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01-11-61-AA RESOLUTION AUTHORIZ~;G THE CONSTRUC- TION ANN) ACQUISITION OF ADDE~IONS, EX- TENSIONS AND IMPROVE~JE~Y2S TO THE WATER SYSTEM OF THE CITY OF BOYNTON BEACH, FLORIDA: AUTHORIZING THE ISSUANCE OF $1,370,000 WATER REVE~ ~lr~ BONDS, SERIES 1960, TO FINANCE THE COST OF SUCH ADDI- TIONS, EXTENSIONS AND IMPROVENE~i'S; PLEDGING THE REVENUES OF SAID WATER SYSTEM TO THE PAY~,ENT OF SUCH WATER REVE~JE BONDS, SERIES 1960, AND PROVID- ING FOR THE RIGHTS AND REREDIES OF THE HOLDERS THEREOF. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BOYNTON BEACH, FLORIDA: ARTICLE 1 STATUTORY AUTHORITY, FINDINGS, DEFINITIONS AND AUTHORIZATION OF IMPROVEMENTS Section 1.01. AUTHORITY OF THIS RESOLUTION. This resolu- tion is adopted pursuant to the provisions of Chapter 24398, Laws of Florida, Acts of 1947, as amended and supplemented, and other applicable provisions of law. Section 1.02. FINDINGS. It is hereby ascertained, deter- mined and declared: (A) That the City of Boynton Beach, Florida (hereinafter called '~City"), now owns, operates and maintains a system for the supply and distribution of water to the inhabitants of said City, and others, including the inhabitants of the Town of Ocean Ridge pursuant to and under the terms and conditions provided in Chapter 15088, Laws of Florida, Acts of 1931. (B) That the Town of Ocean Ridge has heretofore granted to the City of Boynton Beach a franchise for the construction of certain water mains, fire hydrants and distribution facilities in said Town, and for the supply of water to the inhabitants of said Town for a period of thirty years; that under the terms of said franchise said water mains, fire hydrants and distribution facilities constructed by the city in the Town of Ocean Ridge are owned by and are the property of the City, and a part of its Water System; that under the terms of said franchise the water mains and distribu- tion facilities existing in the Town of Ocean Ridge which were then served by the ~$ater System of the City, pursuant to said Chapter 15988, Laws of Florida, Acts of 1931, continued to remain the property of said Town, but were continued to be and are now supplied with water by the Water System of Boynton Beach under the conditions provided by said statute and said franchise. (C) That it is necessary and essential to construct and acquire additions, extensions and improvements to said Water System, as provided herein, in order to preserve and protect the public health, safety and welfare of the inhabitants of the City and franchise area. (D) That the City derives revenues from rates, fees and other charges made and collected for the services and facilities of said Water System; that said rates, fees and other charges are not pledged or encum_bered in any manner except 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 City of Boynton Beach under date of December l, 1950 (hereinafter called "Outstanding Bonds")~ and for the payment of certain non-interest bearing refunding agreements heretofore entered into by the City with various contractors (hereinafter called '~Outstanding Contractorst Refunding Agreements") which Outstanding Contractors t Refunding Agree- ments are payable from the revenues of a portion of said Water System. (E) That the revenues estimated to be derived in each year hereafter from the operation of the City,s Water System will be sufficient to pay all costs of operation and maintenance of said Water System during such year, the principal of and interest on the Outstanding Bonds maturing and becoming due during such year and all -2- sinking fund, reserve or other payments required to be made during such year by the resolution which authorized the Outstanding Bonds, the principal payments required to be made on said Outstanding Contractors~ Refunding Agreements during such year, and the principal of and interest on the Water Revenue Bonds, Series 1960, to be issued pursuant to this resolution maturing and becoming due in such year and all sinking fund, reserve or other payments required to be made during such year by this resolution° (F) That the principal of and interest on the Water Revenue Bonds, Series 1960, to be issued pursuant to this resolution and all sinking fund, reserve and other payments provided for in this resolu- tion shall be paid solely from the revenues derived by the City from the operation of its Water System, subject only to the provisions of the resolution which authorized the Outstanding Bonds, and the provisions of the Outstanding Contractors~ Refunding Agreements; that it will never be necessary or authorized to levy taxes on any re~l property in the City to pay the principal of and interest on the Water Revenue Bonds, Series 1960, to be issued pursuant to this resolution or to make any of the sinking fund, reserve or other payments provided for in this resolution and that the Water Revenue Bonds, Series 1960, to be issued pursuant to this resolution shall not constitute a lien upon any of the properties of said Water System or upon any other property whatsoever of the City. (G) That the lien of the holders of the Water Revenue Bonds, Series 1960, to be issued pursuant to this resolution and of the holders of any pari passu additional obligations hereafter issued uuder the terms, limitations and conditions hereinafter provided, on the revenues of the Water System are and shallbe junior, subordinate and inferior in all respec%s as to lien on and source and security for payment from said revenues to the lien thereon of the holders of the Outstanding Bonds and the Outstanding Contractors, Refunding Agreement s o -3- Section 1.03o AUTHORIZATION OF CONSTRUCTION AND ACQUISITION OF ADDITIONS, EXTENSIONS AND IMPROVE~NTS TO ~ATER SYSTEM. That there is hereby authorized the construction and acquisition of additions, extensions and improvements to the City's ~ater System, consisting of, but not limited to, those outlined and described in City of Boynton Beach, Florida, Water Works Improvement Project NO. 5962-3, prepared by Russell and Axon~ Consulting Engineers now on file in the office of the City Manager, together with other facilities, extensions, improvements and additions, necessary, incidental or appurtenant thereto, including the acquisition of lands and interests therein necessary or convenient therefor, and all substantially in accordance with the plans and specifications therefor prepared or to be prepared by Russell & Axon, Consulting Engineers, of St. Louis, Missouri, and approved or to be approved by this Council, at an estimated cost of $1,370,0OO. Such cost shall be deemed to include the cost of the construction and acquisition of said improvements, including the acquisition of any lands or interest therein or any other properties deemed necessary or convenient therefor; engineer- tng, 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, if any, administrative expenses relating solely to such construction and ac- quisition; interest upon the Water Revenue Bonds, Series 1960, issued pursuant to this resolution prior to, during and for six months after the completion of the construction of said additions~ extensions and improvements to the Water System to the extent that the revenues from the Water System are insufficient therefor, and such other expenses as may be necessary or incidental to the financing authorized by this resolution, and the construction and acquisition of the improve- ments, extensions and additions authorized by this resolution and the placing of same in operation. Section 1o0~o RESOLUTION TO CONSTITUTE CONTRACT. In con- sideration of the acceptance of the Bonds authorized to be issued hereunder by those who shall hold the same from time to time, this resolution shall be deemed to be and shall constitute a contract between the City of Boynton Beach, Florida, and such Bondholders, and the covenants and agreements herein set forth to be performed by said City shall be for the equal benefit, protection and security of the legal holders of any and all of such Bonds and the coupons attached thereto, all of which shall be oT equal rank and without preference, priority or distinction of any of the Bonds or coupons over any other thereof except as expressly provided therein or herein. Section 1.05o DEFINITIONS. The following terms shall have the following meanings in this resolution unless the text otherwise expressly requires: (A) "City'~ shall mean the City of Boynton Beach, Florida° (B) "Town'~ shall mean the Town of Ocean Ridge, Florida. (C) '~Act'~ shall mean Chapter 2k398, Laws of Florida, Acts of 1%7, as amended and supplemented, and other applicable provisions of lawo (D) "Bonds'~ shall mean the $1,370,000 Water Revenue Bonds, Series 1960, authorized to be issued pursuant to this resolution, together with any pari passu additional obligations hereafter issued pursuant to subsection (L) of Section 3.0~ hereof, in the manner therein provided, and the interest coupons attached to said Bonds° (E) "Holder of Bonds,~ or '~Bondholders% or any similar term, shall mean any person who shall be the bearer or owner of any Bond or Bonds registered to bearer or not registered, or the registered owner of any outstanding Bond or Bonds which shall be at the time registered other than to bearer, or of any coupons representing interest accrued or to accrue on said Bonds. (F) Mgater System" shall mean the complete Water System presently owned, operated and maintained by the City, together with -5- any and all improvements, extensions and additions thereto hereafter constructed or acquired, either from the proceeds of the Bonds or from any other source, together with all lands or interests