84-E RESOLUTION NO. 84-E
A RESOLUTION AUTHORIZING THE ISSUANCE
OF NOT EXCEEDING $50,000,000 WATER AND
SEWER UTILITY REVENUE BONDS OF THE CITY
OF BOYNTON BEACH, FLORIDA, FOR THE PUR-
POSE OF PROVIDING FUNDS, TOGETHER WITH
~NY OTHER AVAILABLE FUNDS, FOR PAYING
THE COST OF PAYING AT THEIR RESPECTIVE
MATURITIES OR REDEEMING THE OUTSTANDING
SIX SERIES OF WATER AND SE~ER REVENUE
BONDS OF THE CITY ISSUED PURSUANT TO
RESOLUTION NO. 64-FF, ADOPTED BY THE
CITY COUNCIL ON JULY 30, 1964, AS
SUPPLEMENTEDr AND ACQUIRING AND CON-
STRUCTING ADDITIONS, EXTENSIONS AND
I~ROVEMENTS TO THE CITY'S WATER AND
SEWER UTILITY; PROVIDING FOR THE ISSU-
ANCE OF ADDITIONAL WATER AND SEWER
UTILITY REVENUE BONDS OR THE INCURRENCE
OF INDEBTEDNESS TO THE STATE OF FLORIDA
TO PAY ALL OR PART OF THE COST OF
ADDITIONAL IMPROVEMENTS TO THE CITY'S
WATER AND SEWER UTILITY; PROVIDING FOR
THE PAYMENT OF SUCH BONDS AND THE INTEREST
THEREON FROM NET REVENUES OF THE CITY'S
WATER AND SEWER UTILITY AND THE EXTENT
PROVIDED HEREIN FROM IMPACT FEES; SETTING
FORTH THE RIGHTS AND REMEDIES OF THE HOLDERS
OF SUCH BONDS; PROVIDING SEVERABILITY; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, pursuant to the Constitution and laws of the
State of Florida and particularly the Charter of the City of
Boynton Beach, being Chapter 24398, Laws of Florida, Acts of
1947, as amended and supplemented (the "Charter"), the City
of Boynton Beach (.the "City") has heretofore issued six
series of revenue bonds of the City (hereinafter defined as
the Outstanding Bonds} for the purpose of acquiring and
constructing additions, extensions and improvements to the
Water and Sewer Utility (hereinafter defined) owned and
operated by the City; and
WHEREAS, the City is authorized pursuant to the Con-
stitution and laws of the State of Florida and particularly
Chapter 166, Florida Statutes, and the Charter to issue
revenue bonds of the City for the purposes of refunding the
Outstanding Bonds and paying the cost of acquiring and
constructing additions, extensions and improvements to the
Water and Sewer Utility; .and ~
WHEREAS, the City Council has determined and does
hereby determine that it is necessary at this time to pay at
their respective maturities or to redeem at selected redemp-
tion dates the Outstanding Bonds, including the interest
to accrue to such maturities and redemption dates and any
redemption premium for the purpose of adopting a resolution
to replace the 1964 Resolution (hereinafter defined) that
will contain terms and provisions that will better enable
the City to finance the future capital requirements of the
Water and Sewer Utility; and
WHEREAS, the City Council has further determined and
does hereby further determine that it is necessary at this
time to provide funds, together with other available funds,
to pay the cost of additions, extensions and improvements to
the Water and Sewer Utility provided for in the new master
plan; and
WHEREAS, the City Council has determined at this time
to authorize the issuance at one time or in series from time
to time of not exceeding $50,000,000 Water and Sewer Utility
Revenue Bonds of the City for the purpose of providing
funds, together with other available funds, for paying the
costs described in the preceding two preambles, such Revenue
Bonds to be secured by a pledge of the Net Revenues (as
hereinafter defined) of the Water ~and Sewer Utility and
by a pledge of Impact Fees (as hereinafter defined) to
the extent provided herein;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF BOYNTON BEACH, FLORIDA:
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ARTICLE I.
Definitions.
