City Council awarding such
Additional Bonds, specifying the interest rate of each
of such Additional Bonds and directing the delivery of
such Additional Bonds to or upon the order of the
purchasers therein named upon payment of the purchase
price therein set forth;
(c) a certificate, signed by the Director of
Finance and approved by the Accountant, to the effect
that the City was during the last Fiscal Year for
which audited financial statements are avallable in
compliance with the rate covenants set forth in
Section 502 of this Resolution;
(d) a certificate, signed by the Director of
Finance and approved by the Consulting Engineers,
setting forth:
(i) the amount of the Net Revenues for any
four consecutive quarters in the preceding six
quarters as shown in the quarterly reports men-
tioned in Section 709 of this Resolution, adjusted
by adding the following:
(1) in case the rates and charges for the
services furnished by the Water and Sewer Utility
shall have been revised and such revised rates
and charges shall have gone into effect prior to
the delivery of the Additional Bonds, the addi-
tional amount of Net Revenues which would have
been realized during such four consecutive quarters
if such rates and charges had been in effect
during such four consecutive quarters, and
II-9
(2) in case an existing water system, sewer
system or water and sewer system is to be acquired
from the proceeds of the Additional Bonds, the
additional amount of Net Revenues which would
have been realized during such four consecutive
quarters if such existing water system, sewer
system or water and sewer system to be acquired
had been a part of the Water and Sewer Utility
during such four consecutive quarters, which
computation of the additional amount of Net
Revenues shall be based upon the method of com-
puting Net Revenues under this Resolution and
approved by the Accountant, and
(ii) the respective amounts of the Principal
and Interest Requirements for each Bond Year
thereafter including the Additional Bonds then
requested to be delivered;
(e) a certificate signed by the Consulting Engi-
neers setting forth:
(i) the estimated date on which such Im-
provements will be placed in operation, and
(ii) their estimate of the additional Net
Revenues to be received on account of such
Improvements in the first full Bond Year
following the Bond Year in which such Improve-
ments will be placed in operation as estimated
in item (i) of said certificate;
(f) an opinion of the City Attorney stating
that the signer is of the opinion that the issuance
of such Additional Bonds has been duly authorized
and that all conditions precedent to the delivery
of such Additional Bonds have been fulfilled;
(g) an opinion of bond counsel of suitable
reputation and experience stating that the signer
is of the opinion that the issuance of such Addi-
tional Bonds has been duly authorized and that all
legal conditions precedent to the delivery of such
Additional Bonds have been fulfilled;
(h) a certificate of the Consulting Engineers
as to the percentage of the principal amount of such
Additional Bonds which are properly allocable to
Expansion Projects.
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When the documents mentioned above in this Section
shall have been filed with the City Clerk and when the
Additional Bonds described in the resolutions mentioned in
clauses (a) and (b) of this Section shall have been executed
as required by this Resolution, the City Manager shall
deliver such Additional Bonds at one time to or upon the
order of the purchasers named in the resolution mentioned in
said clause (b), but only upon payment to the City Manager
of the purchase price of such Additional Bonds. The City
Manager shall be entitled to rely upon such resolution as to
all matters stated therein, but the City Manager shall not
deliver such Additional Bonds unless either (A) the percent-
age derived by dividing the amount of actual Net Revenues
shown in item (i) of the certificate mentioned in said
clause (d) as adjusted by adding the additional Net Revenues,
if any, shown in (1) and (2) of said item (i) and the
additional Net Revenues, if any~ shown in item (ii) of the
Certificate mentioned in clause (e) of this Section by the
maximum amount of the Principal and Interest Requirements
for any Bond Year thereafter including the Additional
Bonds then requested to be delivered, as shown in item (ii)
of the certificate mentioned in said clause (d), shall be
not less than one hundred thirty-five per centum (135%) or
(B) such percentage without adding the additional. Net
Revenues shown in item (ii) of the certificate mentioned in
said clause (e) shall not be less than one hundred twenty
per centum (120%).
The proceeds (excluding accrued interest and any
premium) of such Additional Bonds shall be applied as
provided in the Series Resolution for such Additional
Bonds.
Section 209. Refunding Bonds. Refunding Bonds may be
issued under and secured by this Resolution, subject to the
conditions hereinafter provided in this Section, from time
to time for the purpose of providing funds for paying at
maturity or redeeming all or any part of the outstanding
Bonds of any one or more Series, including the payment of
any redemption premium thereon and any interest which will
accrue on such Bonds and any principal on Serial Bonds which
will mature to the redemption date or stated maturity date
or dates and any expenses in connection with such paying at
maturity and redeeming.
Before any Refunding Bonds shall be issued under the
provisions of this Section the City Council shall adopt a
Series Resolution authorizing the issuance of such Refunding
Bonds, fixing the amount and details thereof, and describing
II-11
the Bonds to be paid and redeemed. Such Refunding Bonds
shall be dated, shall be stated to mature (subject to the
right of prior redemption as hereinafter set forth) on the
1st day of November, in such year or years, and any Term
Bonds of such Series shall have such Mandatory Amortization
Requirements, may be made redeemable at such times and
prices (subject to the provisions of Article III of this
Resolution) and shall bear interest at such rate or rates
not exceeding the maximum rate then permitted by law, all as
may be provided by the Series Resolution authorizing the
issuance of such Refunding Bonds. Except as to any Credit
Facility and as to any differences in the maturities thereof
or the rate or rates of interest or the provisions for
redemption and except for such differences, if any, respect-
ing the use of moneys in various accounts, such Refunding
Bonds shall be on a parity with and shall be entitled to the
same benefit and security of this Resolution as all other
Bonds theretofore or thereafter issued under this Resolu-
tion. Such Refunding Bonds shall be executed substantially
in the form and manner hereinabove set forth, with such
changes as may be necessary or appropriate to conform to the
provisions of the Series Resolution authorizing the issuance
of such Refunding Bonds, and shall be deposited with the
City Manager for delivery, but prior to or simultaneously
with the delivery of such Refunding Bonds by the City
Manager~ there shall be filed with the City Clerk the
following:
(a) a copy, certified by the City Clerk,
of the Series Resolution mentioned above.
(b) a copy, certified by the City Clerk,
of the resolution adopted by the City Council,
awarding such Refunding Bonds, specifying the
interest rate of each of such Refunding Bonds
and directing the delivery of such Refunding
Bonds to or upon the order of the purchasers
therein named upon payment of the purchase price
therein set forth;
(c) an opinion of the City Attorney stat-
ing that the signer is of the opinion that the
issuance of such Refunding Bonds has been duly
authorized and that all conditions precedent to
the delivery of such Refunding Bonds have been
fulfilled;
(d) an opinion of bond counsel of suitable
reputation and experience stating that the signer
II-12
is of the opinion that the issuance of such Re-
funding Bonds has been duly authorized and that
all legal conditions precedent to the delivery
of such Refunding Bonds have been fulfilled;
(e) such documents as shall be required by
the City Attorney to show that provision has
been duly made in accordance with the provisions
of this Resolution for the payment or redemption
of all of the Bonds to be paid or redeemed.
When the documents mentioned above in this Section
shall have been filed with the City Clerk and when the
Refunding Bonds described in the resolutions mentioned in
clauses (a) and (b) of this Section shall have been executed
as required by this Resolution, the City Manager shall
deliver such Refunding Bonds at one time to or upon the
order of the purchasers named in the resolution mentioned in
said clause (b), but only upon payment to the City Manager
of the purchase price of such Refunding Bonds. The City
Manager shall be entitled to rely upon such resolution as to
all matters stated therein~
The proceeds of such Bonds (excluding accrued interest and
any premium) shall be deposited with the Bond Registrar to
be held in trust for the sole and exclusive purpose of pay-
ing such principal, redemption premium and interest. The
amount received as accrued interest and premium on such
Bonds shall be deposited to the credit of the Bond Service
Account for application to the first interest due on such
Bonds ~
Section 210. Temporary Bonds. Until the definitive
Bonds of any Series are ready for delivery, there may be
executed, and the City Manager may deliver, in lieu of
definitive Bonds and subject to the same limitations and
conditions except as to identifying numbers, temporary
printed, engraved, lithographed or typewritten Bonds in the
denomination of Five Thousand Dollars ($5,000) or any mul-
tiple thereof, substantially of the tenor hereinabove set
forth, and with appropriate omissions, insertions and vari-
ations as may be required. The City shall cause the defini-
tive Bonds to be prepared and to be executed, endorsed and
delivered to the City Manager, and the City Manager, upon
presentation to him of any temporary Bond shall cancel the
same or cause the same to be cancelled and authenticate and
deliver, in exchange therefor, at the place designated by
the holder, without expense to the holder, a definitive Bond
or Bonds of the same Series and in the same aggregate princi-
II-13
pal amount, maturing on the same date and bearing interest
at the same rate as the temporary Bond surrendered. Until
so exchanged, the temporary Bonds shall in all respects be
entitled to the same benefit of thi.s Resolution as the
definitive Bonds to be issued and authenticated hereunder.
Section 211. Mutilated, Destroyed or Lost Bonds. In
case any Bonds secured hereby shall become mutilated or be
destroyed or lost, the City may cause to be executed, and
the City Manager may deliver, a new Bond of like date,
number and tenor in exchange and substitution for and upon
the cancellation of such mutilated Bond, or in lieu of and
in substitution for such Bond destroyed or lost, upon the
holder's paying the reasonable expenses and charges of the
City in connection therewith and, in the case of a Bond
destroyed or lost, his filing with the City Manager evidence
satisfactory to him that sUch Bond was destroyed or lost,
and of his ownership thereof, and furnishing the City with
indemnity satisfactory to it~
II-14
ARTICLE IIIa
Redemption of Bonds.
Section 301. Redemption General. l¥. The Bonds
of each Series issued under the provisions of this
Resolution shall be subject to redemption, either in
whole or in part and at such times and prices, as may
be provided by Series Resolution prior to the issuance of
such Bonds~ provided, however, that any redemption in
part may be made only on an Interest Payment Date.
Any redemption of less than all of the Bonds is-
sued under the provisions of this Resolution and then
outstanding shall be (i) a redemption of all the Bonds
of one or more Series from the proceeds of Refunding
Bonds issued under the provisions of Section 209 of
this Resolution or from any moneys otherwise made avail-
able for the purpose, or (ii) a redemption subject to
the provisions of Section 508 of this Resolution.
If less than all of the Bonds of any one maturity
of a Series shall be called for redemption, the particu-
lar Bonds to be redeemed shall be selected by lot by
the Director of Finance in such manner as the Director of
Finance in his discretion may determine.
Section 302. Redemption Notice. At least thirty
(30) days before the redemption date, a notice of any
such redemption, either in whole or in part, signed by the
Director of Finance, (a) shall be published once in a
Daily Newspaper of general circulation in the City, and
in a Daily Newspaper of general circulation or a financial
journal published in the Borough of Manhattan, City and
State of New York, (b) shall be filed with the Director
of Finance and (c) shall be mailed, postage prepaid, to
all Owners as they appear on the registration books herein-
above provided for, but failure so to mail any such notice
shall not affect the validity of the proceedings for such
redemption. Each such notice shall set forth the date
fixed for redemption, the redemption price to be paid
and, if less than all of the Bonds of a Series then
outstanding shall be called for redemption, the numbers
of such Bonds.
III-1
Section 303. Effect of Calling for Redemption.
On the date so designated for redemption, notice having
been published and filed in the manner and under the
conditions hereinabove provided, the Bonds so called
for redemption shall become and be due and payable at
the redemption price provided for redemption of such
Bonds on such date, and, moneys for payment of the re-
demption price being held in separate accounts by the
Director of Finance in trust for the holders of the Bonds
to be redeemed, all as provided in this Resolution, inter-
est on the Bonds so called for redemption shall cease
to accrue, the coupons for interest thereon payable sub-
sequent to the redemption date shall be void, such Bonds
shall cease to be entitled to any lien, benefit or security
under this Resolution, and the holders or registered owners
of such Bonds shall have no rights in respect thereof
except to receive payment of the redemption price thereof.
Section 304. Cancellation. Bonds so called for
redemption shall be cancelled upon the surrender thereof.
Section 305. Bonds Called for Redemption or
Payment Provided Therefor Not Outstanding. Bonds which
have been duly called for redemption under the provi-
sions of this Article, or with respect to which either
irrevocable instructions to call for redemption or to
pay at their respective maturities and mandatory redemp-
tion dates or any combination of such redemption and
payment have been given by the City to the Director of
Finance, in form satisfactory to him and for the payment
of the redemption price and maturing principal amounts of
which and the interest to accrue thereon to the date fixed
for redemption or the dates of their respective maturities
and mandatory redemption dates sufficient moneys, or
Defeasance Obligations in such amounts, bearing interest
at such rates and maturing (without option of prior pay-
ment) at such dates that the proceeds thereof and the
interest thereon will provide sufficient moneys, shall be
held in separate accounts by the Director of Finance in
trust solely for the Owners of the Bonds to be redeemed
and paid, all as provided in this Resolution, shall not
be deemed to be outstanding under the provisions of this
Resolution and shall cease to be entitled to any benefit
or security under this Resolution other than to receive
payment from such moneys.
III-2
ARTICLE IV.
Construction Fund.