therein, plants, buildings, machinery, franchises, pipes, fixtures, equipment, and all property, real or personal, tangible or intangible, now or hereafter owned or used by said City in connection therewith; provided however that the water distribution facilities existing in the Town of Ocean Ridge prior to the granting of the franchise to said City by the Town, shall, pursuant to Chapter 15088, Laws of Florida, Acts of 1931, and pursuant to said franchise granted by the Town to the City, remain the property of the Town~ and, provided further, that all revenues derived by the City from the supplying of water to inhabitants or users through said existing water distribution facilities of the Town shall be deemed revenues of said ~ater System as fully and to the same extent as all other revenues of said Water System. (G) '~Facilities'~ shall mean all the facilities of said Water System, and all parts thereof, existing at the time of the adoption of this resolution, and also any facilities which may here- after be added to said Water System, or any part thereof, by any additions, betterments, extensions, improvements thereto, or property of any kind or nature, real or personal, tangible or intangible, hereafter constructed or acquired in connection with said Water System. (H) '~Gross Revenues'~ or '~Revenues~ shall mean all fees, rentals or other charges or other income received by the City, or accrued to the City or to any Board or Agency of the City in control of the management and operation of said ~ater System, and all parts thereof, from the operation of said ~ater System, all as calculated in accordance with sound accounting practice, and shall be deemed to include all fees, rentals or other charges or other income received by the City from the supplying of water to inhabitants or users -6- located in the Town through existing distribution facilities in said Town which remain the property of the Town. (I) "Operating Expenses'~ shall mean the current expenses, paid or accrued, of operation, maintenance and repair of the Water System and its facilities and shall include, without limit- ing the generality of the foregoing, administrative expenses relating solely to said ~ater System, insurance premiums, an operating reserve in the amount certified to by the Consulting Engineers as the reasonable amount necessary for one month,s cost of operation, maintenance and ordinary current repairs of said Water System, and such other reasonable current expenses as shall be in accordance with sound accounting practice° "operating Expenses'~ shall not be deemed to include the cost of the mainten- ance and repair of the water distribution facilities existing in the Town prior to the granting of the franchise to the City by the Town, which said Town is obligated to pay under said Chapter 1508~, Laws of Florida, Acts of 1931, and said franchise° (J) "Net Revenues'~ shall mean the gross revenues, as defined in subsection (H) above, remaining after deduction only of the costs of Operating Expenses, as defined in subsection (I) above. (K) "Consulting Engineers~ shall mean Russell & Axon, Engineers of St o Louis, Missouri, or such other firm of qualified and recognized engineers as may hereafter be employed by the City° (L) "Franchise" shall mean the franchise granted to said City by said Town referred to in Section loO1 (B) hereof. (M) Words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations° -7- ARTICLE II AUTHORIZATION, TERMB, EXECUTION AND REGISTRATION OF BONDS Section 2.01o AUTHORIZATION OF BONDS° Subject and pursuant to the provisions of this resolution, obligations of the City to be known as '%~ater Revenue Bonds, Series 1960" are hereby authorized to be issued in the aggregate principal amount of not exceeding One Million Three Hundred Seventy Thousand Dollars ($1,370,000), for the purpose of financing the cost of the construction and aequisition of the extensions, additions and improvements to the Water System of the City, as provided in Section 1.03 hereof. Section 2.02. DESCRIPTION OF BONDS. The Bonds shall be dated December l, 1960; shall be in the denomination of $1,OO0 each; shall be numbered from I to 1,370, both inclusive; shall bear interest at a rate or rates not exceeding the legal rate, payable semi-annually on June i and December I of each year, and shall mature on June 1 of each year as follows: Ye.a.r Amount Year Amount 1962 $ 5,000 1963 10,0OO 196& 10,000 1965 lO, OOO 1966 lO, 000 1967 lO, 0OO 1968 15, 0OO 1969 15,000 1970 15, OOO 1971 15,0OO 1972 15,000 1973 $ 20,O00 1974 30, CO0 1975 30, OOO 1976 30,000 1977 50,000 1978 50,000 1979 30,000 1993 1,000,000 The Bonds naturing in the years 1962 to 1971, both inclusive, shall not be redeemable prior to maturity. The Bonds maturing in the years 1972 to 1979, both inclusive, and in the year 1993, shall be redeemable prior to maturity, at the option of the City, as a whole from any legally available funds, on any interest payment date on or after June l, 1971, at ths price of par plus accrued interest plus the following premiums, expressed in percentages of the par value thereof, if redeemed in the following years: -8- Year Premium 1971 or 1972 4 1/~g 1973 or 197~ ~ % 1975 or 1976 3 1/2% 1977 or 1978 3 % 1979 or 1980 2 1/2% Premium 1981 2 1982 i 1/2% 1983 i % 198~ or thereafter 1/2% The Bonds maturing in the year 1993 shall also be redeemable in part by lot, at the option of the City, but only from the pledged revenues, on any interest payment date on or after June 1, 1967, at the price of par plus accrued interest plus the following premiums, expressed in percentages of the par value thereof, if redeemed in the following years: Year Premium Year Premium 1967 ~ % 1968 3 t/2% 1969 3 1970 2 1/2% 1971 2 % 1972 i 1/2% 1973 1 % 197~ or thereafter 1/2% Notice of any such redemption shall be published at least once at least thirty (30) days prior to the date fixed for redemption, in a financial paper published in the City of New York, New York. Interest shall cease on any of said Bonds duly called for prior re- demption if payment of the redemption price has been duly made or provided for. Said Bonds shall be issued in coupon form, shall be payable with respect to both principal and interest at or, at the option of the holder, at , in lawful money of the United States of America, and shall bear interest from their date, payable in accord- ance with and upon surrender of the appurtenant interest coupons as they severally mature. Section 2.03. (A) EXECUTION OF BONDS AND COUPONS. Said Bonds shall be executed in the name of the City by the Mayor, and its corporate seal, or a facsimile thereof, shall be affixed thereto or impressed, imprinted, lithographed or reproduced thereon and attested by the City Clerk. The manual signatures of said Mayor -9- and City Clerk shall be affixed on said Bonds and on the validation legend appearing thereon. In case one or more of the officers who shall have signed or sealed any of the Bonds shall cease to be such officer of the City before the Bonds so signed and sealed shall have been actually sold and delivered, such Bonds may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office. Any Bond may be signed and sealed on behalf of the City by such person as at the actual time of the execution of such Bond shall hold the proper office in the City, although at the date of such Bonds such person may not have held such office. The coupons to be attached to the Bonds shall be authenticated with the manual signatures of the present or any future Mayor and City Clerk of said City, and the City may use for that purpose the manual signature of any person who shall have been such ~yor or City Clerk at any time on or after the date of the Bonds, notwith- standing that he may have ceased to be such Mayor or City Clerk at the time when such Bonds shall be actually sold and delivered. (B) NEGOTIABILITY AND REGISTRATION. The Bonds shall be, and have all the qualities and incidents of negotiable instruments under the law merchant and the Negotiable Instruments Law of the State of Florida, and each successive holder, dn accepting any of said Bonds or the coupons appertaining thereto, shall be conclusively deemed to have agreed that such Bonds shall be, and have all of the qualities and incidents of negotiable instruments under the law merchant and the Negotiable Instruments Law of the State of Florida, and each successive holder shall be conclusively deemed to have agreed that said Bonds shall be incontestable in the hands of a bona fide holder for value in the manner provided hereinafter in the form of said Bonds. The Bonds may be registered at the option of the holder as to principal only, or as to both principal and interest, at the office of the City Clerk of the City, such registration to be noted on the back of said Bonds in the space provided therefor. After such registration as to principal only, or both principal and interest, no transfer of the Bonds shall be valid unless made at said office by the registered owner, or by his duly authorized agent or representa- tive and similarly noted on the Bonds, but the Bonds may be discharged from registration by being in like manner transferred to bearer and thereupon transferability by delivery shall be restored. At the option of the holder the Bonds may thereafter again from time to time be registered or transferred to bearer as before. Such registration as to principal only shall not affect the negotiability of the coupons which shall continue to pass by delivery. Section 2o0~o BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case any Bond shall become mutilated or be destroyed, stolen or lost, the City may in its discretion