Section 101. Meaning of Words and Terms. In
addition to words and terms elsewhere defined in this
Resolution, the following words and terms as used in
this Resolution shall have the following meanings, unless
some other meaning is plainly intended:
"Accountant" shall mean the certified public account-
ants or firm of certified public accountants employed by
the City under the provisions of Section 705 of this Resolu-
tion to perform and carry out the duties imposed on the
Accountant by this Resolution.
"Additional Bonds" shall mean the Bonds issued at
any time under the provisions of Section 208 of this
Resolution.
"Annual Budget" shall mean the Annual Budget of Cur-
rent Expenses and Capital Expenditures adopted pursuant
to Section 503 of this Resolution.
"Annual Loan Payment" shall mean the total .amount
to be paid by the City pursuant to a State Loan in a
year representing principal to be repaid by the City
in such year and interest to be paid by the City on its
unpaid principal in such year.
"Bond Registrar" shall mean a bank or trust company,
either within or without the State of Florida, designated
as such by the City Council, which shall perform such
functions as Bond Registrar as are required by Article II of
this Resolution.
"Bonds" shall mean collectively the Bonds issued
under the provisions of Article II of this Resolution.
"Bond Service Account" shall mean the Bond Service
Account, a special account created and designated by
Section 505 of this Resolution.
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"Capital Expenditures" shall mean all expenditures
made for extensions, additions, improvements, renewals
and replacements (other than ordinary maintenance and
repairs) acquired, constructed or installed for the
purpose of preserving, extending, increasing or improving
the service rendered by the Water and Sewer Utility or
for reducing the cost of operation, and shall include the
cost of purchasing and installing such equipment and
appurtenances as may be necessary to meet ~he demands
upon the Water and Sewer Utility; it shall also include
the acquisition of such lands and rights-of-way and such
engineering, legal and administrative expenses as may be
required in connection with the foregoing.
"City" shall mean the City of Boynton Beach, Florida,
a municipal corporation organized and existing under the
laws of Florida.
"City Attorney" shall mean the City Attorney of the
City or the officer succeeding to his principal functions.
"City Clerk" shall mean the City Clerk of the City
or the officer succeeding to his principal functions.
"City Council" shall mean the City Council of the City
of Boynton Beach, or the board or body succeeding to its
principal functions.
"City Manager" shall mean' the City Manager of the
City or his designee or the officer succeeding to his
principal functions.
"Construction Fund" shall mean the Boynton Beach
Water and Sewer Utility Construction Fund, a special fund
created and designated by Section 401 of this Resolution.
"Consulting Engineers" shall mean the engineer or
engineering firm or corporation at the time employed by
the City under the provisions of Section 704 of this
Resolution to perform and carry out the duties imposed
on the Consulting Engineers by this Resolution.
"Cost", as applied to the Water and Sewer Utility,
the Project or any Improvements, shall mean the cost
of acquisition and construction and all obligations and
expenses and all items of cost which are set forth in
Section 403 of this Resolution.
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"County" shall mean Palm Beach County, Florida, a
political subdivision of the State of Florida.
"Current Exp~nses" shall mean the City's reasonable
and necessary current expenses of maintenance, repair and
operation of the Water and Sewer Utility and shall include',
without limiting the generality of the foregoing, all
ordinary and usual expenses of maintenance and repair,
which may include expenses not annually recurring, all
City administrative expenses and any reasonable charges
for pension or retirement funds properly chargeable to the
Water and Sewer Utility, insurance premiums, engineering
expenses relating to maintenance, repair and operation,
fees and expenses of Paying Agents, legal expenses, any
taxes which may be lawfully imposed on the Water and Sewer
Utility or its income or operations and reserves for such
taxes, and any other expenses required to be paid by the
City under the provisions of this Resolution or by law all
in accordance with the accrual method of accounting but
shall not include any reserves for extraordinary maintenance
or repair, (except to the extent provided under the Federal
Clean Water ACt, 33 U.S.C.A. 1251 et seq. and the regula-
tions promulgated thereunder width respect to certain equip-
ment replacement) or any allowance for depreciation, any
amortization charges, or any deposits or transfers to the
credit of the Sinking Fund, Loan Repayment Fund, the
Renewal and Replacement Fund, and the General Reserve
Fund.