Section 401. Construction Fund. A special fund
is hereby created and designated "Boynton Beach Water and
Sewer Utility Construction Fund" (herein sometimes called
the "Construction Fund") which shall be held by the Director
of Finance and to the credit of which there shall be deposited
the amounts specified in the respective Series Resolutions
adopted pursuant to Section 207 and Section 208 of this
Resolution.
The moneys in the Construction Fund shall be held by
the Director of Finance in trust and applied to the payment
of the Cost of the Project or any portion thereof financed by
a Series of Bonds issued under Section 207 of this Resolution
or any Improvements and, pending such application, shall be
subject to a lien and charge in favor of the holders of the
Bonds issued and outstanding under this Resolution and for
the further security of such holders until paid out as
herein provided°
Section 402. Revolving Fund° The City may withdraw
from the Construction Fund upon its requisitions therefor,
signed by the City Manager and filed with the Director of
Financew at one time or from time to time, a sum or sums
aggregating not more than One Hundred Thousand Dollars
($100,000) exclusive of reimbursements as hereinafter in
this Section authorized, such sums and such reimbursements
to be used by the City as a revolving fund for the payment
of items of cost referred to in Section 403 of this Article
which can not conveniently be paid as herein otherwise
provided. The revolving fund shall be reimbursed from time
to time for such items of cost so paid by payments from the
Construction Fund upon requisitions of the City, similarly
signed and filed, specifying the payee and the amount and
purpose of each payment from the revolving fund for which
such reimbursement is requested, accompanied by a certifi-
cate, similarly signed, certifying that each such item so
paid was a necessary item of cost and that such item could
not conveniently be paid except from such revolving fund,
and also accompanied by the written approval of such certi-
ficate by the Consulting Engineers.
Section 403. Payments from Construction Fund. Pay-
ments from the Construction Fund, except transfers and
payments under the provisions of Section 402 of this Article,
shall be made in accordance with the provisions of this Sec-
tion. Before any such payments shall be made the City shall
file with the Director of Finance:
(a) a requisition, signed by the City Manager,
stating in respect of each such payment:
(1) the item number of the payment,
(2) the name of the person, firm or corpora-
tion to whom payment is duel
(3) the amount to be paid, and
(4) the purpose by general classification
for which the obligation to be paid was incurred;
(b) a certificate, signed by the City Manager or
the officer or officers duly designated by him for such
purpose and attached to the requisition, certifying:
(1) that obligations in the stated amounts
have been incurred by the City and that each item
thereof is a proper charge against the Construc-
tion Fund and has not been paid,
(2) that there has not been filed with or
served upon the City notice of any lien, right to
lien, or attachment upon, or claim affecting the
right to receive payment of, any of the moneys pay-
able to any of the persons, firms or corporations
named in such requisition, which has not been re-
leased or will not be released simultaneously
with the payment of such obligation,
(3) that such requisition contains no item
representing payment on account of any retained
percentages which the City is at the date of such
certificate entitled to retain; and
(c) a ~certificate, attached to such requisition
and signed by the Consulting Engineers, certifying their
approval thereof.
Upon receipt of each such requisition and accompanying
certificates the Director of Finance shall withdraw from the
Construction Fund and deposit with the commercial department
IV-2
of the appropriate Depositary for the credit of a special
account in the name of the City, an amount equal to the
total of the amounts to be paid as set forth in such re-
quisition, the amount so deposited to be used solely for
the payment of the obligations set forth in such requisi-
tion. In making such withdrawals and deposits the Director
of Finance may rely upon such requisitions and accompany-
ing certificates. Each such obligation shall be paid by
check drawn on such special account and signed by a properly
authorized officer or officers of the City and having the
same identifying number as the number stated in the requi-
sition for such obligation. Moneys deposited to the credit
of such special account shall be deemed to be a part of
the Construction Fund until paid out as above provided.
If for any reason the City should decide prior to the
payment of any item in a requisition not to pay such item,
the City shall give notice of such decision to the Director
of Finance and thereupon the City shall pay the amount of
such item by check drawn on such special account to the
Director of Finance for the credit of the Construction
Fund.
Section 404. Cost of Project or Improvements.
For the purposes of this Article, the Cost of the Proj-
ect or any Improvements to be constructed or acquired
shall include, without intending thereby to limit or to
restrict or to extend any proper definition of such Cost
under the provisions of this Resolution, the following:
(a) obligations incurred for labor and ma-
terials and to contractors, builders and material-
men in connection with the construction of enlarge-
ments, improvements and extensions, for machinery
and equipment, and for the restoration of property
damaged or destroyed in connection with such con-
struction and for the relocation of water and sewer
lines occasioned by road construction and for the
demolition and disposal of structures necessary or
desirable in connection with such construction
or the operation of the Water and Sewer Utility;
(b) interest accruing upon any Bonds prior
to the commencement of and during construction
or for any additional period as may be authorized
by law if so provided, and subject to any limita-
tion, in the Series Resolution providing for, or
authorizing, the issuance of such Bonds;
IV-3
(c) the cost of acquiring any waterworks or
sewage system now serving any portion of the City
and territory adjacent thereto, or any part of such
system, either within or without or partly within
and partly without the corporate limits of the City;
(d) the cost of acquiring by purchase and
the amount of any award or final judgment in any
proceeding to acquire by condemnation, such land,
structures and improvements, property rights,
rights-of-way, franchises, easements, and other
interests in lands necessary or convenient in con-
nection with such construction or with the operation
of the Water and Sewer Utility, and the amount of
any damages incident thereto;
(e) expenses of administration properly
chargeable to such construction or acquisition,
legalr architectural and engineering expenses and
fees, cost of audits and of preparing and issuing
the Bonds, fees and expenses of consultants, financ-
ing charges, fees and expenses of the Bond Registrar
and the Authenticating Agent for their services under
this Article, taxes or other governmental charges
lawfully assessed during construction, premiums on
insurance in connection with construction, Bond insur-
ance premiums, rating agency fees, the cost of fund-
ing the Reserve Account, fees and expenses of any
person providing special credit facilities with
respect to any Series of Bonds and all other items
of expense not elsewhere in this Section specified,
incident to the financing, construction or acquisi-
tion of the Project or any Improvements and the
placing of the same in operation; and
(f) any obligation or expense incurred by the
City for any of the foregoing purposes, within
five years from the date of delivery of the Bonds
pursuant to Sections 207 and 208 of this Resolution,
including the cost of materials, supplies or equip-
ment furnished by the City in connection with the
acquisition of the Water and Sewer Utility or the
acquisition and construction of the Project or any
Improvements and paid for by the City out of funds
other than moneys in the Construction Fund.
Section 405. Title to Properties Acquired. The
City further covenants that the Project and any Improve-
ments will be constructed on or under land which is owned
or can be acquired by the City in fee simple or over or
IV-4
under which the City shall have acquired or can acquire
either by long term lease or by perpetual easements for
the purposes of the Water and Sewer Utility, free from
all liens, encumbrances and defects of title which have
a materially adverse effect upon the City's right to
use such lands or properties for the purposes intended
or which have been adequately guarded against by a bond
or other form of indemnity, or lands, including public
streets and highways, the right to use and occupy which
for such purposes shall be vested in the City by law or
by valid rights of way, easements, franchises or licenses.
Section 406. Audits. The City covenants that, at
least once in each twelve (12} months until the acquisition
of the Project or any Improvements shall have been com-
pleted, it will cause an audit to be made by the Accountant
covering all receipts and moneys then on deposit with or
in the name of the Director of Finance or the City and
the security held therefor, and all disbursements made
pursuant to the provisions of this Article. Reports of
each audit shall be filed with the Director of Finance
and the Consulting Engineers. Copies of such audit reports
shall be filed with the City Clerk.
Section 407. Disposition of Construction Fund
Balance. When the construction of the Project or any
Improvements shall have been completed, which fact shall
be evidenced to the Director of Finance by a certificate
stating the date of such completion, signed by the Con-
sulting Engineers the balance in the Construction Fund
not reserved by the City for the payment of any remaining
part of the Cost of the Project or such Improvements
shall be transferred to such Fund or Account hereunder or
applied by the Director of Finance upon instructions from
the City Manager in reliance upon a written opinion of
bond counsel of suitable reputation and experience to the
effect that such transfer or application will not cause
the interest on the Bonds or any thereof to become subject
to Federal income taxation; provided, however, that any
portion of said balance attributable to Expansion Projects
(as determined by the Consulting Engineers) shall be trans-
ferred to the Impact Fee Fund.
IV-5
ARTICLE V.
Revenues and Funds.
Section 501. Water and Sewer Rates. The City
covenants that schedules of rates for water and sewer
service by the Water and Sewer Utility presently in effect
will not be revised except as hereinafter provided in this
Article, except that there shall be no restriction on
increasing rates at any time.
Section 502. Rate Covenant. The City further cove-
nants that it will fix, charge and collect rates and charges
for the use of the services and facilities furnished by the
Water and Sewer Utility and that from time to time, and as
often as it shall be necessary, it will adjust such rates
and charges by increasing or decreasing the same or any
selected categories of rates and charges so that the Reve-
nues will at all times be sufficient in each Fiscal Year
to provide an amount at least equal to the sum of (a) one
hundred per centum (100%) of the Current Expenses of the
Water and Sewer Utility for the current Fiscal Year, (b)
one hundred twenty-five per centum (125%) of the Principal
and Interest Requirements for~the current Fiscal Year,
(c) one hundred per centum (100%) of the Reserve Account
Deposit Requirement for the current Fiscal Year~ and (d)
one hundred per centum (100%) of the amount required to
be deposited in the Renewal and Replacement Fund during
the current Fiscal Year pursuant to the provisions of
Section 705 of this Resolution; provided, however, that
the percentage in clause (b) above attributable solely to
Revenues derived from the operations of the Water and
Sewer Utility exclusive of income from investments of
moneys made under the Resolution shall be at least equal
to one hundred fifteen per centum (115%) of the Principal
and Interest Requirements for the current Fiscal Year.
The City further covenants that if at any time
the Revenues shall not be sufficient to provide such
amounts, it will revise the rates and charges for the
services and facilities furnished by the Water and Sewer
Utility and, if necessary, it will revise its regulations
in relation to the collection of bills for such services
and facilities, so that the rates and charges collected
in the current and each subsequent Fiscal Year will result
in Revenues sufficient to provide such amounts.
The City covenants that if in any Fiscal Year
the Revenues shall not have been sufficient to pro-
V-1
vide the amounts set forth in the first paragraph of
this Section, it will before the 1st day of November
of the following Fiscal Year request the Consulting
Engineers or the Ut~31ity Rate Consultant to make their
recommendations as to a revision of the rates and charges
for the use of the services and facilities furnished by
the Water and Sewer Utility and copies of such request
and such recommendations shall be filed with the City
Manager.
In the event that the City shall fail to adjust
the schedule of rates and charges in accordance with
the provisions of this Section, the Owners of not less
than ten per centum (10%) in principal amount of all
Bonds then outstanding may institute and prosecute in
a court of competent jurisdiction an appropriate suit,
action or proceeding to compel the City to adjust such
schedule in accordance with the requirements of this
Section, and the City covenants that it will adopt and
cha~ge rates and charges in co.mpliance with any judg-
ment, order or decree entered ~n any such suit, action
or proceeding.
Section 503. Annual Budget. The City covenants
that on or before the first day of each Fiscal Year it
will adopt a budget of Current Ex.Denses and Capital
Expenditures for such Fiscal Year (herein sometimes
called the "Annual Budget"). Copies of the Annual Budge~
shall be filed with the City Clerk, the Director of
Finance and mailed by the City to all Owners who shall
have filed their names and addresses with the City Clerk
for such purpose.
If for any reason the City shall not have adopted
the Annual Budget before the first day of any Fiscal Year,
the Annual Budget for the preceding Fiscal Year shall
until the adoption of the Annual Budget, be deemed to
be in force and shall be treated as the Annual Budget
under the provisions of this Article.
The City may at any time adopt an amended or sup-
plemental Annual Budget for the remainder of the then
current Fiscal Year, and the Annual Budget so amended
or supplemented shall be treated as the Annual Budget
under the provisions of this Article. Copies of any
such amendment or supplemental Annual Budget shall be
filed with the City Clerk, the Director of Finance and
mailed by the City to all Owners who shall have filed
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their names and addresses with the City Clerk for such
purpose.
The City further covenants that the amount ex-
pended for Current Expenses in any Fiscal Year will
not exceed the reasonable and necessary amount there-
of, and that it will not expend any amount for main-
tenance, repair and operation of the Water and Sewer
Utility in excess of the total amount provided for
Current Expenses in the Annual Budget.
Section 504. Revenue Fund. A special fund is
hereby created and designated the "Boynton Beach Water
and Sewer Utility Revenue Fund" (herein called the "Revenue
Fund"). The City covenants that all Revenues will be
collected by the City and deposited as received with
a Depositary or Depositaries to the credit of the Revenue
Fund. All moneya in the Revenue Fund shall be held by the
City in trust and applied as provided in this Article.
