Loading...
78-UURESOLUTION NO. 7S-OU A RESOLUTION SUPPLEMENTING A RESOLUTION ENTITLED: ?A RESOLUTION PROVIDING FOR THE ACQUISITION AND CONSTRUCTION OF EXTENSIONS, ADDITIONS, AND IMPROVEMENTS TO THE COMBINED WATER AND SEWER SYSTEM OF THE CITY OF BOYNTON BEACH,. FLORIDA; PROVID- ING FOR THE ISSUANCE OF $6,000,000 REFUND- ING AND IMPROVEMENT REVENUE BONDS OF SUCH CITY TO PROVIDE FOR THE REFUNDING OF CERTAIN OUTSTANDING REVENQE OBLIG~C6~OF THE CITY AND TO PAY THE COST OF SUCH EXTENSIONS, ADDITIONS AND IMPROVEMENTS; PROVIDING FOR THE ~IGHTS OF T~E~HOLDERS OF SUCH BONDS; A~D PRoviDIN~'~OR~HE PAYMENT THEREOF; AND MAKING CERTAI~'0T~ER cOVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE AND SALE OF SUCK BoNDs;" AND PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING $2,500,800 WATER AND SEWER REvEN~E BONDS, SERIES 1978, OF SUCH CITY. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY. OF BOYNTON BEACH, FLORIDA: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the charter of the City Boynton Beach constituting Chapter 24398, Laws of Florida, Acts of 1947, as amended, Chapter 166, Part II, Florida Statutes, and other applicable provisions of law, and pur- suant to Section 14(L) of a Resolution entitled: "A RESOLUTION PROVIDING FOR THE ACQUISITION AND CONSTRUCTION OF EXTENSIONS, ADDITIONS, AND IMPROVEMENTS TO THE SEWER SYSTEM OF THE COMBINED WATER AND SEWER SYSTEM OF THE CITY OF BOYNTON BEACH, FLORIDA; PROVIDINg FOR THE ISSUANCE OF $6,000,0~0 REFUNDING AND IMPROVE- MENT REVENUE BONDS OF SUCH CITY TO PROVIDE FOR THE REFUNDING OF CERTAIN OUTSTANDING REVENUE OBLIGATIONS OF THE CITY AND TO PAY THE COST OF SUCH EXTENSIONS, ADDITIONS AND IMPROVEMENTS; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH BONDS; AND MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH T~E ISSUANCE AND SALE OF SUCH BONDS." adopted by the governing body of the City on the 3Oth day of July, 1964 (hereinafter referred to as "Original Resolution"), and is supplemental to saxd Original Resolution. SECTION 2. DEFINITIONS. All of the! definitions contained in Section 5 of the Ori'ginal Resolution shall be deemed applicable to this Supplemental Resolution except to the extent that the same are inconsistent or~ in conflict with the definitions set forth below: Florida. A. "Issuer" shall mean the City of Boynton Beach, "Act" shall mean Chapter 24398, Laws of Florida, as amended, and Chapter 166, Part II, Florida Acts of 1947, Statutes. C. Sewer Revenue Bonds, "Obligations" shall Series 1978, mean the $2,500,000 Water and herein authorized to be issued, together with any additional parity obligations heretofore or hereafter issued under the terms., conditions and limitations con- tained herein and in the Original Resolution. D. "Parity Obligations" shall mean the Refunding and Improvement Revenue Bonds of the Issuer dated June 1, 1964, issued originally in the amount of $6,000,000, the Water and Sewer Revenue Bonds, Series 1969, dated October 1, 1969, issued origi- nally in the amount of $800,000, the Water and Sewer Revenue Bonds, Series 1971, issued originally in the amount of $1,000,000, the Water and Sewer Revenue Bonds, Series 1974, issued originally in the amount of $2,050,000 and the Water and Sewer Revenue Bonds, Series 1975 and Series 1975B, issued originally in the aggregate principal amount of $6,500,000. E. "Fiscal Year" shall mean the period commencing on October 1 of each year and ending on the succeeding 30th day of September. F. Words importing plural number in each case and persons shall include firms and SECTION 3. FINDINGS. mined and declared that: singular number shall include the vice versa, and words importing corporations. It is hereby ascertained, deter- A. The Issuer now owns, operates and maintains a Water and Sewer System and derives revenues from rates, fees, rentals and other charges made and collected for the services and facili- ties of the Water and Sewer System. B. It is necessary and desirable construct extensions, additions and improvements to Sewer System, consistIng of the Issuer's portion of to acquire and the Water and the joint -2- regional left stations and force mains associated with the regional wastewater ulant being constructed with the City of Delray Beach, the expansion of the Issuer's water system including raw water supply wells and transmission lines and other water and sewage construction (hereinafter called "Project"), in order to preserve and protect the public hea~%h, safety and welfare of the inhabitants of the Issuer. C. The net revenues derived from the operation of said Water and Sewer System are not now pledged or encumbered in any manner; except that the revenues of the Water System are pledged for the payment of the principal of and interest on the outstanding bonds of an original issue of $228,000 Water Revenue Bonds heretofore issued by the