"Daily Newspaper" shall mean a newspaper published
in the English language on at least five (5) business
days in each calendar week.
"Depositary" shall mean any bank or trust company
duly authorized by law to engage in the banking business
and designated by the City Council as a depositary of
moneys under the provisions of this Resolution.
"Director of Finance" shall mean the Director of
Finance of the City or his designee or the officer
succeeding to his principal functions.
"Escrow Agent" shall mean a bank or trust company
either within or without the State designated as Escrow
Agent in the Escrow Deposit Agreement and performing such
functions as are required by such Agreement.
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"Escrow Deposit Agreement" shall mean the Escrow
Deposit Agreement between the City and the Escrow Agent
pursuant to which a portion of the proceeds of the Bonds
initially issued under Section 207 of this Resol'ution
shall be held, invested and applied by the Escrow Agent
as provided in this Resolution and in such Agreement.
"Expansion Projects" shall mean the Project or any
portion thereof or any Improvements or any portion thereof
to be devoted to the oversizing, separating, expanding or
constructing of new additions to the Water and Sewer Utility
and which are designed to expand its capacity,
"Expansion Project Percentage" shall mean the Expan-
sion Project Percentage determined in accordance with the
procedures described in Section 514 of this ResOlution.
"Fiscal Year" shall mean the period commencing on
the first day of October and ending on the last day
of September of the following year as the same may be
amended from time to time to conform to the fiscal year
of the City.
"General Reserve Fund" shall mean the Boynton Beach
General Reserve Fund, a special fund created and designated
by Section 505 of this Resolution. ~
"Government Obligations" shall mean direct obliga-
tions of, or obligations the principal of and the interest
on which are guaranteed by, the United States of America.
"Impact Fee Fund" shall mean the Boynton Beach Impact
Fee Fund, a special fund created and designated by SeCtion
505 of this Resolution.
"Impact Fees" shall mean all nonrefundable (~except
at the option of the Cityl capital expansion fees, utility
improvement fees or other similar fees and charges separately
imposed by the City as a nonuser capacity charge for a
proportionate share of the cost of expanding, oversizing,
separating or constructing new additions to the Water and
Sewer Utility, including but without limitation the capital
facilities charges established by Ordinance No. 79-18,
adopted on June 19, 1979, as the same may be amended
from time to time, but only to the extent that any such
fee or charge may under applicable law be used to pay
debt service on one or more Series of Bonds issued under
this Resolution, and any income from %he investment of
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moneys in the Impact Fee Fund or any other moneys trans-
ferred to the Impact Fee Fund pursuant to Sections 407
and 602 of this Resolution.
"Improvements" shall mean such improvements, renewals
and replacements of the Water and Sewer Utility or any part
thereof and such extensions and additions thereto as may be
necessary or desirable, in the judgment of the City, to keep
the same in proper condition for the safe, efficient and
economic operation thereof and to integrate into the Water
and Sewer Utility any unit or part thereof, and shall
include such land, structures and facilities as may be
authorized to be acquired or constructed by the City under
the provisions of Florida law and such improvements, renewals
and replacements of .Such land, structures and facilities of
the Water and Sewer Utility and such extensions and additions
thereto as may be necessary~or desirable for continuous and
efficient service to the public, which shall be financed
from the proceeds of Bonds issued under the provisions of
this Resolution or the proceeds of any State Loan or from
moneys deposited to the credit of the Construction Fund,
the Renewal and Replacement Fund, the General Reserve Fund
or from any other source or such extensions and additions
thereto as may be added or received with or without consid-
eration.
"Interest Payment Date" means April 1 or October 1.