Section 505. Sinking and Other Funds. A special
fund is hereby created and designated "Boynton Beach Water
and Sewer Utility Revenue Bonds Interest and Sinking Fund"
(herein sometimes called the "Sinking Fund"). There are
hereby created in the Sinking Fund three separate accounts
designated "Bond Service Account", "Mandatory Redemption
Account", and "Reserve Account" respectively. Five addi-
tional special funds are hereby created and designated
"Boynton Beach State Pollution Control and Water Facilities
Loan Repayment Fund" (herein called the "Loan Repayment
Fund"), "Boynton Beach Water and Sewer Utility Renewal and
Replacement Fund" (herein sometimes called the "Renewal and
Replacement Fund"), "Boynton Beach General Reserve Fund"
(herein called the "General Reserve Fund") and the "Boynton
Beach Impact Fee Fund" (herein called the "Impact Fee Fund").
The moneys in each of said Funds and Accounts shall
be held in trust and applied only as hereinafter provided
with regard to each such Fund and Account and, pending
such application, shall (except for the moneys held in
the Loan Repayment Fund) and, to the extent hereinafter
provided, the Impact Fee Fund) be subject to a lien and
charge in favor of the holders of the Bonds issued and
outstanding under this Resolution and for the further
security of such holders until paid out or transferred as
herein provided.
The City Manager and the Mayor shall, on or before the
20th day of the month next succeeding the month in which
Bonds are issued under the provisions of Section 207 of this
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Resolution and not later than the 20th day of each month
thereafter, withdraw an amount equal to the balance remaining
in the Revenue Fund on the last day of the preceding month,
less an amount (to be held for the payment of Current
Expenses) equal to the amount necessary for Current Expenses
during the next ensuing month as determined by the City
Manager, and deposit the sum so withdrawn to the credit of
the following Accounts or Funds in the following order:
(a) to the credit of the Bond Service Account,
an amount, which, together with the amount, if any,
concurrently deposited therein from the Impact Fee
Fund, will equal one-sixth (1/6th) of the amount of
interest payable on the Bonds of each Series on the
interest payment date next succeeding (less any amount
received as capitalized or accrued interest from the
proceeds of any Bonds which is available for such
interest payment) and beginning November 19 an
amount, which, together with the amount, if a---ny, con-
currently deposited therein from the Impact Fee Fund,
will equal one-twelfth (1/12th) of the next maturing
installment of principal on all Serial Bonds then
outstanding; provided~ however, that in each month
intervening between the date of delivery of Bonds
pursuant to Sections 207, 208 or 209 of this Resolution
(beginning with the month following the month in which
such deliverv takes place) and the next succeeding
interest payment date and the next succeeding principal
payment date, respectively, the amount specified in
this subparagraph shall be that amount which when
multiplied by the number of deposits to the credit of
the Bond Service Account required to be made during
such respective periods as provided above will equal
the amounts required (in addition to any amounts
received as accrued interest or capitalized interest
from the proceeds of such Bonds) for such next succeed-
ing interest payment and next maturing installment of
principal, respectively;
(b) to the credit of the Mandatory Redemption
Account an amount, which, together with the amount, if
any, concurrently deposited therein from the Impact Fee
Fund, will equal one-twelfth (1/12th) of the principal
amount of Mandatory Term Bonds of each Series then
outstanding required to be retired, in satisfaction of
the Mandatory Amortization Requirements, if any, for
such Bond Year, plus the premiums, if any, on the
principal amount of Mandatory Term Bonds which would be
payable in such Bond Year if such principal amount of
Mandatory Term Bonds were to be redeemed prior to their
respective maturities from moneys held for the credit
of the Sinking Fund;
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(c) with the Fiscal Agent to the credit of the
Reserve Account, such amount, if any, of any balance
remaining after making the deposit under clauses
(a) and (b) above (or the entire balance if less
than the required amount) which, together with the
amount, if any, concurrently deposited therein from the
Impact Fee Fund will be required to make the amount
deposited in such month to the credit of the Reserve
Account equal to the Reserve Account Deposit Require-
ment for such month;
(d) to the credit of the Loan Repayment Fund,
such amount, if any, of any balance remaining after
making the deposits under clauses (a), (b) and (c)
above (or the entire balance if less than the required
amount) which, together with the amount, if any,
concurrently deposited therein from the Impact Fee Fund
will be required to make the amount deposited therein
equal to the Monthly State Loan Requirement, if any;
(e) to the credit of the Renewal and Replacement
Fund, such amount, if any, of any balance remaining
after making the deposits under clauses (a), (b), (c)
and (d) above (or the entire balance if less than the
required amount) as may be required to make the amount
deposited in such Fiscal Year to the credit of the
Renewal and Replacement Fund equal to the amount, if
any, recommended by the Consulting Engineers pursuant
to the provisions of Section 704 of this Resolution,
to be deposited to the credit of said Fund during such
Fiscal Year; and
(f) to the credit of the General Reserve Fund,
the balance, if any, remaining after making the depo-
sits under clauses (a), (b), (c), (d) and (e) above.
If the amount deposited in any month to the credit
of any of the Accounts or Funds mentioned in (a) to (d),
inclusive, above shall be less than the amount required to
be deposited under the foregoing provisions of this Section,
the requirement therefor shall nevertheless be cumulative
and the amount~ of any deficiency in any month shall be added
to the amount otherwise required to be deposited in each
month thereafter until such time as all such deficiencies
have been made up.
Any moneys received by the City from payments on
special assessments for water and sewer improvements and
contributions in aid shall be deposited to the credit of
the General Reserve Fund.
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Section 506. Payment of Current Expenses. The Current
Expenses, except City administrative expenses properly
chargeable to the Water and Sewer Utility, shall be paid
from the Revenue Fund as the same become due and payable~
Payments from the Revenue Fund shall be made in accordance
with procedures established by the City from time to time,
the Annual Budget and the covenants in Section 503 of this
Article.
Section 507. Application of Moneys in Bond Service
Account. The Director of Finance shall, during the period
of two (2) business days immediately preceding each Interest
Payment Date, withdraw from the Bond Service Account, and
remit by mail or cause the Bond Registrar to remit by
mail to each Owner of Bonds the. amounts required for paying
the interest on such Bonds as such interest becomes due
and payable and set aside in trust with the Bond Registrar
the amounts required for paying the principal of all Serial
Bonds as such principal becomes due and payable.
Section 508. Application of Moneys in Mandatory
Redemption Account. Moneys held for the credit of the
Mandatory Redemption Account shall be applied to the
retirement of the Mandatory Term Bonds issued under the
provisions of this Resolution as follows:
(a) Subject to the provisions of paragraph
(c) of this Section, the Director of Finance may
purchase any Mandatory Term Bonds secured hereby and
then outstanding, whether or not such Mandatory Term
Bonds shall then be subject to redemption, on the
most advantageous terms obtainable with reasonable
diligence, such price not to exceed the principal of
such Mandatory Term Bonds plus the amount of the
redemption premium, if any, which might on the next
redemption date be paid to the holders of such Manda-
tory Term Bonds under the provisions of Article
III of this Resolution if such Mandatory Term Bonds
should be called for redemption on such date from
moneys in the Sinking Fund. The Director of Finance
shall pay the interest accrued on such Mandatory
Term Bonds to date of settlement therefor from the
Bond Service Account and the purchase price from the
Mandatory Redemption Account, but no such purchase
shall be made by the Fiscal Agent within the period
of forty-five (45) days next preceding any Interest
Payment Date on which such Mandatory Term Bonds are
subject to call for redemption under the provisions
of this Resolution, except from moneys other than
moneys set aside or deposited for the redemption of
Mandatory Term Bonds.
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(b) Subject to the provisions of Article III
of this Resolution and paragraph (c) of this Section,
the Director of Finance may call for redemption on
each Interest Payment Date on which Mandatory Term
Bonds are subject to redemption such amount of such
Mandatory Term Bonds as, with the redemption premium,
if any, will exhaust the moneys which will be held
for the credit of the Mandatory Redemption Account
on said Interest Payment Date as nearly as may be;
providedw however, that not less than Fifty Thousand
Dollars ($59,000) principal amount of Mandatory Term
Bonds shall be called for redemption at any one time
unless a lesser amount shall be required to satisfy
the Mandatory Amortization Requirement for any Fiscal
Year. Such redemption shall be made pursuant to the
provisions of Article III of this Resolution. The
Director of Finance shall during the period of two
(2) business days prior to the Redemption Date with-
draw from the Bond Service Account and the Redemption
Account and set aside in separate accounts or deposit
with the Bond Registrar the respective amounts required
for paying the interest on, and the principal and
redemption premium of, the Mandatory Term Bonds so
called for redemption.
(c) Moneys held by the Director of Finance in
the Mandatory Redemption Account shall be applied by
the Director of Finance each Fiscal Year to the retire-
ment of Bonds of each Series then outstanding in the
following order:
First: the Mandatory Term Bonds of each
such Series to the extent of the Mandatory
Amortization Requirement, if any, for such Fiscal
Year for such Mandatory Term Bonds, plus the
applicable premium, if any, and any deficiency
in any preceding Fiscal Years in the purchase or
redemption of such Mandatory Term Bonds under
the provisions of this subdivision and, if the
amount available in such Fiscal Year shall not be
sufficient therefor, then in proportion to the
Mandatory Amortization Requirement, if any, for
such Fiscal Year for the Mandatory Term Bonds of
each such Series then outstanding, plus the
applicable premium, if any, and any such
def ici ency.
Second: Term Bonds of each Series, if any,
in such manner as the Director of Finance shall
determine results in the greatest economic benefit
to the City.
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Third: after the retirement of all Term
Bonds, if any, Serial Bonds issued under the
provisions of this Resolution in the inverse
order of their maturities and, to the extent
that Serial Bonds of different Series'mature
on the same date, in proportion (as nearly as
practicable) to the principal amount of Serial
Bonds of each Series maturing on such date.
Upon the retirement of any Bonds by purchase or
redemption the Director of Finance shall file with the City
Manager a statement briefly describing such Bonds and
setting forth the date of their purchase or redemption,
the amount of the purchase price or the redemption price
of such Bonds and the amount paid as interest thereon.
The expenses in connection with the purchase or redemption
of any Bonds shall be paid by the City from the Revenue
Fund.
In the case of Bonds secured by a Credit Facility,
amounts on deposit in the Sinking Fund may be applied as
provided in the applicable Series Resolution to reimburse
the Credit Bank for amounts drawn under such Credit Facility
to pay the principal of and premium, if any, and interest on
Bonds.
Section 509. Application of Moneys in Reserve Account.
Moneys held for the credit of the Reserve Account shall
first be used for the purpose of paying the interest on and
the principal of the Bonds whenever and to the extent that
the moneys held for the credit of the Bond Service Account
and the General Reserve Fund shall be insufficient for such
purpose and thereafter for the purpose of making deposits to
the credit of the Mandatory Redemption Account pursuant to the
requirements of Section 505(b) of this Article or the Flow
of Funds applicable to any Series of Bonds whenever and to
the extent that withdrawals from the Revenue Fund and the
amount on deposit in the General Reserve Fund are insuffi-
cient for such purposes. If at any time the moneys held for
the credit of the Reserve Account shall exceed the Reserve
Account Requirement, the Expansion Project Percentage of
such excess shall be deposited to the credit of the Impact
Fee Fund and the balance of such excess shall be deposited
to the credit of the Revenue Fund.
In the event that two or more such accounts have been
established in the Reserve Account in the event that Bonds
constituting Balloon Indebtedness or Optional Tender Indebt-
edness or Bonds secured by a Credit Facility are issued and
outstanding and a deficiency in the amount of money to the
credit of the Sinking Fund or a subfund or account estab-
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lished under a Series Resolution shall exist with respect to
a series of Bonds constituting Optional Tender Indebtedness
or Balloon Indebtedness by virtue of the exercise by the
Owners of Optional Tender Indebtedness of their rights to
tender such Bonds for payment or purchase or by virtue of an
insufficiency of moneys in the Sinking Fund to meet the bal-
loon Principal Requirement, respectively, or~ with respect
to Bonds secured by a Credit Facility by virtue of a draw
under such Credit Facility, the necessary withdrawals shall
be made solely from and to the extent of moneys credited to
the account corresponding to such series of Bonds; other-
wise, such accounts shall be drawn upon pro rata in accor-
dance with the amounts of principal and interest coming due
on the Bonds of different series which, on the one hand do
not, and, on the other hand, do constitute Balloon Indebted-
ness or Optional Tender Indebtedness or Bonds secured by a
Credit Facility, to the extent necessary to remedy such
deficiencies.
In the case of Bonds secured by a Credit Facility,
amounts on deposit in a separate subaccount in the Reserve
Fund may be applied as provided in the applicable Series
Resolution to reimburse the Credit Bank for amounts drawn
under such Credit Facility to pay the principal of and
premium, if any, and interest on such Bonds and to pay the
Purchase Price of Optional Tender Indebtedness.
Section 510. Application of Moneys in the Loan Repay-
ment Fund. Moneys held for the credit of the Loan Repayment
Fund may be withdrawn and transferred from time to time in
order to satisfy the Monthly State Loan Requirement. Moneys
held for the credit of the Loan Repayment Fund will be
deemed to be held in trust solely for application to satis-
faction of the Monthly State Loan Requirement.