issue and deliver a new Bond with all unmatured coupons, if any, so mutilated, destroyed, stolen or lost in exchange and substitution for such mutilated Bond, upon surrender and cancellation of such mutilated Bond and attached coupons, if any, or in lieu of and substitution for the Bond and attached coupons, if any, destroyed, stolen or lost, and upon the holder furnishing the City proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the City may prescribe and paying such expenses as the City may incur. All Bonds and coupons so surrendered shall be cancelled by the City Clerk and held for the account of the City. If any such Bond or coupon shall have matured or be about to mature, instead of issuing a substituted Bond or coupon, the City may pay the same, upon being indemnified as aforesaid, and if such Bond or coupon be lost, stolen or destroyed, without surrender thereof. Any such duplicate Bonds and coupons issued pursuant to this section shall constitute original, additional Contractual obligations on the part of the City, whether or not the lost, stolen or destroyed Bonds or coupons be at any time found by anyone, and such duplicate Bonds and coupons shall be entitled to equal and proportionate benefits and rights as to lien on and source and security for payment from the revenues of the Water System pledged herein with all other Bonds and coupons issued hereunder. Section 2.05. FORM OF BONDS AND COUPONS. The text of the Bonds and coupons shall be of substantially the following tenor, with such omissions, insertions and variations as may be necessary and desirable and authorized or permitted by this resolution or any subsequent ordinance or resolution adopted prior to the issuance thereof: No. UNITED STATES OF AMERICA $1,000 STATE OF FLORIDA COUNTY OF PALM BEACH CITY OF BOYNTON BEACH WATER REVENUE BOND, SERIES 1960 KNOW ALL MEN BY THESE PRESENTS that the City of Boynton Beach, Florida, 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 June, 19 , from the revenues hereinafter mentioned, the principal sum of THOUSAND OOLLA S ($4 000) with interest thereon at the rate of per centum ( %) per annum, payable semi-annually on the 1st day of June and the 1st day of December 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 in the aggregate principal amount of $1,370,000 of like date, tenor and effect, except as to number, interest rate and date of maturity, issued to finance the cost of the construction and acquisition of additions, extensions and improvements to the Water System of the City of Boynton Beach, under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 2~398, Laws of Florida, Acts of 1947, as amended and supplemented, and other applicable provisions of law, and a resolution duly adopted by the City Council of the City on the day of 1965, and is subject to all the terms and conditions of said resolution. The Bonds, and the coupons appertaining thereto, are payable solely from and secured by a lien upon and pledge of the net revenues derived from the operation of the Water System of the City of Boynton Beach in the manner provided in the resolution authoriz- ing this issue of Bonds. The Bonds maturing in the years 1972 to 1979, both inclusive, and in the year 1993, shall be redeemable prior to maturity~ at the option of the City, as a whole from any legally available funds, on any interest payment date on or after June l, 1971, at the price of par plus accrued interest plus the following premiums, expressed in percentages of the par value thereof, years: if redeemed in the following Year Pre.mium Yea~ Premium 1971 or 1972 & 1/2% 1981 2% 1973 or 197~ ~% 1982 1 1/2% 1975 or 1976 3 1/2% 1983 1% 1977 or 1978 3% 198~ or 1979 or 1980 2 1/2% thereafter 1/2% The Bonds maturing in the year 1993 shall also be redeemable in part by lot, at the option of the City, but only from the pledged revenues, on any interest payment date on or after June 1, 1967, at the price of par plus accrued interest plus the following premiums, in percentages of the par value thereof, if redeemed in the years: expressed following Year 1967 1968 1969 1970 1971 Premium Year Premium 3% 197~ or 2 1/2% thereafter 1/2% A notice of any such redemDtion shall be published at least once, at least thirty (30) days prior to the redemption date, in a financial paper Published in the City of New York, New York, and interest will cease on any of said Bonds duly called for prior redemption if payment of the redemption price has been duly made or provided for. The lien of the holders of the Bonds of the issue of which this Bond is one on the revenues derived from the operation of the Cityts Water System is Junior, subordinate and inferior in all respects as to lien on and source and security for payment from such revenues to the lien thereon of the holders of the out- standing bonds of an original issue of $2&~,0OO Water Revenue Bonds, dated December l, 1950, heretofore issued by the City (hereinafter called "Outstanding Bonds"), and to the lien on a portion of such revenues of certain non-interest bearing reftmding agreements entered into by the City with various contractors (hereinafter called "Out- standing Contractors' Refunding Agreements'P). This Bond does not constitute an indebtedness of the City of Boynton Beach within the meaning of any constitutional, statutory or charter provision or limitation, and it is expressly agreed by the 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 said City for the payment of the principal of and interest on this Bond or the making of any sinking fund, reserve or other payments provided for in the resolution authorizing this issue of Bonds. It is further agreed between the City of Boynton Beach and the holder of this Bond that this Bond and the obligation evidenced thereby shall not constitute a lien upon the City's Water System, or any part thereof, or on any other property of or in the City of Boynton Beach, but shall constitute a lien only on the net revenues derived from the operation of said Water System, in the manner provided in said resolution. The City in said resolution has covenanted and agreed with the holders of the Bonds of the issue of which this Bond is one to fiE, establish, maintain and collect rates, fees, rentals or other charges for the services and facilities of the City,s Water Sy~tem~ -15- 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 said Water System, one hundred twenty-five per centum of the maximmm debt service requirement for the Bonds of the issue of which this Bond is one, the Outstand- ing Bonds and the Outstanding Contractors~ Refunding Agreements, and that such rates, fees, rentals or other charges shall not be reduced so as to be insufficient to provide adequate revenues for such p~poses; and said 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 said resolution. It is hereby certified and recited that all acts, condi- tions and things required to exist, to happen and to be performed 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 this Bond, and of the'issue of Bonds of which this Bond is one, does not violate any constitutional, statutory or charter limitations or provisions. This Bond, and the coupons appertaining thereto, is, and has all the qualities and incidents of, a negotiable instrument under the law merchant and the Negotiable Instruments Law of the State of Florida, and the original holder and each successive holder of this Bond, or of the coupons appertaining thereto, shall be conclusively deemed by his acceptance thereof to have agreed that this Bend and the coupons appertaining thereto shall be and have all the qualities and incidents of negotiable instruments under the law merchant and the Negotiable Instruments Law of the State of Florida. The original holder and each successive holder of this Bond, and of the coupons appertaining hereto, shall be conclusively deemed to have agreed and consented to the following terms and conditions: (a) Title to this Bond, unless registered as herein provided, and to the annexed interest coupons may be transferred by delivery in the manner provided for negotiable instrtm~nts pay- able to bearer in the law merchant and the Negotiable Instruments Law of the State of Florida; (b) Any person in possession of this Bond, uuless registered as herein provided, or of the interest coupons hereunto appertaining, regardless of the manner in which he shall have acquired possession hereof, is hereby authorized to represent himself as the absolute owner hereof, and is hereby granted power to transfer absolute title hereto by delivery hereof to a bona fide purchaser, that is, to anyone who shall purchase the same for value (present or antecedent) without notice of prior defenses or equities or claims of ownership enforceable against his transferror; every prior taker or owner of this Bond, unless registered as herein provided, and of the annexed interest coupons, waives and renounces all of his equities and rights herein in favor of every such bona fide purchaser, and every such bona fide purchaser shall acquire absolute title hereto and to all rights represented hereby; and (c) The City of Boynton Beach, Florida, may treat the bearer of this Bond, uuless registered as herein provided, or of the interest coupons hereunto appertaining, as the absolute owner hereof for all purposes without being affected by any notice to the contrary. This Bond may be registered as to principal only, or as to both principal and interest, in accordance 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 the manual signature of its Mayor, and the corporate seal of said City or a facsimile thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon and attested by