"Investment Obligations" shall mean (i) Government
Obligations, (ii~ bonds., debentures or notes issued by any
of the following Federal agencies: Banks for Cooperatives,
Federal Intermediate Credit Banks, Federal Home Loan Banks,
Export-Import Bank of the United States, Government National
Mortgage Association, Federal Land Banks, or the Federal
National Mortgage Association (!ncludingparticipation
certificates issued by such Association), (iii) all other
obligations issued or unconditionally guaranteed as to
principal and interest by an agency or person controlled or
supervised~by and acting as an instrumentality of the United
States Government pursuant to authority granted by the
Congress, (iv) full faith and credit obligations of any
state of the United States (other than obligations rated
lower than the three highest grades by a nationally recognized
rating agency,, (v) repurchase agreements with reputable
financial institutions fully secured by Government Obligations,
continuously having a market value at least equal to the
amount so invested subject to the foregoing be±ng permitted
investments of municipal funds under Florida law and (vi)
Time Deposits, secured by the foregoing.
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"Loan Repayment Fund" shall mean the Boynton Beach State
Pollution Control and Water Facilities Loan Repayment Fund,
a special fund created and designated by Section 505 of this
Resolution.
"Mandatory Amortization Requirements" shall mean
the moneys required to be deposited in the Mandatory Redemp-
tion Account for the purpose of redeeming and paying when
due any Mandatory Term Bonds issued pursuant to this Resolu-
tion, the specific amounts and times of such deposits to be
determined by the City Council in the resolution authorizing
the issuance of such Mandatory Term Bonds.
"Mandatory Redemption Account" shall mean the Mandatory
Redemption Account, a special account created and designated
by Section 505 of this Resolution.
"Mandatory Term Bonds" shall mean the Term Bonds of
any Series which the City Council determines in the resolu-
tion authorizing or providing for the issuance of such
Series shall be retired in accordance with Mandatory
Amortization Requirements.
"Mayor" shall mean the Mayor of the City or the
officer succeeding to his principal functions.
"Monthly State Loan Requirement" shall mean the
amount payable by the City in each month pursuant to
any State of Florida Loan Agreement entered into by the City
pursuant to the authority granted by Article VII, Section 14
of the Florida Constitution and Section 403.1834, Florida
Statutes or any legislation continuing such authority.
"Net Revenues" for any particular period shall mean
the amount of the excess of the Revenues for such period
over the Current ~Expenses for such period.
"Outstanding" shall mean, when used with respect
to the Bonds, all Bonds theretofore delivered except:
(a) Bonds paid or redeemed or delivered
to or acquired by the City Council for cancellation;
and
(b) Bonds deemed to have been paid in accord-
ance with Section 306 or Section 1101 of this Rem
solution.
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"Outstanding Bonds" shall mean collectively the presently
outstanding bonds of the City as follows: (a) Refunding
and Improvement Revenue Bonds, dated June 1, 1964, (b) Water
and Sewer Revenue Bonds, Series 1971, dated December 1,
1971, (c) Water and Sewer Revenue Bonds, Series 1974, dated
February 1, 1974, (d) Water and Sewer Revenue Bonds, Series
1975A, dated February 1, 1975, (e) Water and Sewer ReVenue
Bonds, Series 1975B, dated February 1, 1975 and (f) Water
and Sewer Revenue Bonds, Series 1978, dated February 1, 1978.
"Owner" shall mean the registered owner of any Bond
Outstanding.
"Principal and Interest Requirements" shall mean the
respective amounts which are required in each Fiscal Year
to provide
(a) for paying the interest on all such Bonds
then outstanding which is payable on April 1 in such
Fiscal Year and on October 1 in the following Fiscal
Year, and
(b) for paying the principal of all Serial
Bonds then outstanding which is payable on October
1 in the following Fiscal Year, and
(c) the Amortization Requirements, if any, for
all Term Bonds then outstanding for such Fiscal Year,
and
(d) the amount, if any, required to be deposited
in the Loan Repayment Fund in such Fiscal Year.
With respect to each Series of Bonds issued or to be issued
with a variable, adjustable, convertible or such interest
rate which is not fixed in percentage or which may be
payable as to principal on demand of the Owner, the assumed
rate of interest or term of the Bonds shall be as provided
for in the Series Resolution relating to such Series of
Bonds.