Section 511. Application of Moneys in Renewal and
Replacement Fund. Except as hereinafter provided in this
Section, or except in case of an emergency caused by some
extraordinary occurrence, so characterized in a certif-
icate signed by the Consulting Engineers and filed with
the City Manager, and an insufficiency of moneys held
for the credit of the Revenue Fund to meet such emergency,
moneys held for the credit of the Renewal and Replacement
Fund shall be disbursed only for the purpose of paying the
cost of additions, extensions and improvements to the Water
and Sewer Utility, the cost of unusual or extraordinary
maintenance or repairs, the cost of renewals and replace-
ments and the cost of acquiring, installing or replacing
equipment and engineering, legal and administrative expenses
relating to the foregoing and the cost of providing a local
share of moneys required to entitle the City to receive
Federal or State grants or participate in Federal or State
assistance programs related to the Water and Sewer Utility.
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Payments from the Renewal and Replacement Fund,
except the withdrawal wkich the City is authorized to
make as hereinafter provided in this Section, shall be
made in accordance with the provisions of Section 402 of
this Resolution for payments from the Construction Fund
to the extent that such provisions may be applicable.
If at any time the moneys held for the credit of the
Bond Service Account, the General Reserve Fund and the
Reserve AcCount shall be insufficient for the purpose of
paying the interest on and the principal of the Bonds as
such interest and principal become due and payable, then the
City shall withdraw from any moneys held for the credit of
the Renewal and Replacement Fund and deposit to the credit
of the Bond Service Account an amount sufficient to make up
any such deficiency. If at any time the moneys held for the
credit of the General Reserve Fund and the Reserve Account
shall be insufficient for making the deposits to the credit
of the Mandatory Redemption Account required by Section
505(b) of this Article or as required by the Flow of Funds
applicable to any Series of Bonds, then the City Manager
shall withdraw from any moneys held for the credit of the
Renewal and Replacement Fund and deposit to the credit of
the Mandatory Redemption Account an amount sufficient to
make up any such deficiencies; provided, however, that no
such transfer shall be made unless the moneys then held for
the credit of the Bond Service Account are at least equal to
the maximum requirement therefor under Section 505(a) of
this Article or under the Flow of Funds applicable to any
Series of Bonds. Any moneys so withdrawn from the Renewal
and Replacement Fund and deposited to the credit of the Bond
Service Account or the Mandatory Redemption Account shall be
restored from available moneys in the Revenue Fund, subject
to the same conditions as are prescribed for deposits to the
credit of the Renewal and Replacement Fund under the provi-
ions of Section 505(e) of this Article or the Flow of Funds
applicable to any Series of Bonds.
Section 512. Application of Moneys in the General
Reserve Fund. Moneys held for the credit of the General
Reserve Fund may at the election of the City be applied:
(a) to pay the Cost of Improvements,
(b) to purchase or redeem Bonds,
(c) to pay the principal of and the interest
on any obligations issued or indebtedness incurred
by the City to pay the Cost of Improvements, which
obligations will be junior and subordinate with
respect to lien on and pledge of Revenues to the
V-10
Bonds issued under the provisions of Article II of
this Resolution and to the obligation to make the
required deposits in the Loan Repayment Fund,
(d) to make up deficiencies in any of the
Accounts and Funds created by this Resolution
including any deficiencies in the Revenue Fund
required for the payment of Current Expenses,
(e) to pay the Cost of any item qualifying
as an authorized expenditure from the Renewal and
Replacement Fund,
(f) to meet contractual payments to any person
for providing treatment and disposal of sewage from
the Water and Se~wer Utility, and
(g) to pay Current Expenses of the Water and
Sewer Utility consisting of City administrative ex-
penses properly chargeable to the Water and Sewer
Utility.
Provided, however, that in the event of any deficien-
cies in any Accounts or Funds created by this Resolution
the moneys in the General Reserve Fund shall be applied
as provided in paragraph (d) above to make up all such
deficiencies prior to applying any moneys in the Reserve
Account or the Renewal and Replacement Fund.
Section 513. Application of Moneys in Sinking Fund.
Subject to the terms and conditions set forth in this
Resolution, moneys held for the credit of the Sinking Fund
shall be held in trust and disbursed for (a) the payment
of interest on the Bonds issued hereunder as such interest
becomes due and payable, or (b) the payment of the principal
of such Bonds at their maturities, or (c) the payment of
the purchase or redemption price of such Bonds before their
maturity and such moneys are hereby pledged to and charged
with the payments mentioned in this Section.
Section 514. Deposits to and Application of Moneys in
the Impact Fee Fund. The City covenants that all Impa~t
Fees will be collected by the City and deposited as received
with a Depositary or Depositaries to the credit of the
Impact Fee Fund. The Director of Finance may but shall not
be required to, except as provided in the succeeding para-
graph if required by a Series Resolution governing a Series
of Bonds, on or before the 20th day of the month next suc-
ceeding the month in which Bonds are issued under the provi-
V-ll
sions of Section 207 of this Resolution and not later than
the 20th day of each month thereafter (a) deposit to the
credit of the Bond Service Account, the Mandatory Redemption
Account and the Loan Repayment Fund all Impact Fees until
the amount on deposit to the credit of said Accounts and
Fund is equal respectively to the interest on all Bonds on
the next Interest Payment Date, the next maturing install-
ment of principal on all Serial Bonds, the principal amount
of Mandatory Term Bonds of each Series then outstanding
required to be retired in satisfaction of the Mandatory
Amortization Requirements for such Fiscal Year and the
Monthly State Loan Requirement; provided, however, that the
maximum amounts deposited to the credit of said Accounts and
Fund in any Fiscal Year shall not exceed the total Principal
and Interest Requirements in such Fiscal Year multiplied by
the fraction, the numerator of which is the total principal
amount of Bonds originally issued hereunder and the total
amount of State Loans originally undertaken by the City
without taking into account any repayment of principal on
either thereof (the "Original Debt Amount") that have been
allocated to Expansion Projects by certificate of the
Consulting Engineers at the time of issuance of Bonds or the
undertaking of State Loans and the denominator of which is
the Original Debt Amount for all Bonds issued hereunder and
all State Loans undertaken by the City. If Impact Fees are
~pplied to redeem Serial Bonds or to redeem or pay Term
Bonds in excess of the Mandatory Amortization Requirements
for such Fiscal Year or to pay principal portions of a State
Loan in advance of its scheduled payment date, the numerator
of the fraction described above shall thereafter be reduced
by the principal amount of Bonds and State Loans so retired
in advance, the fraction described above, as adjusted from
time to time being herein called the "Expansion Project
Percentage", and (b) deposit to the credit of the Reserve
Account any balance of the Impact Fees in an amount deter-
mined by multiplying the Reserve Account Deposit Requirement
for such month by the Expansion Project Percentage.
The timing of and the requirement, if any, for the de-
posit of Impact Fees to the credit of the Accounts and Fund
mentioned in the preceding paragraph may be fixed by Series
Resolution at the sole election of the City in connection
with the issuance of Bonds under Section 208 or 209 of this
Resolution; provided, however that in the event that the
periodic deposits to the credit of the Bond Service Account,
the Mandatory Redemption Account, the Reserve Account or the
Loan Repayment Fund are less than the periodic deposit re-
quirements to said Accounts and Fund pursuant to Section 505
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of this Resolution or pursuant to the Flow of Funds estab-
lished by the Series Resolution governing any Series of
Bonds or any State Loan, the City covenants that it will
make up such deficiency from available moneys, if any~
then held for the credit of the Impact Fee Fund subject to
the same limitations as set forth in the proviso contained
in the first paragraph of this Section.
Any moneys remaining to the credit of the Impact Fee
Fund may at the election of the City be applied:
(A) to fund an amount equal to the Expansion
Project Percentage of the Principal and Interest
Requirements for the next ensuing Fiscal Year to be
set aside in a subaccount in the Impact Fee Fund as
a rate stabilization fund and applied on the 20th
day of each month preceding an Interest Payment
Date to the extent such moneys are needed to make
up deficiencies in the maximum payments permitted
to be made to the credit of the Bond Service Account,
the Mandatory Redemption Account, the Loan Repayment
Fund and the Reserve Account pursuant to the first
paragraph of this Section;
(B) to reimburse the City for payments made
from Revenues pursuant to the Flow of Funds applic-
able to each Series of Bonds which could have been
made from Impact Fees had sufficient Impact Fees then
been available by depositing moneys to the credit of
the Bond Service Account, the Mandatory Redemption
Account, the Reserve Account or the Loan Repayment
Fund;
(C) to fund a special subaccount in the
Impact Fee Fund in an amount necessary as estimated
by the City to pay all or any part of the cost of
any Expansion Project; and
(D) subject to the limitation set
forth in the last paragraph of this Section,
to deposit to the credit of the Mandatory
Redemption Account any remaining Impact
Fees, which moneys will be used at the ear-
liest date practicable to purchase or redeem
Bonds pursuant to the provisions of Section
508 hereof in advance of their maturities
or mandatory redemption dates, except that
the City may designate particular Series of
Bonds to be purchased or redeemed from moneys
V-13
508 hereof in advance of their maturities
or mandatory redemption dates, except that
the City may designate particular Series of
Bonds to be purchased or redeemed from moneys
in the Impact Fee Fund before any other
Bonds may be so purchased or redeemed.
Moneys deposited in the special subaccount of the
Impact Fee Fund pursuant to paragraph (C) above shall be
transferred to the Construction Fund and applied to the
payment of the costs of Expansion Projects in accordance
with the requirements of Article IV of this Resolution.
Until such moneys are transferred to the Construction Fund,
they shall be available to be applied to the purposes
described in paragraphs (B) and (D) above in that order.
The maximum amount of Impact Fees that may be applied
for the purposes of paragraph (D) above shall not exceed
the Expansion Project Percentage of the Original Debt
Amount less the sum of (a) the principal amount of Bonds
and State Loans theretofore purchased, redeemed or paid at
maturity from Impact Fees, (b) amounts on deposit in the
rate stabilization fund described in paragraph (A) above,
(c) amounts reimbursed to the City for principal payments
on Bonds and State Loans pursuant to paragraph (B) above,
and (d) amounts transferred to the Reserve Account pursuant
to paragraphs (A) and (B) above and not theretofore applied
to the payment of principal or interest on the Bonds.
Section 515. Moneys Held in Trust. Ail moneys
which the Director of Finance shall have withdrawn from the
Sinking Fund or shall have received from any other source
and set aside for the purpose of paying any of the Bonds
hereby secured, either at the maturity thereof or upon call
for redemption shall be held in trust for the respective
owners of such Bonds. But any moneys which shall be so set
aside or deposited by the Director of Finance and which shall
remain unclaimed by the owners of such Bonds for the period
of six (6) years after the date on which such Bonds shall
have become due and payable shall upon request in writing be
paid to the City or to such officer, board or body as may
then be entitled by law to receive the same, and thereafter
the owners of such Bonds shall look only to the City or to
such officer, board or body, as the case may be~ for the
payment and then only to the extent of the amounts so
received without any interest thereon, and the Director of
Finance shall have no responsibility with respect to such
moneys.
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Section 516. Cancellation of Bonds. Ail Bonds paid,
redeemed or purchased, either at or before maturity shall be
cancelled upon the payment, redemption or purchase of such
Bonds and shall be delivered to the City Manager when such
paymentw redemption or purchase is made. All Bonds cancelled
under any of the provisions of this Resolution shall be
destroyed by the City Manager, who shall execute a certificate
in duplicate describing the Bonds and coupons so destroyed
except that the numbers of the Bonds to which such coupons
appertain may be omitted unless otherwise directed by the
City, and one executed certificate shall be filed with the
City Clerk and the other executed certificate shall be
retained by the City Manager.
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ARTICLE VI.
Depositaries of Moneys, Security for Deposits
and Investment of Funds.
Section 601. Security for Deposits. Ail moneys
received by the City under the provisions of this Resolu-
tion shall be deposited with a Depositary or Deposit-
aries, shall be held in trust, shall be applied only in
accordance with the provisions of this Resolution and
shall not be subject to lien or attachment by any creditor
of the City.
Ail moneys deposited with any Depositary hereunder
in excess of the amount guaranteed by the Federal Deposit
Insurance Corporation or other Federal agency shall be
continuously secured for the benefit of the City and the
owners of the Bonds, either (a) by lodging with a bank or
trust company approved by the City as custodian, or, if
then permitted by law, by setting aside under control of
the trust department of the bank holding such deposit, as
collateral security, Government Obligations, or, with the
approval of the City Manager, other Investment Obligations
eligible as security for the deposit of trust funds under
applicable regulations of the Comptroller of the Currency
of the United States or applicable State of Florida law
or regulations, having a market value (exclusive of accrued
interest) not less than the amount of such deposit, or
(b), if the furnishing of security as provided in (a) of
this Section is not permitted by applicable law, in such
other manner as may then be required, or permitted by
applicable State of Florida or Federal laws or regulations
regarding the security for, or granting a preference in
the case of, the deposit of trust funds; provided, how-
ever, that it shall not be necessary for the Paying Agents
to give security for the deposits of any moneys with them
for the payment of the principal of or the redemption
premium on any Bonds issued hereunder, or for the Fiscal
Agent or any Depositary to give security for any moneys
which shall be represented by obligations purchased under
the provisions of this Article as an investment of such
moneys.
VI-1
Ail moneys deposited with each Depositary shall be
credited to the particular Fund or Account to which such
moneys belong.