the manual signature of its City Clerk, and has caused the interest coupons hereto attached to be executed with the manual signatures of the said Mayor and City Clerk, all as of the 1st day of December, 1960. CITY OF BOYNTON BEACH, FLORIDA (Seal) Att e st Mayor City Clerk No. FORM OF COUPON $ On the 1st day of , 19 , the City of Boynton Beach, Florida, will pay to the bearer at , or at the option of the holder, at from the revenues described in the Bond to which this coupon is attached, the sum of dollars ($ ), in lawful money of the United States of America, upon presentation and surrender of this coupon, being six months interest then due on its Water Revenue Bond, Series 1960, dated December l, 1960, No. . CITY OF BOYNTON BEACH, FLORIDA Mayor (To be inserted in coupons maturing after callable date ) "Unless the Bond to which this coupon is attached shall have been previously duly called for prior redemption and payment thereof duly made or provided for." VALIDATION CERTIFICATE This Bond is one of a series of Bonds which were validated and confirmed by decree of the Circuit Court of the Fifteenth Judicial Circuit of the State of Florida, in and for Palm Beach County, ren- dered on the day of , 1961. Mayor City Clerk PROVISION FOR REGISTRATION This Bond may be registered in the name of the holder on the books to be kept by the City Clerk as Registrar, or such other Registrar as may hereafter be duly appointed, as to principal only, such registration being noted hereon by such Registrar in the registra- tion blank below, after which no transfer shall be valid unless made on said books by the registered holder or attorney duly authorized and similarly noted in the registration blank below, but it may be discharged from registration by being transferred to bearer, after which it shall be transferable by delivery, 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, but the coupons may be surrendered and the interest in which event the Registrar that this Bond is registered thereafter the interest will made payable only to the registered holder, shall note in the registration blank below as to interest as well as principal, and be remitted by mail to the registered holder. With the consent of the holder and of the City of Boynton Beach, this Bond, when converted into a Bond registered as to both principal and interest, may be reconverted into a coupon Bond and again converted into a Bond registered as to both principal and interest as hereinabove provided. Upon reconversion of this Bond, when registered as to princi- pal and interest into a coupon Bond, coupons representing the interest to accrue upon the Bond to date of maturity shall be attached hereto by the Registrar and the Registrar shall note in the registration blank below whether the Bond is registered as to principal only or payable to bearer. DATE OF IN WHOSE NAME E~TENT OF SIGNATURE ..REGISTRATION ~REGISTERED REGISTRATION OF REGISTRAR ARTICLE III COVENANTS, REVENUES, FUNDS A~D APPLICATION THEREOF Section 3.O1. BONDS NOT TO BE INDEBTEDNESS OF THE CITY. Neither the Water Revenue Bonds, Series 1960, nor coupons appertain- ing thereto, shall be or constitute an indebtedness of the City within the meaning of any Constitutional, statutory or charter limitation of indebtedness, but shall be payable solely from the net revenues derived from the operation of said Water System as herein provided. No holder or holders of any Bond issued hereunder, or of any coupon appertaining thereto, shall ever have the right to compel the exercise of the ad valorem taxing power of the City, or taxation in any form of any real property therein to pay said Bonds or the interest thereon. Section 3.02. BONDS SECURED BY PLEDGE OF REVENUES° The payment of the debt service of all of the Bonds issued hereunder shall be secured forthwith equally and ratably by a lien on and pledge of the net revenues derived from the operation, of the Water System° The net revenues derived from the Water System, in an amount sufficient to pay the principal of and interest on the Bonds herein authorized, and to make the payments provided for in this resolution, are hereby irrevocably pledged to the payment of the principal of and interest on the Bonds herein authorized, as the same become due; provided, however, that before the revenues derived from the operation of the City, s Water System are used and applied as in this resolution provided, such revenues shall first be used for the payment of the principal of and interest on the Outstanding Bonds as the same mature and become due and for the making of all sinking fund, reserve and other payments provided for in the resolution which authorized the issuance of the Outstanding Bonds, and for the making of the principal payments required to be made pursuant to, and on account of, said Outstanding Contractors~ Refunding Agreements. The lien of the holders of the Bonds issued pursuant to this resolution on the revenues derived from the operation of the City, s Water System is junior, subordinate and inferior in all respects as to lien on and' source and security for payment from such revenues to the lien thereon of the holders of the Outstanding Bonds, and of the Outstanding Contractors Refunding Agreements. Section 3°03. APPLICATION OF BOND PROCEEDS. All moneys received from the sale of any or all of the Bonds issued pursuant to this resolution shall be deposited by the City with (a Trustee to be named by the successful purchaser of the Bonds with the approval of the City Council), as Trustee, in a trust fund to be known as the ~Construction Trust Fund" which is hereby created. The City and said (Trustee to be named) shall enter into a Construction Trust Fund Agreement concerning the application of said fund, said agreement to be in a form to be hereafter determined by resolution. Said agree- ment shall provide, among other things, that no withdrawals shall be made from said Construction Trust Fund, except for legal and engineer- lng expenses, interest maturing on the Bonds prior to, during, and for six months after the completion of said improvements, fees of fiscal or financial agents, and expenses in connection with the issuance and sale of the Bonds authorized by this resolution, without the written approval of the Consulting Engineers and only upon receipt by said Trustee of a written requisition executed by the general manager or other duly authorized official in charge of the Water System specifying the purpose for which such withdrawal is to be made. If for any reason the moneys in said fund, or any part there- of, are not necessary for, or are not applied to the purposes pro- vided in this resolution, then such unapplied proceeds shall be deposited by the Trustee, upon certification of the Consulting Engineers that such surplus proceeds are not needed for the pur- poses of the Construction Trust Fund, in the Reserve Account in the Sinking Fund to be established pursuant to this resolution, and shall be used only for the purposes therein provided. All of the Droceeds of the sale of the Bonds shall be and -22- constitute trust funds for the purposes hereinabove provided and there is hereby created a lien upon such moneys, until so applied, in favor of the holders of the Bonds. The moneys deposited in the Construction Trust Fund may, pending their use for the purposes pro- vided in this resolution, be temporarily invested in direct obliga- tions of the United States of America, maturing not later than twelve months after the date of purchase thereof. Section 3.0~. COVENANTS OF THE CITY. So long as any of the principal of or interest on any of the Bonds shall be outstand- ing and unpaid, or until there shall have been set apart in the Sink- ing Fund hereinafter established a sum sufficient to pay, when due, the entire principal of the Bonds remaining unpaid, together with interest accrued and to accrue thereon, the City covenants with the holders of any and all of the Bonds issued pursuant to this resolu- tion as follows.. (A) That the City will fix, establish, maintain and collect rates, fees, rentals or other charges for the services and facilities of the City,s Water System, and revise the same from time to time whenever necessary, as will always provide funds in each year sufficient to pay, and out of said funds shall pay, all costs of opera- tion and maintenance of said Water System, one hundred twenty-five per centum of the maximum debt service requirement for the Bonds, the Outstanding Bonds and the Outstanding Contractors Refunding Agree- ments, 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. (B) REVENUE FUND. That the entire Gross Revenues derived from the operation of the Water System shall upon receipt thereof, be deposited in a special fund in a bank or trust company in the State of Florida which is eligible under state laws to receive de- posits of state and municipal funds, which fund is hereby created and established and designated as the 'Water System Revenue Fund" -23- (hereinafter called "Revenue Fund"). Said Revenue Fund shall con- stitute a trust fund for the purposes provided in this resolution and shall be kept separate and distinct from all other funds of the City and used only for the purposes and in the manner provided in Section 3.04 (D). (C) OPERATION AND MAINTENANCE. That it will maintain in good condition said Water System and all parts thereof, and will operate the same in an efficient and economical manner, making such expenditures for equipment and for renewal, repair and replacement as may be proper for the economical operation and maintenance thereof. (D) DISPOSITION OF REVENUES. That all revenues at any time remaining on deposit in the Revenue