Issuer under date of December 1, 1950 (hereinafter called "Outstanding 1950 Bonds~'), and for the payment of certain non-interest bearing refunding agreements here- tofore entered into by the Issuer with various contractors (hereinafter called "Outstanding Contractors' Refunding Agreements"), which Outstanding Contractors' Refunding Agreements are payable from the revenues of a portion of said Water System; and except that the revenues of said Water and Sewer System are pledged for the payment of the parity obligations. D. The Oriqinal Resolution, in Section 14(L) thereof, provides for the issuance of additional parity obligations under the terms, limitations and conditions provided therein. E. The obligations herein authorized to be issued shall be on a parity and rank equally, as to lien on and source and security for payment from the net revenues of the Water and Sewer System and in all other respects, with the parity obligations. F. The Issuer is authorized to issue the obligations authorized herein as additional parity obligations within the authorization contained in Section 14(L) of the Original Resolution. G. The estimated net revenues to be derived from the operation of the Water and Sewer System will be sufficient to pay all of the principal of and interest on the obligtions to be issued hereunder, all annual debt service requirements on the Outstanding 1950 Bonds, the Outstanding Contractors' Refunding -3- Agre.ements, and the parity obligations, as the same become due, and to make all required sinking fund, reserve and other payments. ~. The principal of and interest on the ohligtions and all required sinking fund, reserve and other payments shall be payable solely from the net revenues derived from the operation of the Water and Sewer System as herein provided. The Issuer shall never be required to levy ad valorem taxes on any property therein to pay the principal of and interest on the obligations or to make any of the required sinking fund, reserve or other payments and such obligtions shall or in the Issuer. SECTION 4. not constitute a AUTHORIZATION OF lien upon any property of CONSTRUCTION AND ACQUISITION OF PROJECT. There is hereby authorized the construc- tion and acquisition of the project pursuant to the engineering reports, plans and specifications of Russell and Axon, Consulting Enginners, presently on file with the Issuer. The cost of such project, in addition to the items set forth in the plans and spe- cifications, may include, but need not be limited to, the acquisi- tion of any lands or interest therein or any other properties deemed necessary or convenient therefor; engineering, legal and financing expenses; expenses for estimates of costs and of revenues; expenses for plans, specifications and surveys; the fees of fiscal agents, financial advisors or consultants; administra- tive expenses relating solely to the construction and acquisition of the prc~ect; interest upon the obligations herein authorized for one year after the issuance of the obligations; the creation and establishment of reasonable reserves for debt service; bond discount, if any; municipal bond insurance, if any; and such other- costs and expenses as may be necessary or incidental to the financing herein authorized and the construction and acquisition of the project and the placing of the same in operation. SECTION 5. RESOLUTION TO CONSTITUTE CONTRACT. In con- sideration of the acceptance of the obligtions authorized to be issued hereunder by those who shall hold the same from time to time, this Resolution and the Original Resolution shall be deemed to be and shall constitute a contract between the Issuer and such -4- holders. The covenants and agreements herein set forth to be per- formed by the Issuer shall be for the equal benefit, protection and security of the legal holders of any and all of such obliga- tions and the parity obligations and the coupons attached thereto, all of which shall be of equal rank and without preference, priority or distinction of any of t~ obligations or coupons over any other thereof, except as expressly provided therein and herein. SECTION 6. AUTHORIZATION OF OBLIGATIONS. Subject and pursuant to the provisions hereof, obligations of the Issuer to be known as "Water and Sewer Revenue Bonds, Series 1978", herein sometimes referred to as "obligations" are authorized to be issued in the aggregate principal amount of not exceeding Two Million Five Hundred Thousand Dollars ($2,500,000). SECTION 7. DESCRIPTION OF OBLIGATIONS. The obligations shall be in the denomination of either $1,000 or $5,000 each, shall bear interest at such rate or rates not exceeding the maxi- mum rate fixed by the Act or by other applicable law, such interest to be payable semiannually, shall be dated February 1, 1978, and shall mature in annual installments on February 1 in such