"Project" shall mean the additions, extensions and
improvements to be made to the Water and Sewer Utility from
the proceeds of the Bonds initially authorized to be issued
under the provisions of Section 207 of this Resolution as
described in the engineering report of the Consulting
Engineers required to be filed pursuant to Section 207 of
this Resolution.
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"Refunding Bonds" shall mean the Bonds issued at any
time under the provisions of Section 209 of this Resolu-
tion.
"Renewal and Replacement Fund" shall mean the Boynton
Beach Water and Sewer Utility Renewal and Replacement Fund
created and designated by Section 505 of this Resolution.
"Reserve Account" shall mean the Reserve Account, a
special account created and designated by Section 505 of
this Resolution.
"Reserve Account Requirement" shall mean the maximum
Principal and Interest Requirements on account of the Bonds
issued under the provisions of Article II of this Resolu-
tion in the current or any subsequent Fiscal Year, but
excluding any amount described in clause (d) of the defini-
tion of Principal and Interest Requirements in this Article.
"Reserve Account Deposit Requirement" shall mean (a) in
each of the sixty successive months beginning with the month
following the delivery of any Series of Bonds issued under
the provisions of Sections 208 or 209 of this Resolution,
the Reserve Account Requirement for which Series shall not
have been capitalized from the proceeds of such Bonds, an
amount equal to one-sixtieth (1/60) of the difference
between the amount on deposit in the Reserve Account prior
to the issuance of such Series of Bonds and the Reserve
Account Requirement to be in effect immediately following
the issuance of such Series of Bonds and (b) in each of the
twelve successive months beginning with the month following
any month in which any amount shall have been withdrawn from
the Reserve Account an amount equal to one-twelfth (1/12) of
the deficiency created by such withdrawal until such deficiency
is made up.
"Resolution" shall mean this Resolution as the same
may be amended or supplemented from time to time in accord-
ance with Article X hereof.
"Revenue Fund" shall mean the Boynton Beach Water and
Sewer Utility Revenue Fund, a special fund created and
designated by Section 504 of this Resolution.
"Revenues" shall mean all moneys, fees, charges and
other income received by the City or accrued to the City in
connection with or as a result of its ownership or operation
of the Water and Sewer Utility, including the income derived
by the City from the sale of water produced, treated or
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distributed by, or the collection, transmission, treatment
or disposal of sewage by the Water and Sewer Utility, any
proceeds of use and occupancy insurance on the Water and
Sewer Utility or any part thereof and income from invest-
ments made under this Resolution of moneys held in the
various Funds and Accounts created under Article V of
this Resolution, except Impact Fees, payments on special
assessments for water and sewer improvements, contribu-
tions in aid, connection charges and income from the
investment of moneys in the Construction Fund and the
Impact Fee Fund.
"Serial Bonds" shall mean the Bonds of a Series which
shall be stated to mature in annual installments and "Term
Bonds" shall mean the Bonds of a Series so designated in a
resolution of the City Council adopted prior to the issuance
of such Bonds.
"Series" shall mean the Bonds delivered at any one
time under the provisions of Sections 207~ 208 or 209 of
this Resolution.
"Series Resolution" shall mean the resolution of the City
Council that is adopted prior to the issuance of any Series
of Bonds under Sections 207, 208 and 209 of this Resolution.
The Series Resolution shall (a) determine the details of the
Bonds of such Series, including, among other things, the
date thereof, the rates of interest payable thereon, the
maturity dates thereof, the Amortization Requirements
therefor, the redemption provisions relating thereto,
and the Paying Agents therefor, (b) designate which Bonds
are Serial Bonds and which are Term Bonds, and (c) provide
for the application of the proceeds of the Bonds to which
such Series Resolution relates.
"Sinking Fund" shall mean the Boynton Beach Water and
Sewer Utility Revenue Bonds Interest and Sinking Fund,
a special fund created and designated by Section 505 of
this Resolution.