Section 602. Investment of Moneys. Moneys held
for the credit of the Construction Fund, the Revenue
Fund, the Bond Service Account, the Mandatory Redemption
Account, the Renewal and Replacement Fund, the General
Reserve Fund and the Loan Repayment Fund, shall, as nearly
as may be practicable, be continuously invested and reinvested
in Investment Obligations which shall maturer or which shall
be subject to redemption by the holder thereof at the option
of such holder, not later than the respective dates when
moneys held for the credit of said Funds and Accounts will
be required for the purposes intended, or in Time Deposits;
provided, however, that each such Time Deposit shall permit
the moneys so placed to be available for use at the times
provided above.
Moneys held for the credit of the Reserve Account
shalL, as nearly as may be practicable, be continuously
invested and reinvested in Investment Obligations, which
Investment Obligations shall mature, or shall be subject to
redemption by the holder thereof at the option of such
holder, not later than ten (10) years after the date of such
investment, or in Time Deposits, provided, however~ that
each such Time Deposit shall permit the moneys so placed to
be available for use at the times provided above.
Investment Obligations and Time Deposits so purchased
as an investment of moneys in any such Fund or Account shall
be deemed at all times to be part of such Fund or Account.
The interest accruing thereon and any profit realized from
such investment shall be credited to such Fund or Account
and any loss resulting from such investment shall be charged
to such Fund or Account, provided, however, that interest
accruing on and any profit realized from the investment of
moneys in the Renewal and Replacement Fund and the General
Reserve Fund shall .be deposited to the credit of the Revenue
Fund and the Expansion Project Percentage of such interest
and profit from investment of moneys in the Bond Service
Account, the Mandatory Redemption Account, the Reserve
Account and the Loan Repayment Fund shall be deposited to
the credit of the Impact Fee Fund. The Director of Finance
shall sell or present for payment or redemption any Invest-
ment Obligations so acquired whenever it shall be necessary
so to do in order to provide moneys to meet any payment
VI-2
from such Fund or Account. Neither the City Manager nor any
agent thereof shall be liable or responsible for any loss
resulting from any such investment°
In computing the amount in any Fund or Account created
pursuant to the provisions of this Resolution obligations
purchased as an investment of moneys therein shall be valued
at the cost or market price thereof, whichever is lower,
exclusive of accrued interest.
Section 603. Covenant as to Arbitrage. The City
agrees that so long as any of the Bonds remain outstanding,
~moneys on deposit in any Fund, subfund or account maintained
an connection with the Bonds, whether such moneys were
derived from the proceeds of the sale of the Bonds or from
any other sources, will not be used in a manner that would
cause the Bonds to be "arbitrage bonds" within the meaning
of Section 103(c) of the Code and applicable regulations
promulgated from time to time thereunder. The City shall
observe and not violate the requirements of Section 103(c)
of the Code and any such applicable regulations° In the
event the City is of the opinion that it is necessary to
restrict or limit the yield on the investment of moneys held
by it or pursuant to this Resolution, or to 'use such moneys
an a certain manner, in order to avoid the Bonds being
considered "arbitrage bonds" within the meaning of Section
103(c) of the Code and the regulations thereunder as such
.may be applicable to the Bonds at such time, the City may
issue to the appropriate Depositary a written certificate to
such effect and appropriate instructions, in which event the
City shall cause such Depositary to take such action as is
necessary to restrict or limit the yield on such investment
or to use such moneys in accordance with such certificate
and instructions°
VI-3
ARTICLE VII.
Particular Covenants.
Section 701. payment of Principal, Interest and
Premium. The City covenants that it wiil promptly pay
the principal of and the interest on each and every Bond
issued under the provisions of this Resolution at the
places, on the dates and in the manner specified herein
and in said Bonds and in the coupons, if any, appertain-
ing thereto, and any premium required for the retirement of
said Bonds by purchase or redemption, according to the true
intent and meaning thereof. Such principal, interest and
premium will be payable solely from the Revenues and the
Impact Fees and said Revenues and Impact Fees are hereby
pledged to the payment thereof in the manner and to the
extent hereinabove particularly specified.
Bonds issued under the provisions of this Resolution
shall not be deemed to constitute a debt of the City or a
pledge of the faith and credit of the City but such Bonds
shall be payable solely from the fund provided therefor from
Revenues and Impact Fees. The issuance of the Bonds shall
not directly or indirectly or contingently obligate the City
to levy or to pledge any form of taxation whatever therefor,
nor shall any such Bonds constitute a charge, lien or
encumbrance, legal or equitable, upon any property of the
City.
Section 702. Construction of Improvements; Opera-
tion of Water and Sewer Ut'~"lity. The City covenants
that it will construct the Project and any Improvements
for the construction of which Bonds shall be issued under
the provisions of this Resolution, or for which moneys
repayable from the proceeds of Bonds issued under the
provisions of this Resolution shall have been advanced
to the City, in accordance with plans theretofore
approved by the Consulting Engineers and that upon the
completion of the Project and such Improvements it will
operate and maintain the same as a part of the Water and
Sewer Utility. The City further covenants that it will
require each person, firm or corporation with whom it may
contract for construction to furnish a performance bond in
the full amount of any contract exceeding Twenty-Five
Thousand Dollars ($25,000) in amount, or in lieu thereof,
to deposit with the City Manager to insure performance of
such contract marketable securities having a market value
equal to the amount of such contract and eligible as
VII-1
security for the deposit of trust funds as provided in
Section 601 of this Resolution. The City further covenants
and agrees that the proceeds of any such performance bond or
securities will forthwith, upon receipt of such proceeds, be
applied toward the completion of the contract in connection
with which such performance bond or securities shall have
been furnished.
The City further covenants and agrees that each such
contract for construction will also provide that payments
thereunder shall not be made by the City in excess of
ninety-five per centum (95%) of current estimates except
payment of the final balance due under any such contract.
The City further covenants that it will establish
and enforce reasonable rules and regulations governing
the use of the Water and Sewer Utility and the operations
thereof, that all compensation, salaries, fees and wages
paid by it in connection with the maintenance, repair and
operation of the Water and Sewer Utility will be reasonable,
that no more persons will be employed by it than are
necessary, that it will operate the Water and Sewer Utility
in an efficient and economical manner, that it will at all
times maintain the Water and Sewer Utility in good repair
and in sound operating condition and will make all necessary
repairs, renewals and replacements, and that it will comply
with all valid acts, rules, regulations, orders and direc-
tions of any legislative, executive, administrative or
judicial body applicable to the Water and Sewer Utility.
Section 703. Covenants with Credit Banks, Insurers,
et_ c. The City may make such covenants as it may in its sole
discretion determine to be appropriate with any Insurer,
Credit Bank or other financial institution that shall agree
to insure or to provide for Bonds of any one or more series
credit or liquidity support that shall enhance the security
or the value of such Bonds and thereby reduce the Principal and
Interest Requirements on such Bonds. Such covenants may be
set forth in the applicable Series Resolution and shall be
binding on the City, the Bond Registrar and all the Owners of
Bonds the same as if such covenants were set forth in full in
this Resolution.
Section 704. Covenant Against Encumbrances. The
City further convenants that, from the Revenues, it will
pay all governmental charges lawfully levied or assessed
upon the Water and Sewer Utility or any part thereof or
upon any Revenues when the same shall become due, that it
VI I-2
will duly observe and comply with all valid requirements of
any municipal or governmental authority relative to the
Water and Sewer Utility, that it will not create or suffer
to be created any lien or charge upon the Water and Sewer
Utility or any part thereof, or on the Revenues or the
Impact Fees, other than as provided herein, ranking equally
with or prior to the Bonds, and that, out of the Revenues
or the Impact Fees, it will pay or cause to be discharged,
or will make adequate provision to satisfy and discharge all
lawful claims and demands for labor, materials, supplies or
other objects which, if unpaid, might by law become a lien
upon the Water and Sewer Utility or any part thereof or
the Revenues or the Impact Fees; provided, however, that
nothing contained in this Section shall require the City to
pay or cause to be discharged, or make provision for, any
such lien or charge so long as the validity thereof shall be
contested in good faith and by appropriate legal proceedings.
Section 705. Employment of Consulting Engineers. The
City covenants and agrees that so long as any Bonds are
outstanding under this Resolution, it will employ an indepen-
dent engineer or engineering firm or corporation having a
favorable repute for skill and experience in the construc-
tion and operation of waterworks and sewer systems. Except
for any fees and expenses incurred under the provisions of
Section 403 of this Resolution, the cost of employing Con-
sulting Engineers shall be treated as a part of the cost of
operation and maintenance of the Water and Sewer Utility°
It shall be the duty of the Consulting Engineers to
prepare and file with the City on or before the 1st day of
August in each year a report setting forth their recommenda-
tions as to any necessary or advisable revisions of rates
and charges, their statement as to the quality of the
maintenance of the Water and Sewer Utility and such other
advice and recommendations as they may deem desirable and it
shall be the duty of the Consulting Engineers to include in
such report their recommendations as to the amount that
should be deposited monthly during the next Fiscal Year to
the credit of the Renewal and Replacement Fund for the pur-
poses set forth in Section 511 of this Resolution together
with their recommendations as to the respective amounts to
be applied to capital expenditure items and to extraordinary
maintenance items. The City covenants that the amount to
be deposited monthly during such next Fiscal Year shall be
not less than the amount so recommended by the Consulting
Engineers.
The City further covenants that the Consulting
Engineers shall at all times have free access to all
properties of the Water and Sewer Utility and every part
VII-3
thereof for the purposes of inspection and examination, and
that its books, records and accounts may be examined by the
Consulting Engineers at all reasonable times.
The City may employ a Utility Rate Consultant to
provide as appropriate certain of the report information
required by this Section.
Section 706° Employment of Accountant. The City
covenants and agrees that it will for the purpose of
performing and carrying out the duties imposed on the
Accountant by this Resolution employ a certified public
accountant or firm of certified public accountants
of suitable experience and responsibility.
Section 707. Insurance. The City covenants that
it will at all times carry insurance, in a responsible
insurance company or companies authorized and qualified
under the laws of the State of Florida to assume the
risk thereof, covering such properties belonging to the
Water and Sewer Utility as are customarily insured, and
against loss or damage from such causes as are customarily
insured against, by companies engaged in similar business.
Ail such policies shall be for the benefit of the City,
shall be made payable to the City and shall be deposited
with the City Manager, and copies of such policies shall be
filed with the Director of Finance and the City Manager
shall have the sole right to receive the proceeds of such
policies and to collect and receipt for claims thereunder.
The proceeds of any and all such insurance shall be deposi-
ted by the City Manager in the name of the City in a De-
positary.
The City covenants that, upon any loss or damage to
any properties of the Water and Sewer Utility resulting
from any cause, whether or not such loss or damage shall
be covered by insurance, it will proceed with the repairing,
replacing or reconstructing (either in accordance with the
original or a different design) of the damaged or destroyed
property, and that it will forthwith commence and diligently
prosecute the repair, replacement or reconstruction of the
damaged or destroyed property unless it shall determine
after consultation with the Consulting Engineers that the
repair, replacement or reconstruction of such property is
not essential to the efficient operation of the Water and
Sewer Utility.
VII-4
The proceeds of all insurance referred to in this
Section shall be available for and shall, to the extent
necessary, be applied to the repair, replacement or
reconstruction of the damaged or destroyed property,
and shall be paid out in the manner hereinabove provided
for payments from the Construction Fund. If such pro-
ceeds are more than sufficient for such purpose, the
balance remaining shall be deposited to the credit
of the Renewal and Replacement Fund. If such proceeds
shall be insufficient for such purpose, the deficiency
may be supplied out of any moneys in the Renewal and
Replacement Fund.
Ail insurance policies shall be open to the inspec-
tion of the Owners and their representatives at all reason-
able times. The City Manager is hereby authorized in the
name of the City to demand, collect, sue and receipt for the
insurance money which may become due and payable under any
policies payable to it. Any appraisement or adjustment of
any loss of damage and any settlement or payment of indem-
nity therefor which may be agreed upon between the City and
any insurer shall be evidenced to the City Manager by
a certificate signed by the officer or officers of the
City responsible for managing the Water and Sewer Utility.
Notwithstanding the foregoing provisions of this
Section, the City may institute and maintain fiscally
sound and prudent self-insurance programs with regard to
such risks as shall be consistent with the recommendations
of a qualified and regionally recognized insurance con-
sultant.
Section 708. Use of Revenues and Impact Pees. The
City covenants and agrees that, so long as any of the
Bonds secured hereby shall be outstanding, none of the
Revenues and Impact Fees will be used for any purpose other
than as provided in this Resolution, and that no contract or
contracts will be entered into or any action taken by which
the rights of holders of the Bonds might be impaired or
diminished.
Section 709. Separate Systems. The City covenants
and agrees that, so long as any of the Bonds secured here-
by shall be outstanding, it will not incur any obligation
or indebtedness nor issue any bonds for the-purpose of
paying the cost of acquisition of any water or sewer system
or water and sewer system which system shall remain separate
from the Water and Sewer Utility unless such obligation,
VI I-5
indebtedness or bonds shall not be superior to the Bonds
issued pursuant to this Resolution as to payment from the
revenues of such separate system.
Section 710. Records, Accounts and Audits~ The
City covenants that it will keep the funds, accounts,
moneys and investments of the Water and Sewer Utility
separate from all other funds, accounts, moneys and
investments of the City or any of its departments, and
that it will keep accurate records and accounts of all
items of costs and of all expenditures relating to the
Water and Sewer Utility and of the Revenues and Impact Fees
collected and the application of such Revenues and Impact
Fees, and of the number of the users of water in each
classification. Such records and accounts shall be open to
the inspection of all interested persons.