years and amounts, not exceeding forty (40) years from their date as shall be determined by subsequent resolution adopted prior to the sale thereof. Such obligations shall be issued in coupon form; shall be payable with respect to both principal and interest at a bank or banks to be subsequently determined by the Issuer prior to the delivery of the obligations; shall be payable in lawful money of the United States of America; and shall bear interest from their date, payable in accordance with and upon surrender of the appur- tenant interest coupons as they severally mature. Said obligations may be issued all at one time or in installments from time to time. If issued in installments, each installment may be numbered separately from one upward and shall have a series suffix letter for identification. SECTION 8. EXECUTION OF OBLIGATIONS AND COUPONS. The obligations shall be executed in the name of the Issuer by the Mayor and countersigned and attested by the City Clerk, and its -5- corporate seal reproduced City Clerk vided that or a facsimile thereof shall be affixed thereto or thereon. The facsimile signatures of the Mayor or the may be imprinted or reproduced on the obligations, pro- at least one signature required to be placed thereon shall be manually subscribed. In case any officer whose shall appear on any of the obligations shall cease to be officer before the delivery of such obligations, such facsimile shall nevertheless be valid and sufficient poses the same as if he had remained in office until signature such signature or for all pur- such dell- very. Any obligation may be signed and sealed on behalf of the Issuer by such person who at the actual time of the execution of such obligations shall hold the proper office with the Issuer, although at the date of such obligations such person may not have held such ~ffice or may not have been so authorized. The coupons attached to the obligations shall be authen- ticated with the facsimile signatures of any present or future Mayor and City Clerk of the Issuer, and the validation certificate on the obligations shall be executed with the facsimile signature of the Mayor. The Issuer may adopt and use for such purposes the facsimile signatures of any persons who shall have been such Mayor or City Clerk at any time on or after the date of the obliqtions notwithstanding that they may have ceased to be such officers at the time such obligations shall be actually delivered. SECTION 9. NEGOTIABILITY AND REGISTRATION. The obligtions issued hereunder shall be and shall have all of the qualities and incidents of negotiable instruments under the law merchant and the Laws of the State of Florida, and each successive holder, in accepting any of such obligtions or the coupons apper-,_ taining thereto, shall be conclusively deemed to have agreed that such obligation shall be and have all of the qualities and inci- dents of negotiable instruments under the law merchant and Laws of the State of Florida. The obligations may be registered at the option of the as holder as Registrar, appointed, to principal only at the office of the City Clerk, or such other Registrar as may be hereafter duly such registration to be noted on the back of the -6- obligations in the space provided therefor. After such registra- tion as to principal only no transfer of the obligations shall be valid unless made at such office by written assignment of the registerd owner, or by his duly authorized attorney in a form satisfactory to the Registrar, and similarly noted on the obliga- tions, but the obligations may be df~charged from registration by being in like manner transferred to bearer and thereupon trans- ferability by delivery shall be restored. At the option of the holder, theobtigations may thereafter again from time to time be registered or transferred to bearer as before. Such registration as ~o principal only shall not affect the negotiability of the coupons which shall continue to pass by delivery. SECTION 10. OBLIGATIONS MUTILATED, DESTROYED, STOLEN OR LOST. In case any obligation shall become mutilated, or be destroyed, stolen or lost, the Issuer may in its discretion issue and deliver a new obligation with all unmatured coupons attached,. if any, of like tenor as the obligation and attached coupons, if any, so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated obligation, upon surrender and cancellation of such mutilated obligation and attached coupons, if any, or in lieu of and substitution for the obligation and attached coupons, if any, destroyed, stolen or lost, and upon the holder furnishing the Issuer proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations an~ conditions as the Issuer may prescribe and paying such expenses as the Issuer may incur. All coupons so surendered shall be cancelled by Issuer. If any such obligations or