Fund shall be disposed of only in the following manner and order of priority: (1) Revenues shall be used first for the payment of all current Operating Expenses of the Water System as herein defined. (2) Revenues shall ne~t be used to make the payments to the Sinking Fund, including the Reserve Account therein, re- quired by the resolution which authorized the issuance of the Out- standing Bonds, and to make the principal payments required to be made pursuant to, and on account of, said Outstanding Contractors9 Refunding Agreements. (3) Thereafter all revenues remaining on deposit in the Revenue Fund shall be deposited in a special fund to be held by (Trustee to be named), as Trustee, which fund is hereby created and designated as the "1960 Water Revenue Bond Fund'~ (hereinafter called "Bond Fund'S). Said Bond Fund shall constitute a trust fund for the purposes provided in this resolution, and shall be held by said Trustee under a trust agreement in such form as shall hereafter be determined by resolution of the City Council and entered into be- tween the City and said Trustee. All moneys at any time remaining on deposit in the Bond Fund shall be disposed of by the Trustee only in the following manner and order of priority: (a) ~neys on deposit in the Bond Fund shall first be us- ed for deposit in a fund to be under the administration and control of the Trustee, to be known as the "Sinking Fund~, which is hereby creat- ed and established, and the Trustee shall apportion, set apart and deposit in an account in said Sinking Fund to be known as the "Princi- pal and Interest Account", which is hereby created and established, on the fifteenth (15th) day of each month in each year, beginning with the fifteenth (15th) day of the first full calendar month following the date on which any or all of the Bonds are delivered to the purchaser thereof, an amount equal to one-sixth (1/6) of the interest which will mature and become due on said Bonds on the next semi-annual interest payment date; provided, however, that in the event the period to elapse between the date of delivery of the Bonds and the next semi-annual in- terest payment date will be less than six months then such monthly payments shall be increased sufficiently to provide the required amount maturing on said next interest payment date; and provided further that interest on the Bonds accruing prior to, during and for six (6) months after the completion of construction and acquisition of the improve- ments herein authorized may be paid from the Construction Trust Fund to the extent that the revenues derived from said Water System pledged herein are insufficient therefor; and on the fifteenth (15th) day of each month in each year, beginning with December I5, 1961, an amount equal to one-twelfth (1/12) of the principal which will mature and be- come due on the Bonds maturing in the years 1962 to 1979, both inclu- sive, on the next principal maturity date. (b) Thereafter, the Trustee shall apportion and set apart out of the Bond Fund and deposit in an account in said Sinking Fund to be known as the '~eserve Account'~, which is hereby created and established, on the fifteenth (15th) day of each month in each year, beginning with the first full calendar month following the date on which any or all of the Bonds are delivered to the purchaser thereof, an amount equal to one-twelfth (1/Lq) of twenty per centum (20%) of the maximum debt service requirement for the Bonds in any succeeding year. -25- Any withdrawals from the Reserve Account shall be sub- sequently restored from the first revenues available therefor after all current payments pursuant to clauses (a) and (b) above, includ- ing any deficiencies for prior payments have been made in full. The Trustee shall not be required to make any further payments into said Reserve Account when there has been deposited therein and so long as there shall remain therein a sum equal to the maximum debt service requirement for the Bonds in any succeeding year. For the purposes of this clause (b), maximmm debt service requirement for the Bonds in any succeeding year shall mean the max- imum amounts required to be deposited in any succeeding year into the Sinking Fund pursuant to clause (a) of this subsection and into the Bond Redemption Account pursuant to clause (c) of this subsection. Moneys in the Reserve Account shall be used only for the purpose of paying maturing principal and interest on the Bonds and for making the deposits into the Bond Redemption Account, in each y~ar, to the extent that funds otherwise deposited in the Sinking Fund are insufficient therefor and for no other purpose, except that said moneys may be invested and reinvested as provided for herein. The Trustee shall not be required to make any further pay- ments into the Sinking Fund when the aggregate amount of funds on deposit in the various accounts in said Sinking Fund are at least equal to the aggregate principal amount of Bonds issued pursuant to this resolution then outstanding, plus all interest accrued or to ac- crue on said Bonds then outstanding, or when all Bonds then outstand- ing shall have been previously duly called for prior redemption and sufficient funds have been irrevocably placed in trust for the payment of such Bonds then outstanding, including interest accrued thereon and redemption premium, if any. (c) Thereafter, the Trustee shall apportion and set apart out of the Bond Fund and deposit in an account in said Sinking Fund to be known as the "Bond Redemption Account", which is hereby created and established, on the fifteenth (15th) day of each month in each -26- year, beginning with December 15, 1978, an amount equal to one-twelfth (1/12) of the amount stated below to be accumulated for such year: Year Ending Annual Year Ending Annual December ~lst Amount December ~lst Amount 1979 $20,100 1987 ~' $71,355 1980 52,260 1988 74,370 1981 54,270 1989 77,385 1982 56,280 1990 80,400 1983 58,290 1991 84,420 1984 61,305 1992 1985 65,325 1993 92,460 1986 68,340 The moneys in said Bond Redemption Account shall be used solely for the purchase or redemption of Bonds. The Trustee may at any time purchase any of said Bonds at prices not greater than the then redemption price of said Bonds or, if the Bonds be not then redeemable prior to maturity, at prices not greater than the redemp- tion price of such Bonds on the next ensuing redemption date, and the Trustee shall, to the extent of any moneys in said Bond Redemp- tion Account on the twentieth (20th) day of September in each year, be obligated to use such moneys for the redemption prior to maturity of Bonds on the next December lst; provided, that the Trustee shall not be so obliged to redeem bonds prior to maturity unless and until there are sufficient moneys on deposit in the Bond Redemption Account to provide for the redemption of at least Ten Thousand Dollars ($10,OOO) principal amount of Bonds, at any one tine. (d) Thereafter, the Trustee shall apportion and set apart out of the Bond Fund and transfer to the City for deposit in a fund to be under the direct administration and control of the City and to be known as the '~enewal and Replacement Fund", on the fifteenth (15th) day of each month in each year, an amount equal to one twelfth (1/12) of five per centum (5%) of the gross revenues actually received from the operation of said Water System during the preceding twelve months, or such larger amount, determined to be necessary by the City Council. The funds on deposit in such Renewal and Replacement Fund shall be used only for the pur- pose of paying the cost of additions, extensions or improvements to, or the replacement of capital assets of the Cityts Water -27- System, or any part thereof; provided, however, that upon the certification by the City Council that funds in said Re- newal and Replacement Fund are not needed for such purposes, such excess funds shall be deposited by the City in the Bond Redemption Account and used and applied in the same manner as other moneys on deposit therein; provided, further, however, that if at any time moneys in the Bond Fund are insufficient to make the deposits provided to be made into the various accounts in the Sinking Fund, moneys on deposit in the Renewal and Replacement Fund shall be withdrawn therefrom and deposited by the City in the various accounts in the Sinking Fund, in the order of priority above set forth, to the extent of any deficiencies in said various accounts. (e) If on any monthly payment date, the revenues are in- sufficient to place the required amount in any of the accounts or funds above provided, the deficiency shall be made up on the subse- quent payment dates in addition to the payments which would otherwise be required to be made into such accounts or funds on the subsequent payment dates. (f) Thereafter, any moneys remaining on deposit in the Bond Fund on the twentieth (20th) day of each month in each year, after all current payments pursuant to clauses (a), (b), (c) and (d) of this subsection have been made in full on the preceding fifteenth (15th) day of such month, shall be deemed surplus funds. On the twentieth (20th) day of each month in which there is a surplus, said surplus shall be returned by the Trustee to the City to be used for any lawful System purpose, or upon direction by the City shall be retained by the Trustee to be used for the purchase or redemption of Bonds authorized by this resolution. (4) All special funds set up and created by this resolu- tion shall constitute trust funds for the purposes provided herein for such funds. All of such funds shall be continuously secured in the same manner as State and municipal funds are required to be