The City further covenants that at least quarterly
during each Fiscal Year beginning with the first full
Fiscal Year following the date of delivery of Bonds
pursuant to Section 207 of this Resolution it will cause
to be filed with the City Clerk and the City Manager cop-
ies of any revisions of the water and sewer rates during
the preceding three-month period and an unaudited, interim
report, signed by the City Manager, setting forth in re-
spect of the preceding three-month period:
(a) a separate income and expense account for
the Water and Sewer Utility showing the Net Revenues
and a calculation showing whether the City is in
compliance with Section 502 of this Resolution,
(b) a statement of the number and classifica-
tion of the users of the Water and Sewer Utility,
(c) all deposits to the credit of and with-
drawals from each special Fund and Account created
under the provisions of this Resolution,
(d) the details of all Bonds issued, paid,
purchased or redeemed,
(e) a balance sheet as of the end of such
three-month period, and
(f) the amounts on deposit at the end of
such three-month period in each bank or trust com-
pany and the security held therefor.
VII-6
The City further covenants that within six months
after the close of each Fiscal Year it will cause an audit
to be completed of its books and accounts pertaining to
the Water and Sewer Utility by the Accountant. Reports of
each such audit shall be filed with the City Council, the
City Manager and the Director of Finance, and copies of such
report shall be mailed to any Owner who shall have filed his
name and address with the City Clerk for such purpose. Each
such audit report shall set forth in respect of said Fiscal
Year the same matters as are hereinabove required for the
quarterly reports and shall include a comparison with the
Annual Budget for said Fiscal Year. The Accountant~ in
addition to such audit report, shall furnish a special re-
port stating that an examination of the financial statements
has been conducted in accordance with generally accepted
auditing standards 'and stating whether such financial
statements present fairly the financial position of the
Water and Sewer Utility and the results of its operations
and changes in its financial position for the period
covered by such audit report in conformity with generally
accepted accounting principles applied on a consistent
basis° Such special report shall state (i) whether at
year end any violation of bond covenants existed and
(ii) if at any time during the Fiscal Year under audit
an event of default Ias defined in Section 802(a) through
(e) inclusive) occurred and if so, the ~nature of the
default. Such special reports shall be limited to finan-
cial matters described in the Resolution. In the event
that for any reason beyond the control of the City, it
is unable to obtain the foregoing certificate as to com-
pliance with generally accepted accounting principles
and is taking all reasonable and feasible actions to
obtain such certificates as to subsequent Fiscal Years,
the City shall be deemed to be in compliance with the
provisions of the Section, if, in lieu of the certificate
required above such certificate states the reasons for
such non-compliance or non-conformity.
The City further covenants that it will cause any
additional reports or audits relating to the Water and
Sewer Utility to be made as required by law or by any
applicable rules or regulations of any governmental
authority having jurisdiction in the premises. The
cost of such audits shall be treated as a part of the
cost of operation.
For the purposes of this Resolution each Fund and
Account created hereunder shall be a series of accounts
VII -7
within the book of accounts of the Water and Sewer Utility
and shall connote a segregation of accounts, which will
support special purpose disclosure reports, not to be
construed as a separate set of books of accounts.
Section 711. Mandatory Connections. The City
.will, to the full extent permitted by law, require all
lands, buildings and structures within the City's
service area, fronting or abutting on the lines of the
Water and Sewer Utility, or any part thereof, or which
can use the facilities of the Water and Sewer Utility to
connect with and use such facilities within ninety (90)
days after notification that service is available. The
City will not grant a franchise for the operation of any
competing water system or sewer system so long as any Bonds
are outstanding hereunder.
Section 712. Supervisory Personnel. The City
in operating the Water and Sewer Utility will employ
or designate one or more of its qualified employees
as manager who has demonstrated ability and experience
in operating similar facilities, and will require all
employees who may have possession of money derived
from the operation of the Water and Sewer Utilility to
be covered by a fidelity bond, written by a responsible
indemnity company in amounts fully adequate to protect
the City from loss.
Section 713. Subordinate Obligations. Not-
withstanding any other provision of this Resolution,
the City may issue obligations or incur indebtedness
other than the Bonds and a State Loan from time to time
which are payable in whole or in part from the Revenues,
but only if such obligations are, by their terms, sub-
ordinate in right to payment from the Revenue to all
Bonds and any such State Loan theretofore or there-
after issued or incurred under the provisions of this
Resolution.
Section 714. No Free Service. The City will not
render or cause to be rendered any free services of any
nature by the facilities of the Water and Sewer Utility
nor will any preferential rates be established for users
of the same class; the City including its departments,
agencies and instrumentalities in the service area, shall
avail itself of the facilities of the Water and Sewer
Utility, and the same rates, fees or charges applicable
to other customers receiving like services under similar
VII-8
circumstances shall be charged to the City and any such
department, agency or instrumentality. Such charges will
be paid as they accrue, and the City shall transfer
from its appropriate funds sufficient sums to pay such
charges. The moneys so received shall be deemed to be
Revenues derived from the operation of the Water and
Sewer Utility, and shall be deposited and accounted for
in the same manner as other Revenues derived from such
operation of the Water and Sewer Utility.
Section 715. Failure to Pay for Services. Upon
failure of any user to pay for services rendered within
ninety (90) days, the City shall shut off the connec-
tion of such user to the Water and Sewer Utility and
shall not furnish him or permit him to receive further
service until all obligations owed by him to the City
on account of services shall have been paid in full.
This covenant shall not, however, prevent the City from
causing any connection to be shut off sooner. To the extent
permitted by law, the City shall not provide any water or
sewer service to any new property owner until such time as
all delinquent charges owed for services rendered to such
property are paid.
Section 716. Enforcement of Collections. The City
will diligently enforce and collect the rates, fees and
other charges for the services of the Water and Sewer
Utility; will take all steps, actions and proceedings for
the enforcement and collections of such rates, fees and
charges as shall become delinquent to the full extent
permitted or authorized by law; and will maintain accurate
records with respect thereto. All such rates, fees,
charges and revenues herein pledged shall, as collected
be held in trust to be applied as provided in this
Resolution and not otherwise.
Section 717. No Sale or Mortgage of Water and Sewer
Utility. (a) The City covenants that so long as any
Bonds shall be outstanding under the provisions of
this Resolution and except as in this Resolution other-
wise permitted, it will not sell, lease or otherwise
dispose of or encumber the Water and Sewer Utility or
any part thereof. The City may, however, from time to
time, sell any machinery, fixtures, apparatus, tools,
instruments, or other movable property acquired by it in
connection with the Water and Sewer Utility, or any
materials used in connection therewith, if the City
shall determine that such articles are no longer needed
VII-9
or are no longer useful in connection with the construc-
tion or operation and maintenance of the Water and Sewer
Utility, and the proceeds thereof shall be applied to the
replacement of the properties so sold or disposed of or
shall be deposited to the credit of the Mandatory Redemption
Account or the Renewal and Replacement Fund, at the
option of the City.
(b) Notwithstanding the provisions of paragraph
(a) of this Section, the City may from time to time
sell, trade or lease such other property forming part
of the Water and Sewer Utility as is not needed or serves
no useful purpose in connection with the maintenance and
operation of the Water and Sewer Utility and the proceeds
of any such sale of property which is declared by resolu-
tion of the City Council to be unnecessary for the Water
and Sewer Utility shall be deposited to the credit of the
Mandatory Redemption Account or the Renewal and Replacement
Fund, as may be provided by such resolution~ The property
received in exchange pursuant to any trade shall be deemed
to be a part of the Water and Sewer Utility. The rentals
under any such lease shall be deposited to the credit of the
Revenue Fund.
(c) Notwithstanding the provisions of paragraph (a)
of this Section, the City may from time to time per-
manently abandon the use of, sell, trade or lease any
property forming a part of the Water and Sewer Utility
but only if
(1) there shall be filed with the City
Clerk and the Director of Finance prior to such aban-
donment, sale or lease a certificate, signed by the
City Manager and approved by the Consulting Engineers,
stating
(A) that the City is not then in
default in the performance of any of the
covenants, conditions, agreements or pro-
visions contained in this Resolution, and
(B) that the Net Revenues for the
next preceding Fiscal Year, after giving
effect to such abandonment, sale or lease
and any replacement and after adjustment
to reflect the moneys which would have been
received if the rate schedule in effect on
the date of such certificate had been in
VII-10
effect throughout such Fiscal Year, are
not less than one hundred twenty per centum
(120%) of the maximum aggregate Principal and
Interest Requirements for any Fiscal Year
thereafter, and
(2) the amount held for the credit of the
Reserve Account is equal to the Reserve Account
Requirement.
The proceeds of the sale of any property forming
part of the Water and Sewer Utility under the provisions
of paragraph (c) of this Section shall either be deposited
by the City to the credit of the Mandatory Redemption
Account or the Renewal and Replacement Fund, at the option
of the City, or shall be applied to the replacement of the
property so sold, and any property acquired as such replace-
ment shall become a part of the Water and Sewer Utility
subject to the provisions of this Resolution. The rentals
under any such lease shall be deposited to the credit of the
Revenue Fund.
Section 718. Right to Borrow from State. Notwith-
standing anything contained in this Resolution, the City
shall have the right from time to time to enter into State
Loans pursuant to which the obligation of the City to repay
the same will enjoy a claim on Revenues and Impact Fees by
virtue of the loan being payable from deposits to the Loan
Repayment Fund under Section 505 of this Resolution with-
out limitation as to amount, provided that the City shall
file with the City Clerk certificates similar in tenor
to those furnished pursuant to clauses (c) and (d) of
Section 208 of this Resolution and such certificates shall
evidence compliance with the earnings tests set forth in
said Section 208. For purposes of this Section and for the
purpose of evidencing compliance with the tests set forth in
said Section 208, the term "State Loan" shall be substituted
for the term "Additional Bonds."
Section 719. Right to Borrow and Pledge Federal
Grants. Notwithstanding anything contained in this
Resolution, the City shall have the right from time to
time to incur indebtedness to any person for the purpose
of p. aying all or any part of the Cost of Improvements for
paying the cost of which the City has a grant agreement
with the Federal government provided, that such in-
debtedness shall be payable as to principal, interest and
premium solely from moneys to be received by the City
VII-11
pursuant to such grant agreement and such indebtedness
may in no event be payable from Revenues or Impact Fees~
Section 720. Enforcement of Collections of Revenues
and Imposition, Collection and Release of Impact Fees. The
City covenants to enforce diligently its right to receive
the Revenues and to enforce and collect the fees, rates,
rentals and other charges for the use of the Water and Sewer
Utility. The City will not take any action that will impair
or adversely affect its right to fix, charge, collect and
receive the Revenues herein pledged or impair or adversely
affect in any manner the pledge of Revenues made herein or
the rights of the Owners or the State pursuant to a State
Loan° The City shall be unconditionally and irrevocably
obligated so long as any Bonds are outstanding to take all
lawful action necessary to continue to entitle the City to
receive the Revenues in at least the amounts required by
this Resolution.
Until the lien on Impact Fees created by this Resolu-
tion is released pursuant to this Section, the City shall
maintain in effect an ordinance pursuant to which it will
establish just and equitable Impact Fees taking into account
the recommendations of the Consulting Engineers. The City
shall enforce diligently its right to impose and collect
Impact Fees and shall diligently enforce and collect the
same. The City shall not take any action that will impair
or adversely affect its right to impose and collect Impact
Fees as herein pledged or impair or adversely affect the
pledge of the Impact Fees made herein or the rights of the
Owners.
Notwithstanding any other provisions in this Resolution,
the City's obligation to impose, collect and apply Impact
Fees in accordance with this Resolution shall terminate and
the lien created by this Resolution on such Impact Fees
shall be released as soon as the total amount of Bonds
purchased, redeemed or paid at maturity from Impact Fees and
the total amount of principal on State Loans retired from
Impact Fees together with the amount of Impact Fees on
deposit in the rate stabilization fund pursuant to paragraph
(A) of Section 514 and the amounts used to reimburse the
City pursuant to paragraph (B) of Section 514 equal the
Expansion Project Percentage of the Original Debt Amount.
VII-12
ARTICLE VIII.
Reme di es.
Section 801. Extension of Interest Payment. In
case the time for the payment of any interest on any Bond
shall be extended, whether or not such extension be by or
with the consent of the City, such interest so extended
shall not be entitled in case of default hereunder to the
benefit or security of this Resolution except subject to the
prior payment in full of the principal of all Bonds then
outstanding and of all interest the time for the payment
of which shall not have been extended.