coupons obligations and the Clerk of the shall have matured or be about to mature, instead of coupon, the Issuer may pay the same, aforesaid, and if such obligation or destroyed, without surrender thereof. issuing a substitute obligation or upon being indemnified as coupon be lost, stolen or Any such duplicate obligations and coupons issued pur- suant to this section shall constitute original, additional contractual obligations on the part of the Issuer whether or not the lost, stolen or destroyed obligations or coupons be at any -7- time found by anyone, and coupons shall be entitled rights as to lien on and any such duplicate obligations and to equal and proportionate benefits and source and security for payment from the funds, as hereinafter pledged, to the same extent as all other obligations and coupons issued hereunder. SECTION 11. PROVISIONS FOR REDEMPTION. The obligations of this issue shall be redeemable at such time or times and at such price or prices as shall be determined by subsequent resolu- tion of the Issuer adopted prior to the sale thereof. Notice of such redemption shall be published at least thirty (30) days prior to the redemption date in a financial jour- nal published in the Borough of Manhattan, City and State of New York. Interest shall cease to accrue on any obligations duly called for prior redemption on the redemption date, if payment thereof has been duly provided. SECTION 12. CITY ATTORNEY. The City Attorney shall certify on the face of each obligation that such obligation and the attached coupons have been approved by him as to form and correctness. SECTION 13. FO~ OF OBLIGATIONS AND COUPONS. The obli- gations, the interest coupons to be attached thereto, and the cer- tificate of validation shall be in substantially the following form, with such omissions, insertions and variations as may be necessary and desirable and authorized or permitted by this Resolution or in any subsequent Resolution adopted prior to the issuance thereof: -8- UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF PALM BEACH CITY OF BOYNTON BEACH WATER AND SEWER REVENUE BOND, SERIES 1978 KNOW ALL MEN BY THESE PRESENTS, the the City of Boynton Beach, Florida (hereinafter called "City"), for value received, hereby promises to pay to the bearer, or if this bond be registered, to the registered holder as herein provided, on the first day of Februar3, 19 , from the special funds hereinafter mentioned, the principal sum of THOUSAND DOLLARS and to pay solely from such special funds, interest thereo~ from the date hereof at the rate of per centum %) per annum until payment of the principal sum, such interest to the maturity hereof being payable semiannually on the first day of February and the ~irst day of August in each year upon the presentation and surrender of the annexed coupons as they severally fall due. Both principal of and interest on this bond are payable in lawful money of the United States of America at · or at the option of the holder at This bond is one of an authorized issue of bonds (issued in installments) in the aggregate principal amount of $2,500,000 of like date, tenor and effect, except as to series, number, interest rate and date of maturity, issued to finance the cost of the construction and acquisition of extensions, additions and improvements to the Water and Sewer System of the City (hereinafter called "Water and Sewer System"), under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 24398, Laws of Florida, Acts of 1947, as amended, Chapter 166, Part II, Florida Statutes, and other applicable provisions of law, and a resolution duly adopted by the City on the 30th day of July, 1964, as supplemented by a resolution duly adopted on the day of -9- · 197_ (hereinafter collectively called "Resolu- tion''), and is sub3ect to all the terms and conditions' of such Resolution. It is provided in such Resolution that the bonds of this issue will rank on a parity with certain outstanding Refunding and Improvement Revenue Bonds of the City, dated June 1, 1964, outstanding Water and Sewer Revenue Bonds, Series 1969, dated October 1, 1969, outstanding Water and Sewer Revenue Bonds, Series 197i, dated December 1, 1971, outstanding Water and Sewer Revenue Bonds, Series 1974, dated February l, 1974 and Outstanding Water and Sewer Revenue Bonds, Series 1975A and Series 1975B, dated February 1, 1975 (hereinafter called "parity obligtions"), as to lien and source of security. This bond, the parity obligations and the coupons appertaining thereto are payable solely from and secured by a lien upon and pledge of the net revenues derived by the City from the operation of the Water and Sewer System; sub- ject, however, to the prior lien thereon of certain outstanding obligations more particularly described in the Resolution, in the manner provided in the Resolution. (Insert