secured by the laws of the State of Florida° Moneys on deposit in the Revenue Fund and in the Bond Fund shall not be invested at any time. Moneys on deposit in the Sinking Fund (except the Reserve Account therein) may be invested and re- invested by the Trustee only in direct obligations of the United States of America maturing not later than the dates on which the moneys in the accounts therein will be needed for the purposes of said account. The moneys in the Reserve Account in the Sinking Fund and in the Renewal and Replacement Fund may be invested and reinvested only in direct obligations of the United States of America o (E) SALE OF THE WATER SYSTEM° That the Water System may be sold, mortgaged, leased or otherwise disposed of only as whole or substantially as a whole, and only if the net proceeds to be realized shall be sufficient fully to retire all of the Bonds issued pursuant to this resolution, and all interest thereon to their respective dates of maturity or earlier redemption date. The proceeds from such sale, mortgage, lease or other disposition of said Water System shall immediately be deposited in the Sinking Fund and shall be used only for the purpose of paying the principal of and interest on the Bonds issued pursuant to this resolution, as the sams shall become due, or the redemption of callable Bonds or the purchase of Bonds at a price not greater than the then redemption price thereof or if such Bonds be not then callable at a price not greater than the redemption price on the next ensuing redemption date. The foregoing provision notwithstanding, the City shall have and hereby reserves the right to sell, lease or otherwise dispose of any of the property comprising a part of the Water System hereafter determined in the manner provided herein to be no longer necessary, useful or profitable in the operation thereof. Prior to any such sale, lease or other disposition of said property, if the amount to be received therefor is not in excess of $1,000.00, the duly authorized officer in charge of such Water System shall make a find- ing in writing determining that such property comprising a part of such Water System is no longer necessary, useful or profitable in the operation thereof, and such proceeds shall be deposited in the Renewal and Replacement Fund, and used only as provided herein for such Fund. If the amount to be received from such sale, lease or other disposi- tion of said property shall be in excess of $1,000.00, but not in excess of $100,000.00, the duly authorized officer in charge of such Water System shall first make a finding in writing determining that such property comprising a part of such Water System is no longer necessary, useful or profitable in the operation thereof, and the governing body of the City shall, by resolution duly adopted, approve and concur in the finding of such duly authorized officer, and author- ize such sale, lease or other disposition of said property. The pro- ceeds derived from any such sale, lease or other disposition of said property, in excess of $l,000.00 and not in excess of $100,000.00 shall be placed in the Bond Redemption Account in the Sinking Fund provided for in this resolution, and shall be used and applied in the same manner as other moneys on deposit therein. Such payment of such proceeds into the Bond Redemption Account or the Renewal and Replacement Fund shall not reduce the amounts required to be paid into said funds by other provisions of this resolution. No sale, lease or other disposition of the properties of the Water System shall be made by the City if the proceeds to be derived therefrom shall be in excess of $100,000.00 and insufficient to pay all of the principal of Bonds then outstanding and all interest thereon to their respective dates of maturity, without the prior approv- al and consent in writing of the holders or their duly authorized representatives of sixty-six and two-thirds per centum (66 2/3%) in amount of Bonds then outstanding. The City shall prepare the form of such approval and consent for execution by Bondholders, or their duly authorized representatives, which form shall provide for the dis- position of the proceeds of the sale, lease or other disposition of such properties of such Water System. Nothing hereinabove set forth in this subsection (E) shall be deemed to prejudice the rights of the holders of the Outstanding Bonds and the sale of any part of the Water System shall be subject to the terms and conditions of the resolution which authorized the issuance of said Outstanding Bonds. (F) ISSUANCE OF OTHER OBLIGATIONS PAYABLE OUT OF REVENUES. That the City will not issue any other obligations, except upon the conditions and in the manner provided herein, payable from the revenues derived from the operation of said Water System, nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or any other charge having priority to or being on a parity with the lien of the Bonds issued pursuant to this resolution and the interest thereon, upon any of the income and revenues of said Water System. Any other obligations issued by the City in addition to the Bonds authorized by this resolution or additional pari passu bonds provided for in Section 3.O~(L), shall contain an express statement that such obligations are Junior and subordinate in all respects to the Bonds issued pursuant to this resolution as to lien on and source and security for payment from the revenues of said Water System. (G) INSURANCE. That the City will carry such insurance as is ordinarily carried by private corporations owning and operating s~m~lar ut~.l~ties as the Water System with a reputable insurance carrier or carriers, including liability insurance, and insurance against loss or damage by fire, explosion, hurricane, earthquake, cyclone, occupancy or other hazards and risks, and said property loss or damage insurance shall ab all times be in an amount or amounts usually carried by private utility companies o~ning and operating similar enterprises. In the time of war, the City shall also carry, in said amount, such insurance as may be available against loss or damage by the risks and hazards of war. (H) BOOKS AND RECORDS. That the City will keep books and records of the Water System, which shall be separate and apart from all other books, records and accounts of the City, in which complete and correct entries shall be made in accordance with standard principles of accounting of all transactions relating to the Water System, and any holder of a Bond or Bonds issued pursuant to this resolution shall have the right at all reasonable times to inspect the Water System and all parts thereof, and all records, accounts and data of the City relating thereto. The City shall, at least once a year, cause the books, records and accounts of the Water System to be properly audited by a competent Certified Public Accountant of recognized standing, which audit shall include the number of users of the Water System and shall mail upon request, and make available, the report of said Certified P~blic Accountant at all reasonable times to any holder or holders of Bonds issued pursuant to this resolution, any taxpayer or citizen of said City, or any person receiving services from said Water System~ or anyone acting for a~ in behalf of such taxpayer, citizen or Bond- holder or Bondholders. The City shall also, at least once every three years, cause said Water System to be inspected by the Consulting Engineers, who shall make a written report of their inspection, and the City shall carry out all reasonable recommendations of such Consulting Engineers with respect to the operation and maintenance of said Water System and the construction or acquisition of additions, extensions and improvement s thereto. The Trustee shall, at least once a year, issue a written report to the City which report shall contain a record of all moneys received and disbursed by said Trustee, the numbers and principal amount of any Bonds and coupons paid during the preceding twelve months, the status of any investments made by said Trustee from the Funds maintained by it, and the balance remaining in each Fund maintained and administered by said Trustee. Promptly after the receipt of each such audit report, engineer?s report, or trustee~s report a copy thereof shall be mailed by the City to any Bondholder who shall have filed his address with the City and requested in writing that a copy of such reports be furnished him. (I) OPERATING BUDGET. That the City shall annually prepare and adopt by resolution of its governing body a detailed budget of the estimated expenditures for operation and mainten- ance of the Water System during the succeeding fiscal year as established by the City. No expenditures for the operation and maintenance of the Water System shall be made in any such fiscal year in excess of the amounts provided therefor in such budget with- out a written finding and recommendation by the general manager of such Water System or other duly authorized officer in charge thereof, which finding and recommendation shall state in detail the purpose of and necessity for such increased expenditures for the operation and maintenance of the Water System, and no such increased expenditures shall be made until the governing body of said City shall have approved such finding and recommendation by a resolution duly adopted. No -33- increased expenditures in excess of ten per centum (10%) of the amount of such budget shall be made except upon the further certifi- cate of the Consulting Engineers that such increased expenditures are necessary for the continued operation of said Water System. The City shall mail copies of such annual budget and