Section 802. Events of Default. Each of the
following events is hereby declared an "event of
fault", that is to say: If
(a) payment of the principal and of the
redemption premium, if any, of any of the Bonds
shall not be made when the same shall become due
and payable, either at maturity or by proceedings
for redemption or otherwise; or
(b) payment of any installment of interest
on any of the Bonds shall not be made when the same
shall become due and payable; or
(c) payment of any amount required to satisfy
any Mandatory Amortization Requirement shall not be
made, if required herein; or
(d) payment of any required deposit to the
Loan Repayment Fund shall not be made which shall
have the effect of the City not being able to make
an Annual Loan Payment; or
(e) the City shall for any reason be rendered
incapable of fulfilling its obligations hereunder;
or
(f) any part of the Water and Sewer Utility
necessary for its effective operation shall be
destroyed or damaged and shall not be properly
and timely repaired, replaced or reconstructed; or
VIII-1
(g) final judgment for the payment of money
shall be rendered against the City as a result of the
ownership, control or operation of the Water and
Sewer Utility and any such judgment shall not be
discharged within sixty (60) days from the entry
thereof or an appeal shall not be taken therefrom
or from the order, decree or process upon which or
pursuant to which such judgment shall have been
granted or entered, in such manner as to stay the
execution of or levy under such judgment, order,
decree or process or the enforcement thereof; or
(h) if the City admits in writing its inabil-
ity to pay its debts generally as they become due, or
files a petition in bankruptcy or makes an assignment
for the benefit of its creditors or consents to the
appointment of a receiver or trustee for itself or
for the whole or any part of the Water and Sewer
Utility; or
(i) if the City is adjudged insolvent by a
court of competent jurisdiction, or it be adjudged
a bankrupt on a petition in bankruptcy filed against
the City~ or an order, judgment or decree be entered
by any court of competent jurisdiction appointing,
without the consent of the City, a receiver or
trustee of the City or of the whole or any part of
its property and any if the aforesaid adjudications,
orders, judgments or decrees shall not be vacated or
set aside or stayed within ninety (90) days from the
date of entry thereof; or
(j) if the City shall file a petition or
answer seeking reorganization or any arrangement
under the Federal bankruptcy laws or any other
applicable law or statute of the United States of
America or any state thereof; or
(k) if, under the provisions of any other
law for the relief or aid of debtors, any court
of competent jurisdiction shall assume custody or
control of the City or of the whole or any substan-
tial part of its property, and such custody or
control shall not be terminated within ninety (90)
days from the date of assumption of such custody or
control; or
VI II-2
(1) the City shall default in the due and
punctual performance of any other of the covenants,
conditions, agreements and provisions contained in
the Bonds or in this Resolution on the part of the
City to be performed and such default shall continue
for thirty (30) days after written notice specifying
such default and requiring same to be remedied shall
have been given to the City by the Owners of not less
than twenty-five per centum (25%) in aggregate prin-
cipal amount of the Bonds then outstanding.
Section 803. Acceleration of Maturities. Upon the
happening and continuance of any event of defaul~ speci-
fied in clauses (a) through (1) of Section 802 of this
Article, then and in every such case the Owners of not less
than twenty-five per centum (25%) in aggregate principal
amount of the Bonds then outstanding shallr by a notice in
writing to the City, declare the principal of all of the
Bonds then outstanding (if not then due and payable) to be
due and payable immediately, and upon such declaration the
same shall become and be immediately due and payable, any-
thing contained in the Bonds or an this Resolution to the
contrary notwithstanding; provided that if at any time after
the principal of the Bonds shall have been so declared to be
due and payable, and before the entry of final judgment or
decree in any suit, action or proceeding instituted on
account of such default, or before the completion of the
enforcement of any other remedy under this Resolution,
moneys shall have accumulated in the Sinking Fund sufficient
to pay the principal of all matured Bonds and all arrears of
interest, if any, upon all Bonds then outstanding (except
the principal of any Bonds not then due except by virtue of
such declaration and the interest accrued on such Bonds
since the last interest payment date), and all amounts then
payable by the City hereunder shall have been paid or a sum
sufficient to pay the same shall have been deposited by
the Director of Finance or with the Bond Registrar, and
every other default in the observance or performance of any
covenant, condition, agreement or provision contained in the
Bonds or in this Resolution (other than a default in the
payment of the principal of such Bonds then due only because
of a declaration under this Section) shall have been remedied,
then and in every such case the Owners of not less than
twenty-five per centum (25%) in aggregate principal amount
of the Bonds not then due except by virtue of such declara-
tion and then outstanding shall, by written notice to the
City, rescind and annul such declaration and its conse-
quences, but no such rescission or annulment shall extend
VIII-3
to or affect any subsequent default or impair any right
consequent thereon.
Section 804. Enforcement of Remedies. Upon the
happening and continuance of any event of default specified
in Section 802 of this Article, then and in every such case
the Owners of not less than twenty-five per centum (25%) in
aggregate principal amount of the Bonds then outstanding
hereunder shall proceed to protect and enforce the rights of
the Owners under Florida law, or under this Resolution by
such suits, actions or special proceedings in equity or at
law, either for the specific performance of any covenant or
agreement contained herein or in aid or execution of any
power herein granted or for the enforcement of any proper
legal or equitable remedy, as such Owners shall deem most
effectual to protect and enforce such rights and including
the rights to appointment of a receiver of the Water and
Sewer Utility in an appropriate judicial proceeding in a
court of competent jurisdiction.
Section 805. Pro Rata Application of Punds. Any-
thing in this Resolution to the contrary notwithstand-
ing, if at any time the moneys in the Sinking Fund shall
not be sufficient to pay the principal of or the inter-
est on the Bonds as the same become due and payable
(either by their terms or by acceleration of maturities
under the provisions of Section 803 of this Article),
such moneys, together with any moneys then available or
thereafter becoming available for such purpose, whether
through the exercise of the remedies provided for in
this Article or otherwise, shall be applied as follows:
(a) Unless the principal of all the Bonds
shall have become due and payable or shall have
been declared due and payable, all such moneys
shall be applied
first: to the payment of the persons
entitled thereto of all installments of in-
terest then due and payable on the Bonds,
in the order in which such installments
become due and payable, and, if the amount
available shall not be sufficient to pay in
full, any particular installment, then to
the payment ratably, according to the amounts
due on such installment, to the persons en-
titled thereto, without any discrimination
or preference except as to any-difference
in the respective rates of interest speci-
fied in the Bonds;
VIII-4
second: to the payment of the persons
entitled thereto of the unpaid principal of
any of the Bonds which shall have become due
(other than Bonds called for redemption for
the payment of which sufficient moneys are
held pursuant to the provisions of this Resolu-
tion), in ~the order of their due dates, with
interest upon such Bonds at the respective
rates specified therein from the respective
dates upon which they became due, and, if
the amount available shall not be sufficient
to pay in full the principal of Bonds due on
any particular date, together with such
interest, then to the payment first of such
interest, ratably according to the amount of
such interest due on such date, and then to
the payment of such principal, ratably
according to the amount of such principal
due on such date, to the persons entitled
thereto without any discrimination or
preference except as to any difference in
the respective rates of interest specified
in the Bonds; and
third: to the payment of the interest
on and the principal of the Bonds, to the
purchase and retirement of Bonds and to the
redemption of Bonds, all in accordance with
the provisions of Article V of this Resolu-
tion.
(b) If the principal of all the Bonds shall
have become due and payable or shall have been de-
clared due and payable, all such moneys shall be
applied to the payment of the principal and inter-
est then due and unpaid upon the Bonds, without
preference or priority of principal over interest
or of interest over principal or of any installment
of interest over any other installment of interest,
or of any Bond over any other Bond, ratably, accord-
ing to the amounts due respectively for principal
and interest, to the persons entitled thereto with-
out any discrimination or preference except as to
any difference in the respective rates of interest
specified in the Bonds.
(c) If the principal of all the Bonds shall
have been declared due and payable and if such
declaration shall thereafter have been rescinded
VIII-5
and annulled under the provisions of Section 803
of this Article, then, subject to the provisions
of paragraph (b) of this Section in the event that
the principal of all the Bonds shall later become
due or be declared due and payable, the moneys re-
maining in and thereafter accruing to the Sinking
Fund shall be applied in accordance with the pro-
visions of paragraph (a) of this Section.
The provisions of this Section are in all respects
subject to the provisions of Section 801 of this Article.
Whenever moneys are to be applied by the Director of
Finance pursuant to the provisions of this Section, such
moneys shall be applied by the Director of Finance at such
times, and from time to time, as the Director of Finance in
his sole discretion shall determine, having due regard to
the amount of such moneys available for application and the
likelihood of additional moneys becoming available for
such application in the future; the deposit of such moneys
with the Bond Registrar, or otherwise setting aside such
moneys, in trust for the proper purpose, shall constitute
proper application by the Director of Finance; and the
Director of Finance shall incur no liability whatsoever to
any owner or to any other person for any delay in applying
any such funds, so long as the Director of Finance acts with
reasonable diligence, having due regard to the circumstances,
and ultimately applies the same in accordance with such
provisions of this Resolution as may be applicable at
the time of application. Whenever the Director of Finance
shall exercise such discretion in applying such funds, it
shall fix the date upon which such application is to be made
and upon such date interest on the amounts of principal to
be paid on such date shall cease to accrue. The Director of
Finance shall give such notice as it may deem appropriate of
the fixing of any such date, and shall not be required to
make payment to the owner of any Bond until such Bond shall
be surrendered to him for appropriate endorsement.
Section 806. Effect of Discontinuance of Proceedings.
In case any proceeding taken by the Director of Finance
on account of any default shall have been discontinued or
abandoned for any reason, then and in every such case the
City and the Director of Finance shall be restored to their
former positions and rights hereunder, respectively, and all
rights and remedies of the Director of Finance and the Owners
shall continue as though no such proceeding had been taken.
VIII-6
Section 807. Restriction on Individual Owner
Actions. No Owner of any of the Bonds hereby secured
shall have any right in any manner whatever by his or
their action to affect, disturb or prejudice the secu-
rity of this Resolution, or to enforce any right here-
under except in the manner herein provided, and all such
proceedings at law or in equity shall be instituted~ had
and maintained for the benefit of all Owners of such
Bonds and coupons.
Section 808. No Remedy Exclusive. No remedy herein
conferred upon the Director of Finance on behalf of the
Owners is intended to be exclusive of any other remedy
or remedies herein provided, and each and every such remedy
shall be cumulative and shall be in addition to every other
remedy given hereunder.
Section 809. p.elay Not a Waiver. No delay or omission
of the Director of Finance to exercise any right or power
accruing upon any default shall impair any such right or
power or shall be construed to be a waiver of any such
default or an acquiescence therein; and every power and
remedy given by this Article to the Director of Finance on
behalf of the Owners may be exercised from time to time and
as often as may be deemed expedient°
Section 810. Right to Enforce Payment of Bonds.
Nothing in this Article shall affect or impair the right
of any Owners to enforce the payment of the principal
of and interest on his Bond, or the obligation of the City
to pay the principal of and interest on each Bond to the
holder thereof at the time and place in said Bond and the
appurtenant coupons, if any, expressed.
VIII-7
ARTICLE IX.
Execution of Instruments by Owners
and Proof of Ownership of Bonds.
Section 901. Execution of Instruments by Owners
and Proof of Ownership of Bonds. Any request, direction,
consent or other instrument in writing required or permitted
by this Resolution to be signed or executed by Owners may be
in any number of concurrent instruments of similar tenor and
may be signed or executed by such Owners or their attorneys
or legal representatives. Proof of the execution of any
such instrument and of the ownership of Bonds shall be
sufficient for any purpose of this Resolution and shall be
conclusive in favor of the City Manager with regard to any
action taken by him under such instrument if made in the
following manner:
(a) The fact and date of the execution by
any person of any such instrument may be proved
by the verification of any officer in any juris-
diction who, by the laws thereofr has power to
take affidavits within such jurisdiction, to the
effect that such instrument was subscribed and
sworn to before him, or by an affidavit of a
witness to such execution. Where such execution
is on behalf of a person other than an individual
such verification or affidavit shall also con-
stitute sufficient proof of the authority of the
signer thereof.
(b) The fact of the holding of coupon Bonds
hereunder by any Owner and the amount and the numbers
of such Bonds and the date of his holding the same may
be proved by the affidavit of the person claiming to be
such holder, if such affidavit shall be deemed by the
City Manager to be satisfactory, or by a certificate
executed by any trust company, bank, banker or any
other depositary, wherever situated, if such certifi-
cate shall be deemed by the City Manager to be satis-
factory, showing that at the date therein mentioned
such person had on deposit with or exhibited to such
trust company, bank, banker or other depositary the
Bonds described in such certificate. The City Manager
may conclusively assume that such ownership continues
until written notice to the contrary is served upon it.
IX-1
The ownership of Bonds shall be proved by the regis-
tration books kept under the provisions of Section 206
of this Resolution.
But nothing contained in this Article shall be
construed as limiting the City Manager to such proof, it
being intended that the City Manager may accept any other
evidence of the matters herein stated which it may deem
sufficient. Any request or consent of the holder of any
Bond shall bind every future holder of the same Bond in
respect of anything done by the City in pursuance of such
request or consent.
Notwithstanding any of the foregoing provisions
of this Section, the City Manager shall not be required
to recognize any person as a holder of any Bond or coupon
or to take any action at his request unless such Bond or
coupon shall be deposited with him.
IX-2
ARTICLE X
Supplemental Resolutions.