Redemption Provisions) Notice of such redemption shall be given in the manner required by the Resolution. This bond does not constitute an indebtedness of the City within the meaning of any constitutional, statutory or charter provision or limitation, and it is expressly agreed by th holder of this bond and the coupons appertaining thereto that such holder shall never have the right to require or compel the exercise of the ad valorem taxing power of the City for the payment of the principal of sinking fund, Resolution. this bond shall not and interest on this bond or the making of any reserve or other payments provided for in the any part thereof, or on any other property of or in the City, shall constitute a lien only on the net revenues derived from It is further agreed between the City and the holder of that this bond and the obligation evidenced thereby constitute a lien upon the Water and Sewer System, or but the -10- operation of the Water and the Resolution. The City, with the holders of maintain such rates Sewer System in the manner provided in in the Resolution, has covenanted and agreed the bonds of this issue to fix, establish and and collect such fees, rentals or other charges for the services of the fac£1ities of the Water and Sewer System and to revise the same from time to time whenever necessary, as will always provide funds in each year sufficient to pay all costs of operation and maintenance of the Water and Sewer System in such year, one hundred twenty-five per centum (125%) of the maximum annual debt service requirement for the bonds of this issue, and certain other outstanding revenue obligations desccribed in the Resolution, and on all other obligations-payable on a parity therewith in any succeeding year, and that such rates, fees, rentals or other charges shall not be reduced so as to be insufficient to provide adequate revenues for such purposes: and the City has entered into certain further covenants with the holders of the bonds of this issue for the terms of which reference is made to the Resolution. It is hereby certified and recited that all acts, con- ditions and things required to exist, to happen and to be per- formed precedent to and in the issuance of this bond, exist, have happened and have been performed in regular and due form and time as required by the Laws and Constitution of the State of Florida applicable thereto, and that the issuance of the bonds of this issue does not violate any constitutional or statutory limitation or provision. This bond, and the coupons appertaining thereto are and have all the qualities and incidents of a negotiable instrument under the law merchant and the Laws of the State of Florida. This bond may be registered as to principal only, in acordance with the provisions endorsed hereon. IN WITNESS WHEREOF, the City of Boynton Beach, Florida, has issued this bond and has caused the same to be signed by its Mayor, and attested and countersigned by its City Clerk, either manually or with their facsimile signatures, and the corporate -11- seal of said City or a facsimile thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon and the interest coupons hereto attached to be tures of such officers all as (SEAL) executed with the facsimile slgna- of the 1st day of February, 1978. CITY OF BOYNTON BEACH, FLORIDA ATTESTED AND COUNTERSIGNED: Mayor City Clerk The foregoihg bond and attached coupons have been approved by me as to form and correctness. City Attorney No. Boynton option of FORM OF COUPON On the 1st day of Beach, Florida, will pay $ , 19 , the City of to the bearer at the holder, at · from the special or at the funds described in the bond to which this coupon is attached, the amount shown hereqn, in lawful money of the United States of America, upon presenttion and surrender of this coupon, being six months' interest its Water and Sewer Revenue Bond, Series 1978, dated 1978. then due on February 1, ( SEAL ) CITY OF BOYNTON BEACH, FLORIDA ATTESTED AND COUNTERSIGNED: Mayor City Clerk (To be inserted in coupons maturing after "Unless the bond to which this coupon is attached shall previously duly called for prior redemption and payment duly made or provided for." callable date) have been thereof -12- VALIDATIaN CERTIFICATE This bond is one of a series of bonds which were dated and confirmed by judgment Beach County, Florida, rendered 197_. of the Circuit Court on the day of vali- for Palm Mayor PROVISION FOR REGISTRATION This bond may be registered in the name of the holder on the books to be kept ~y the City Clerk as Registrar, or such other Registrar as may be hereafter duly appointed, as to principal only, such registration being noted hereon by such Registrar in the registration blank below, after which no transfer shall be valid unless made on said books by the registered holder or attor- ney duly authorized