all resolutions authorizing increased expenditures for operation and maintenance to any holder or holders of Bonds who shall file his address with the City and request in writing that copies of all such budgets and resolu- tions be furnished him or them, and shall make available such budgets and all resolutions authorizing increased expenditures for operation and maintenance of the Water System at all reasonable times to any holder or holders of Bonds issued pursuant to this resolution, or anyone acting for and in behalf of such Bondholder or Bondholders. (J) MAINTENANCE OF WATER SYSTEM~ That the City will main- tain said Water System in good condition and continuously operate the same in an efficient manner and at a reasonable cost. (K) SERVICES RENDERED TO TEE CITY ~R TOWN. That the City will not render or cause to be rendered any free services of any nature by its Water System, nor will any preferential rates be established for users of the same class; and in the event the City or the Tc~n of Ocean Ridge, er any department, agency, instrumentality, officer or employee of said City or Town, or any other municipality or political subdivision of the State of Florida shall avail itself or themselves of the facilities or services provided by said Water System, or any part thereof, the same rates, fees or charges applicable to other cus- tomers receiving like services under similar circumstances shall be charged said City or Town and any such department, agency, instrument- ality, officer or employee. Such charges shall be paid as they accrue, and the City or Town shall transfer from their general f~nds sufficient sums to pay such charges. The revenues so received shall be deemed to be revenues derived from the operation of the Water System, and shall be deposited and accounted for in the same manner as other revenues from such operation of the Water System. (L) ISSUANCE OF PARI PASSU ADD2TIONAL BONDS. That no pari passu additional Bonds, as in this subsection defined, payable pari passu with Bonds issued pursuant to this resolution out of the revenues of the Water System shall be issued after the issuance of any Bonds pursuant to this resolution, except upon the conditions and in the manner herein provided. Pari passu additional Bonds payable from the net revenues of the Water System may be issued by the City for the purpose of financing the construction and acquisition of additions, extensions and Improvements to the Cityts Water System, or for the con- struction or acquisition of a sewage disposal system, only if the average annual net revenues of the Water System during the immediately preceding twenty-four (2~) complete calendar months, or the net revenues of the Water System during the immediately preceding twelve (12) complete calendar months, whichever is the lesser, as certified by the Consulting Engineers, shall be equal to not less than one hundred forty per centum (140%) of the largest amount of principal and interest which will mature and become due in any succeeding year thereafter on: (1) the Bonds theretofore issued pursuant to this resolution, including any pari passu additio~! Bonds theretofore issued, then outstanding; (2) the pari passu additional Bonds proposed to be issued; and (3) any other obligmtions then outstanding payable frcm the net revenues of the Water System, including the Outstanding Bonds and Outstanding Contractors Refunding Agreements. In determining the amount of net revenues for the purposes of the above paragraph, the Consulting Engineers may adjust net revenues by adding thereto the following: (1) The net revenues (computed for such facility on the same basis as net revenues are computed for the Water System) of any water or sewer utility which the City might ~ave con- structed or acquired previous to the issuance of such pari passu additional Bonds or which the City shall be acquiring from proceeds of such pari passu additional Bonds, and which, in the case of the acquisition thereof, has been operating for a part of the same base period or periods; (2) In the event a change has been made in the rate schedules for services from the Water System prior to the issuauce of the proposed pari passu additional Bonds for a part of the same base period or periods and such change has resulted in an increase'in net revenues, seventy-five per cent (75%) of an estimate made by such Consulting Engineers of such additic~al net revenues for the same base period or periods. (3) In the event the City shall have combined or authorized the ccmbination of a sewer utility with the Water System and shall have established sewer rates or charges to be charged and collected from users of such sewer utility when service is rendered, seventy-five per cent (75%) of the net revenues estimated by the Consulting Engineers to be derived during the first twelve (12) months of operation from the proposed users of the sewer utility or part thereof to be financed by pari passu additional bonds which are then actual customers of the Water System of the City. If the City shall have constructed or acquired a sewage disposal system or part thereof and shall have combined, or shall authorize the combination of the same with its Water System, and shall pledge the net revenues from such sewage disposal system or part thereof to the payment of said pari passu additional Bonds proposed to be issued, then the term 'Water Systemf~ shall be deemed to include such sewage disposal system or part thereof so constructed or acquired and the revenues derived by the City frcm the operation of the same shall be deemed to be included in the revenues of said Water System. For the purpose of computing '~he largest amount of prin. cipal and interest maturing and becoming due in any succeeding year~, the amounts provided to be deposited in the Bond Redemption Account, in each year, pursuant to the provisions of this resolution or any resolution amendatory hereof or supplemental hereto for the purpose of paying the principal of term Bonds prior to maturity and for which no serial maturities have been provided shall be deemed to be serial maturities, and the amount of principal maturing in the year 1993 or in any other year for such term Bonds shall not be computed. For the purpose of this subsection (L), the phrase '~onds theretofore issued pursuant to this resolution., shall be deemed to include the $1,370,000 Bonds originally authorized to be issued pursuant -37- to this resolution, and also any additional pari passu Bonds thereto- fore issued under the conditions and in the manner provided in this subsection (L). The term, '~ari passu additional Bonds,,, as used in this subsection (L), shall be deemed to mean additional obligations evidenced by Bonds issued under the provisions and within the limitations of this subsection payable from net revenues of the Water System, as hereinbefore authorized, pari passu with Bonds originally authorized and issued pursuant to this resolution. Such Bonds shall be deemed to have been issued pursuant to this resolution the same as the Bonds originally authorized and issued pursuant to this resolution, and all of the covenants and other provisions of this resolution (except as to details of such Bonds evidencing such pari passu additional obliga- tions inconsistent therewith), shall be for the equal benefit, protec- tion and security of the holders of any Bonds originally authorized and issued pursuant to this resolution and holders of any Bonds evidenc- ing additional obligations subsequently issued within the limitations of and in compliance with this subsection° Ail of such Bonds regar~- less of the time or times of their issuance shall rank equally with respect to their lien on and source and security for payment from the net revenues of such Water System without preference of any Bonds or coupons over any other. The term, "pari passu additional Bonds", as used in this subsection (L), shall not be deemed to include bonds, notes, certifi- cates or other obligations subsequently issued, the lien of which on the revenues of the Water System is subject to the prior an~ superior lien on such revenues of Bonds issued pursuant to this resolution, and the City shall not issue any obligations whatsoever payable from the revenues of the Water System which rank equally as to lien on and source and sec~ity for payment from such revenues with Bonds issued pursuant to this resolution, except in the manner and under the conditions provided in this subsection (L). No pari passu additional Bonds, as in this subsecti~ (L) defined, shall be issued at any time, however, unless all of the payments into the respective funds provided for in this resolution on Bonds then outstanding, and all other sinking fund, reserve or other payments provided for in this resolution shall have been made in full to the date of issuance of said pari passu additional Bonds, and the City shall have fully complied with all the covenants, agree- ments and terms of this resolution. (M) REMEDIES. Any holder of Bonds or any coupons apper- taining thereto, issued under the provisions of this resolution, or any trustee acting for such Bondholders in the manner hereinafter provided, may either at /aw or in equity, by suit, action, mandamus or other proceeding in any court of competent Jurisdiction, protect and enforce any and all rights under the laws of the State of Florida, or granted and contained in this resolution and may enforce and compel the performance of all duties required by this resolution or by any applicable statutes to be performed by the City or by any officer thereof, including the fixing, charging and collecting of rates, fees, rentals or other charges for the