Section 1001. Supplemental Resolution Without
Bondholders' Consent. The City Council, from time to
time and at any time may adopt such resolutions supple-
mental hereto as shall not be inconsistent with the
terms and provisions hereof (which supplemental resolu-
tion shall thereafter form a part hereof)
(a) to cure any ambiguity or formal defect or
omission or to correct any inconsistent provisions
in this Resolution or in any supplemental resolu-
tion, or
(b) to grant to or confer upon the Owners
any additional rights, remedies, powers, authority
or security that may lawfully be granted to or con-
ferred upon the Owners, or
(c) to add to the conditions, limitations and
restrictions on the issuance of Bonds under the
provisions of this Resolution other conditions,
limitations and restrictions thereafter to be ob-
served, or
(d) to add to the covenants and agreements of
the City in this Resolution other covenants and
agreements thereafter to be observed by the City or
to surrender any right or power herein reserved to
or conferred upon the City, or
(e) to authorize the issuance of any Addi-
tional Bonds or Refunding Bonds pursuant to Sections
208 and 209 of this Resolution or the incurrence of
any indebtedness contemplated by Section 513(c),
Section 717 and Section 718 of this Resolution,
provided all conditions precedent to such issuance or
incurrence are met.
(f) to authorize the issuance hereunder of
Bonds in bearer form with coupons representing interest
attached thereto in the manner customary prior to July
1, 1983.
X-1
At least thirty (30) days prior to the adoption
of any supplemental resolution for any of the purposes
of this Section, the City Clerk shall cause a notice
of the proposed adoption of such supplemental resolution
to be published once in each week for two (2) successive
weeks in a Daily Newspaper of general circulation or a
financial journal published in the Borough of Manhattan,
City and State of New York, and on or before the date
of the first publication of such notice, he shall also
cause a similar notice to be mailed, postage prepaid,
to all Owners at their addresses as they appear on the
registration books. Such notice shall briefly set forth the
nature of the proposed supplemental resolution and shall
state that copies thereof are on file at the office of the
City Clerk for inspection by all Owners. A failure on the
part of the City Clerk to mail the notice required by this
Section shall not affect the validity of such supplemental
resolution.
Section 1002. Supplemental Resolution With Owner
Consent. Subject to the terms and provisions contained
-7'
· n this Section, and not otherwise, the Owners of not less
than fifty-one per cent (51%) in aggregate principal amount
of the Bonds then outstanding shall have the right, from
time to time, anything contained in this Resolution to the
contrary notwithstanding, to consent to and approve the
adoption of such resolution or resolutions supplemental
hereto as shall be deemed necessary or desirable by the
City for the purpose of modifying, altering, amending,
adding to or rescinding, in any particular, any of the
terms or provisions contained in this Resolution or in any
supplemental resolution; provided, however, that nothing
herein contained shall permit, or be construed as permitting,
(a) an extension of the maturity of the principal of or the
interest on any Bond issued hereunder, or (b) a reduction in
the principal amount of any Bond or the redemption premium
or the rate of interest thereon, or (c) the creation of
a lien upon or a pledge of Revenues or Impact Fees other
than the lien and pledge created by this Resolution, or (d)
a preference or priority of any Bond or Bonds over any other
Bond or Bonds, or (e) a reduction in the aggregate principal
amount of %he Bonds required for consent to such supple-
mental resolution or (f) a change in any State Loan which
is adverse to the interests of the Bondholders. Nothing
herein cont.ained, however, shall be construed as making
necessary the approval by Owners of the adoption of any
supplemental resolution as authorized in Section 1001
of this Article.
X-2
If at any time the City shall determine that it is
necessary or desirable to adopt any supplemental resolu-
tion for any of the purposes of this Section, the City
Clerk shall cause notice of the proposed adoption of such
supplemental resolution to be published once in each week
for two (2) successive weeks in a Daily Newspaper of
general circulation in the City, and in a Daily Newspaper
of general circulation or a financial journal published
in the Borough of Manhattan, City and State of New York,
and, on or before the date of the first publication of
such notice, it shall also cause a similar notice to be
mailed, postage prepaid, to all Owners at their addresses as
they appear on the registration books. Such notice shall
briefly set forth the nature of the proposed supplemental
resolution and shall state that copies thereof are on file
at the office of the City Clerk for inspection by all
Owners. The City shall not, however, be subject to any
liability to any Owner by reason of its failure to cause
the notice required by this Section to be mailed and any
such failure shall not affect the validity of such supple-
mental resolution when consented to and approved as provided
in this Section.
Whenever, at the time within one year after the date
of the first publication of such notice, the City shall
deliver to the City Manager an instrument or instru-
ments in writing purporting to be executed by the holders
of not less than fifty-one per cent (51%) in aggregate
principal amount of the Bonds then outstanding, which
instrument or instruments shall refer to the proposed
supplemental resolution described in such notice and shall
specifically consent to and approve the adoption thereof in
substantially the form of the copy thereof referred to in
such notice, thereupon, but not otherwise, the City Council
may adopt such supplemental resolution in substantially such
form, without liability or responsibility to any Owner
of any Bond, whether or not such holder shall have con-
sented thereto.
If the holders of not less than fifty-one per cent
(51%) in aggregate principal amount of the Bonds outstanding
at the time of the adoption of such supplemental resolution
shall have consented to and approved the adoption thereof
as herein provided, no Owner of any Bond shall have any
right to object to the adoption of such supplemental
resolution, or to object to any of the terms and provi-
sions contained therein or the operation thereof, or in
any manner to question the propriety of the adoption
thereof, or to enjoin or restrain the City Council from
X-3
adopting the same or from taking any action pursuant to
the provisions thereof o
Upon the adoption of any supplemental resolution
pursuant to the provisions of this Section, this Resolu-
tion shall be and be deemed to be modified and amended in
accordance therewith, and the respective rights, duties
and obligations under this Resolution of the City and all
Owners shall thereafter be determined, exercised and enforced
in all respects under the provisions of this Resolution as
so modified and amended.
Section 1003. Supplemental Resolutions Part of
Resolution. Any supplemental resolution adopted in
accordance with the provisions of this Article and
approved as to legality by the City Attorney shall
thereafter form a part of this Resolution, and all of the
terms and conditions contained in any such supplemental
resolution as to any provision authorized to be contained
therein shall be and shall be deemed to be part of the
terms and conditions of this Resolution for any and all
purposes. In case of the adoption and approval of any
supplemental resolutionr express reference may be made
thereof in the text of any Bonds issued thereafter, if
deemed necessary or desirable by the City.
X-4
ARTICLE XI.
Defeasance.
Section 1101o Cessation of Interest of Bondholders.
If, when the Bonds secured hereby shall have become due
and payable in accordance with their terms or shall have
been duly called for redemption or either irrevocable
instructions to call the Bonds for redemption or to pay
the Bonds at their respective maturities and mandatory
redemption dates or any combination of such payment and
redemption shall have been given by the City to the Director
of Finance, the whole amount of the principal and the
interest and premium, if any, so due and payable upon all of
the Bonds and coupons then outstanding shall be paid or
sufficient moneys, or Government Obligations, not callable
at the option of the obligor, either the principal of and
the interest on which when due or the principal of which
when due will provide sufficient moneys, shall be held by
an appropriate fiduciary institution acting as escrow agent
(the "escrow agent") for such purpose under the provisions
of this Resolution, and provision shall also be made for
paying all~ other sums payable hereunder by the City, then
and in that case the right, title and interest of the Owners
in the Revenues, Funds and Accounts mentioned in this
Resolution shall thereupon cease, determine and become void,
and the City Council in such case, shall repeal and cancel
this Resolution and may apply any surplus in any account in
the Sinking Fund and all balances remaining in any other
Funds or Accounts other than moneys held for the redemption
or payment of Bonds or coupons to any lawful purpose of the
City as the City Council shall determine; otherwise this
Resolution shall be, continue and remain in full force and
effect; provided, however, that in the event Government
Obligations shall be deposited with and held by the escrow
agent as hereinabove provided, and in addition to the
requirements set forth in Article III of this Resolution,
the escrow agent shall within thirty (30) days after such
Government Obligations shall have been deposited with the
escrow agent cause a notice signed by the escrow agent to be
published once in a Daily Newspaper of general circulation
in the City and in a Daily Newspaper of general circulation
or a financial journal published in the Borough of Manhattan,
City and State of New York, setting forth (a) the date
designated for the redemption of the Bonds, (b) a description
of the Government Obligations so held by the escrow agent,
and (c) that this Resolution has been repealed and cancelled
in accordance with the provisions of this Section.
XI- 1
Ail moneys and obligations held by the escrow agent
Udrsuant to this Section shall be held in trust and the
principal and interest of said obligations when received,
and said moneys, applied to the payment, when due, of the
principal and interest and the premium, if any~ of the Bonds
so called for redemption or to be paid~
XI-2
ARTICLE XII
Miscellaneous Provisions.
Section 1201. Effect of Covenants. Ail cove-
nants, stipulations, obligations and agreements of the
City contained in this Resolution shall be deemed to
be covenants, stipulations, obligations and agreements
of the City and of the City Council and of each depart-
ment and agency of the City to the full extent authorized
or permitted by law, and all such covenants, stipula-
tions, obligations and agreements shall bind or inure
to the benefit of the successor or successors thereof
from time to time and any officer, board, body or
commission to whom or to which any power or duty affect-
ing such covenants, stipulations, obligations and agree-
ments shall be transferred by or in accordance with
lawo
Except as otherwise provided in this Resolution,
all rights, powers and privileges conferred and duties
and liabilities imposed upon the City or upon the
City Council by the provisions of this Resolution shall
be exercised or performed by the City Council, or by
such other officers, board, body or commission as may
be required by law to exercise such powers or to per-
form such duties.
No covenant, stipulation, obligation or agree-
ment herein contained shall be deemed to be a covenant,
stipulation, obligation or agreement of any member,
agent or employee of the City Council in his individual
capacity, and neither the members of the City Council
nor any official executing the Bonds shall be liable
personally on the Bonds or be subject to any personal
liability or accountability by reason of the issuance
thereof.
Section 1202. Manner of Giving Notice. Any no-
tice, demand, direction, request or other instrument
authorized or required by this Resolution to be given
to or filed with the City or the City Council shall be
deemed to have been sufficiently given or filed for all
purposes of this Resolution if and when sent by certi-
fied mail, return receipt requested:
to the City, if addressed to the City Manager of
the City of Boynton Beach, Florida, City Hall,
Boynton Beach, Florida;
XII-1
Ail documents received by the City Manager, the Director
of Finance, the City Clerk, and the City Council under the
provisions of this Resolution shall be retained in their
possession, subject at all reasonable times to the inspection
of the City, any Owner, and the agents and representatives
thereof.
Section 1203. Successorship of City 0fficers~ In
the event that the offices of Mayor, City Manager, Director
of Finance, City Clerk or City Attorney shall be abolished
or any two or more of such offices shall be merged or
consolidated, or in the event of a vacancy in any such
office by reason of death, resignation, removal from office
or otherwise, or in the event any such officer shall become
incapable of performing the duties of his office by reason
of sickness, absence from the City or otherwise, all powers
conferred and all obligations and duties imposed upon such
officer shall be performed by the officer succeeding to the
principal functions thereof or by the officer upon whom
such powers, obligations and duties shall be imposed by
law.
Section 1204. Substitute Publication. If, because
of the temporary or permanent suspension of publication
of any Daily Newspaper or financial journal or for any
other reason, the City Manager shall be unable to publish
in a Daily Newspaper or financial journal any notice re-
quired to be published by any provision of this Resolution,
the City shall give such notice in such other manner as in
its judgment shall most effectively approximate such publica-
tion, and the giving of such notice in such manner shall for
all purposes of this Resolution be deemed to be compliance
with the requirement for the publication thereof.
Section 1205. Inconsistent Resolutions. Ail reso-
lutions and parts thereof which are inconsistent with any
of the provisions of this Resolution are hereby declared
to be inapplicable to the provisions of this Resolution.
Section 1206. Further Acts. The officers and
agents of the City are hereby authorized and directed to
do all the acts and things required of them by the Bonds
and this Resolution, for the full, punctual and complete
performance of all of the terms, covenants, provisions
and agreements contained in the Bonds and this Resolution.
Section 1207. Headings Not Part of Resolution.
Any headings preceding the texts of the several Articles
XII-2
and Sections hereof and any table of contents, marginal notes
or footnotes appended to copies hereof shall be solely for
convenience of reference, and shall not constitute a part of
this Resolution, nor shall they affect its meaning, construc-
tion or effect.
Section 1208. City and Owners Alone Have Rights under
Resolution. Except as herein otherwise expressly provided,
nothing in this Resolution, expressed or implied, Ks intended
or shall be construed to confer upon any person, firm or cor-
poration, other than the City and the Owners, any right, rem-
edy or claim, legal or equitable, under or by reason of the
Resolution or any provision hereof, this Resolution and all
its provisions being intended to be and being for the sole
and exclusive benefit of the City and the Owners°
Section 1209. Effect of Partial Invalidity. In case
any one or more of the provisions of this Resolution or of
any Bonds issued hereunder shall for any reason be held to
be illegal or invalid, such illegality or invalidity shall
not affect any other provision of this Resolution or of the
Bonds, but this Resolution and the Bonds shall be construed
and enforced as if such illegal or invalid provision had not
been contained therein. The-Bonds are issued and this Reso-
lution is adopted with the intent that the laws of the State
of Florida shall govern their construction.
Section .1210. Resolution Effective. This Resolution
becomes effective immediately upon its passage.
Passed and Adopted this /q~ day of~)~~ 1985.
ATTEST .-
IFty ~ Clre rk
I hereby certify that I have
approved the form and correct-
ness of this Resolution.
ney
XII-3