and similarly noted in the registration blank below, but it may be discharged from registration by being trans- ferred to bearer, after which it shall be transferable by delivey, but it may be again registered as before. The registration of this bond as to principal shall not restrain the negotiability of the coupons by delivery merely. DATE OF IN WHOSE NAME SIGNATURE OF REGISTRATION REGISTERED REGISTRAR -13- SECTION 14. APPLICATION OF PROVISIONS RESOLUTION. The obligations, herein authorized, OF THE ORIGINAL shall~ for all purposes (except as herein expressly changed) be considered to be additional parity obligations issued under the authority of Section 14IL) of the Original Resolution, and shall be entitled to all the protection and security provided therein for the parity obligations, as respectively issued and shall be in all respects entitled to the same security, rights and privileges enjoyed by the parity obligations. The obligations herein authorized and the coupons repre- senting interest thereon shall not be or constitute an indebted- ness of the Issuer within the meaning of any constitutional or statutory limitation of indebtedness, but shall be payable solely from and secured by a lien upon the net revenues of the Water and Sewer System herein provided for and in the Original Resolution, subject only to the prior lien thereon of the Outstanding 1950 Bonds and of the Outstanding Contractors' Ref~ndi~g Agreements. No holder of any of the obligatIons or of the coupons shall ever have the right to compel the exercise of the ad valorem taxing power of the Issuer or taxation in any form on real property therein for payment thereof, but the obligations and coupons shall be secured by a pledge of and be payable from the net revenues of the Water and Sewer System as provided herein and in the Original Resolution. The covenants and pledges contained in Section 14 of the Original Resolution shall be applicable to the obligations herein authorized in like manner as applicable to the parity obligations. The principal of, interest on and redemption premiums on the obli- gations herein authorized shall be payable from the Sinking Fund heretofore established on a parity with the parity obligations~ and payments shall be made into such Sinking Fund by the Issuer in amounts fully sufficient to pay the principal of and interest on the parity obligations and on the obligations herein authorized as such principal and interest b~come due. The reserve account established in the Original Resolution shall be applicable prorata to the obligations herein -14- · authorized in the same manner as appli~abl~ to the parity obliga- tions. There shall be deposited into said Reserve Account, from the proceeds of the obligations issued hereunder, such amount which, together with the amount on deposit in said Reserve Account, shall equal the largest am6hnt of principal of and interest on the obligations and the parity obligations becoming due in any ensuing year. Thereafter, in order to maintain said Reserve Account, commencing with the fifteenth day of the first full calendar month following the delivery of the obligations, payments into the Reserve Account in the Sinking Fund shall con- tinue to be made as necessary by depositing into said Reserve Account, on the fifteenth day of each month in each year, an amount equal to one-twelfth of twenty per centum (1/12 of 20%) of the largest amount of principal of and interest on the Obligations and the parity obligations, and any obligtions hereafter issued~on a parity therewith pursuant to Section 14(L) of the Original Resolution, becoming due in any ensuing year. No further payments shall be required to be made into said Reserve Account when there has been d~posited therein, and as long as there shall remain on deposit therein, an amount equal to the largest amount of prin- cipal of and interest on the obligations and the parity obliga- tions, and any obligations hereafter issued on a parity therewith pursuant to Section 14(L) of the Original Resolution, becoming due in any ensuing year. SECTION 15. ARBITRAGE. No use will be made of the pro- ceeds of the obligations which will cause the same to be "arbitrage bonds" within the meaning of the Internal Revenue Code. The Issuer at all times while the obligations and the interest thereon are outstanding will comply with the requirements of Section 103 of the Internal Revenue Code and any valid and appli- cable rules and regulations of the Internal Revenue Service. SECTION 16. APPLICATION OF PROCEEDS OF OBLIGATIONS. All moneys received from the sale of the obligations shall be deposited by the Issuer in a special account in a bank or trust company and applied by the Issuer as follows: -15- deposited A. Ail interest accrued on the obligations shall be in the Sinking Fund. B. An amount which, together with