services and facilities of the Water System. In the event that default shall be made in payment of the interest on or the principal of any of the Bonds issued pursuant to this resolution, as the same shall become due, or in the making of the reserve, sinking fund or other payments required to be made by this resolution, or in the event that the City or any officer, agent or employee thereof shall fail or refuse to comply with the provisions of this resolution, or shall default in any covenant made herein, and in the further event that any such default shall continue for a period of thirty (30) days, any holder of such Bonds, or any trustee appoint- ed to represent Bondholders as hereinafter provided, shall be entitled as of right to the appointment of a receiver of the Water System in ~ an appropriate Judicial proceeding in a court of competent Juris- diction, whether or not such holder or trustee is also seeking or shall hav~ sought to enforce any other right or exercise any other remedy in connection with Bonds issued pursuant to this resolution. The receiver so appointed shall forthwith, directly or by his agents and attorneys, enter into and upon and take possession of the Water System, and each and every part thereof, and shall hold, operate, maintain, manage and control such Water System, and each and every part thereof, and in the name of the City shall exercise all the rights and powers of the City with respect to the Water System as the City itself might do. Such receiver shall collect and receive all revenues and maintain and operate such Water System in the manner pro- vided in this resolution, and comply under the Jurisdiction of the court appointing such receiver, with all of the provisions of this resolution. Whenever all that is due upon Bonds issued pursuant to this resolution, and interest thereon, and under any covenants of this resolution for reserve, sinking fund or other funds, and uDon any other obligations and interest thereon having a charge, lien or encumbrance upon the revenues of the Water System, shall have been paid and made good, and all defaults under the provisions of this resolution shall have been cured and made good, possession of the Water System shall be surrendered to the City upon the entry of an order of the court to that effect. Upon any subsequen~ default, any holder of Bonds issued pursuant to this resolution, or any trustee appointed for Bondholders as hereinafter provided, shall have the right to secure the further appointment of a receiver upon any such subsequent default. Such receiver shall, in the performance of the powers hereinabove conferred upon h/m, he under the direction and supervision of the court making such appointment, shall at all times be subject to the orders and decrees of such court, and may be removed thereby and a successor receiver appointed in the discretion of such court. Nothing herein contained shall i/mit or restrict the Jurisdiction of such court to enter such other and further orders and decrees as such court may deem necessary or appropriate for the exercise by the receiver of any function not specifically set forth herein. Any receiver appointed as provided herein shall hold and operate such Water System in the name of the City and for the Joint protection and benefit of the City and holders of Bonds issued pursuant to this resolution. Such receiver shall have no power to sell, assign~ mortgage or otherwise dispose of any assets of any kind or character belonging or pertaining to such Water System, except as provided in Section 3.0~ (E) hereof, but the authority of such receiver shall he limited to the possession, operation and maintenance of the Water System for the sole purpose of the protection of both the City and said Bond- holders. The holder or holders of Bonds in an aggregate principal amount of not less than twenty-five per centum (25%) of Bonds issued under this resolution then outstanding may ~ A duly executed certifi- cate in writing appoint a trustee for holders of Bonds issued pursuant to this resolution, with authority to represent such Bondholders in any legalpreceedings for the enforcement and protection of the rights of such Bondholders. Such certificate shall be executed by such Bondholders or their duly authorized attorneys or representatives and shall he filed in the office of the City Clerk. (N) ENFORCEMENT OF COLT.W. CTION. That the City will dili- gently enforce and collect, or cause to be enforced and collected, all rates, fees, rentals or other charges for the services and facilities of the Water System, and take all steps, actions and proceedings for the enforcement and collection of such fees, rentals or other charges, which shall become delinquent to the full extent permitted or author- ized by the Act and by the laws of the State of Florida. The City further covenants and agrees that, to the extent permitted by law, it will discontinue, or cause the discontinuance of, the fUrnishing of water services and facilities to all delinquent users of said Water System ~ntil all delinquent water rates, fees, rentals or ~ther charges, together with reasonable interest and other penalties, have been fully paid and discharged, and shall adopt, or cause to be adopted, reasonable rules and regulations governing the discontinuance of water services to delinquent users of said Water System, including interest and penalties, and charges for the restora- tion of water services when all delinquent water rates, fees, rentals or other charges, together with interest and penalties, have been fully paid and discharged, in the manner provided hy the Act and by the laws of the State of Florida. Section 3.05° CC~SULTING KNGINEERS. That the City will retain Russell & Axon, Engineers, of St. Louis, Missouri, or other qualified and recognized engineers, to supervise the construction, acquisition and installation of the additions, extensions and improvements to the Water System authorized by this resolution; and after the com- pletion thereof the City will retain on an annual basis said Russell & Axon, Engineers, of St. Louis, Missouri, or other qualified and recognized engineers, to inspect and make an annual report of said Water System and the operation and management thereof, and to perform the duties relating thereto provided for in this resolution. Section 3.06. NO COMPETING SYSTEM. To the full extent permitted by law, the City'will not grant, or cause, consent to or allow the granting of, any franchise or permit to any person, firm, corporation or body, or agency or instrumentality whatsoever, for the furnishing of water services to or within the City of Boynton Beach. Section 3.07. MAINTENANCE OF FRANCHISE WITH TOWN OF OCEAN Rlq)GEo That the City will continue to maintain and perform the terms of the franchise with the Town of Ocean Ridge, and will not rescind, or consent to, or permit the rescission of, said franchise, or alter or modify, or consent to or permit the alteration or modification of, said franchise in any way which will materially and adversely affect the rights and security of the holders of Bonds issued pursuant to this resolution. ARTICLE IV MISCEI/ANEOUS PROVISIONS Section 4.0~. MODIFICATION OR AMENDMENT. No material modification or amendment of this resolution or of any ordinance or resolution amendatory thereof or supplemental thereto, may be made without the consent in writing of the holders of two-thirds or more in principal amount of the Bonds then outstanding; provided, how- ever, that no modification or amendment shall permit a change in the maturity of such Bonds or a reduction in the rate of interest thereon, or in the amount of the principal obligation or affecting the uncon- ditional promise of the City to fix, maintain and collect rates, fees, rentals and other charges for said Water System, or to pay the prin- cipal of and interest on the Bonds, as the same nature and become due, from the revenues of the Water System, or reduce such percentage of holders of such Bonds required above for such modifications or amend- ments, without the consent of the holders of such Bonds. Section 4.02. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions of this resolution should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly pro- hibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions, and shall in no way affect the validity of all the other provisions of this resolution or of the Bonds or coupons issued hereunder. Section 4.03. VALIDATION AUTHORIZED. That Gene Moore, Esquire, City Attorney, be and he is hereby authorized and directed to prepare and institute proceedings in the Circuit Court of the Fifteenth Judicial Circuit of Florida, in and for Palm Beach County, to validate and confirm the issuance of the Bonds authorized by this resolution and all proceedings and actions taken relating thereto. Section 4.04° ISSUANCE AND SALE OF BONDS. That said Bonds shall be issued and sold in such manner and at such price or prices consistent with the terms of this resolution and the Act as the City Council shall hereafter determine. Section 4.05. EFFECTIVE DATE. It is hereby found, declared and determined that the construction and acquisition of the additions, extensions and improvements to the Water System authorized herein is necessary for the immediate preservation of property, health and safety of the City of Boynton Beach, its citizens and inhabitants, and this resolution is hereby declared to be an emergency measure and shall take effect immediately upon it~ passage in the manner pro- vided by law. PASSED and ADOPTED this ~lth day of January A.D. ~961. StoL) ATTEST: City Cl~,~ CITY OF BOYNTON BEACH, FLORIDA Councilman Councilman Councilman