the amount on deposit in the Reserve Account in the Sinking Fund created by Resolution, will equal the largest amount of principal interest on the obligations and the parity obligations due in any ensuing year, shall be deposited Account. the Original of and becoming into said Reserve C. The Issuer shall next use the moneys in said special fund to pay all engineering fees, legal fees, fees of financial advisors, cost of the issuance of the obligations, and all other similar costs incurred in connection with the acquisition and construction of the project and the issuance of the obligations to finance the cost thereof. designated as (herein called th " e Construction the Cpnstruction Fund the balance making all the deposits and payments provided B and C above. A special fund is hereby creat2d, established the "1978 Water and Sewer System Construction and Fund" Fund"). There shall be paid into of the moneys remaining after for in paragraphs A, SECTION 17. MODIFICATION OR AMENDMENT. No material modification or amendment of this Resolution, or of any resolution or ordinance amendatory hereof or supplemental hereto, may be made without the consent in writing of the holders of two-thirds or more in the principal amount of the obligations then outstanding; provided, however, that no modifiction or amendment shall permit a change in the maturity of such obligations or reduction in the rate of interest thereon or in the amount of the principal obliga~- tion thereof or affecting the unconditional promise of the Issuer to pay the principal of and interest on the obligations as the same shall become due from the revenues of the Water and Sewer System or reduce the percentage of the holders of the obligations required to consent to any material modification or amendment hereof'without the consent in writing of the holder or holders of all such obligations; provided further, however, that no such modification or amendment shall allow or permit any acceleration -16- of the payment of principal of or interest on the obligations upon any default in the payment thereof whether or not the holders of the obligations consent thereto. SECTION 18. DEFEASANCE. If, at any time, the Issuer shall have paid, or shall have made provision for payment of, the principal, interest and redemption premiums, to the obligations, then, and in that event, lien on the revenues of the Water and Sewer if any, with respect the pledge of and System in favor of the holders of the obligations shall be no longer in effect. For pur- poses of the preceding sentence; deposit of Federal Securities or bank certificates of deposit fully secured as to principal and interest by Federal Securities (or deposit of any other securities or investments which may be authorized by law from time to time and sufficient under such law to effect such.a defeasance) in irrevocable trust with a banking institution or trust company, for the sole benefit of the holders of the obligations, in respect to which such Federal Securities or certificates of deposit, the principal and interest received will be sufficient to make timely payment of the principal, interest, and redemption premiums, if any, on the outstanding obligations, shall be considered "provision for payment". Nothing herein shall be deemed to require the Issuer to call any of the outstanding obligations for redemption prior to maturity pursuant to any applicable optional redemption provisions, in determining whether redemption. SECTION 19. or to impair the discretion of the Issuer to exercise any such option for early SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions herein con- tained shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohi- bited, or against public policy, or shall for any reason what- soever be held invalid, then such covenants, agreements or provi- sions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions hereof or of the obligations or coupons issued hereunder. -17- SECTION 20. SALE OF OBLIGTIONS. The obligations shall be issued and sold in such manner and at such price or prices con- sistent with the Act~ all at one time or in installments from time to time, as shall the Issuer. be hereafter determined by the governing body of SECTION 21. VALIDATION AUTHORIZED. The Attorney for the Issuer is authorized and directed to prepare and file pro- ceedings to validate the obligations in the manner provided'by law. SECTION 22. REPEALING CLAUSE. Ail Resolutions or parts thereof of the contained are, Issuer in conflict with the provisions herein to the extent of such conflict, hereby superseded and repealed. SECTION 23. EFFECTIVE DATE. This Resolution shall take effect in the manner provided by law. PASSED AND ADOPTED this iq~ day of ~/~/~, A.D., 1978. CITY OF BOYNTON BEACH, FLORIDA tfTTEST: City Clerk (Corp. Seal) Vice Mayor Co~/ ~Membe r Council Member -18-