"State Loan" shall mean a loan from the State of
Florida to the City pursuant to any State of Florida
Loan Agreement entered into pursuant to the Authority
granted by Article VII, Section 14 of the Florida Con-
stitution and Section 403.1834, Florida Statutes, or any
legislation continuing such authority.
"Time Deposits" shall mean time deposits, certif-
icates of deposit or similar arrangements with any
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bank or trust company which is a member of the Federal
Deposit Insurance-Corporation and any Federal or State of
Florida savings and loan association which is a member of
the Federal Savings and Loan Insurance Corporation and
which are secured in the manner provided in Section 601
of this Resolution.
"Utility Rate Consultant" shall mean the person or
firm experienced in utility rate analysis at the time
employed by the City under the provisions of Section 704
of this Resolution.
"Water and Sewer Utility" shall mean, collectively,
the existing water treatment and distribution system and
wastewater collection and disposal system owned and operated
by the City, including the City's joint interest with the
City of Delray Beach, Florida, in the regional wastewater
treatment plant, together with the Project and any Improve-
ments.
"1964 Resolution" shall mean Resolution No. 64-FF,
adopted by the City Council on July 30, 1964, as supple-
mented from time to time by Resolution No. 71-RR, adopted
on December 7, 1971, Resolution No. 74-H, adopted on March
5, 1974, Resolution No. 75-A, adopted on January 6, 1975,
as amended and Resolution No. 78-UU, adopted on September
19, 1978.
Section 102. Words of the masculine gender shall be
deemed and construed to include correlative words of the
feminine and neuter genders. Unless the context shall
otherwise indicate, the words "Bond", "coupon", "owner",
"holder" and "person" shall include the plural as well as
the singular number, the word "person" shall mean any
individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated
organization or government or any agency or political
subdivision thereof, and the word "holder" or "bondholder"
when used herein with respect to Bonds issued hereunder
shall mean the holder or registered owner, as the case
may be, of Bonds at the time issued and outstanding here-
under.
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ARTICLE II.
Issuance of Bonds.
Section 201. Limitation of Issuance of Bonds. No
Bonds may be issued under this Resolution except in accor-
dance with the provisions of this Article. All covenants,
agreements and provisions of this Resolution shall be for
the equal benefit and security of all present and future
Bondholders without preference, priority or distinction as
to lien or otherwise, except as otherwise hereinafter
provided.
Section 202. Details of Bonds. The definitive Bonds
are issuable in fully registered form without coupons in
denominations of $1,000 or any whole multiple thereof.
Bonds shall be numbered consecutively from R-1 upwards.
Bonds of each Series shall be dated, shall bear interest
until their payment at a rate or rates not exceeding.the
maximum rate then permitted by law, such interest to the
respective maturities of the Bonds being payable semi-annually
on the first days of April and October in each year, shall
be stated to mature on October 1, and shall be subject to
redemption prior to their respective maturities, all as
provided in the Series Resolution for such Series. The
Bonds of each Series issued under the provisions of this
Article shall be designated "Boynton Beach Water and Sewer
Utility Revenue Bonds, Series ," in each case inserting an
identifying Series year and letter.
Each Bond shall bear interest from the Interest Payment Date
next preceding the date on which it is authenticated unless
it is (a) authenticated upon any Interest Payment Date in
which event it shall bear interest from such Interest
Payment Date or (b) authenticated prior to the first Interest
Payment Date in which event it shall bear interest from its
date; provided, however, that if at the time of authentica-
tion of any Bond interest is in default, such Bond shall
bear interest from the date to which interest has been
paid.
Both the principal of and the interest on the Bonds
shall be payable in any coin or currency of the United
States of America that is legal tender for the payment of
public and private debts on the respective dates of payment
thereof. The payment of interest on each Bond shall be made
by the Bond Registrar on each Interest Payment Date to the
person appearing on the registration books of the Bond
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Registrar as the Owner thereof by check mailed to the
Owner at such Owner's address as it appears on such regis-
tration books. The principal of Bonds shall be payable
at the principal office of the Bond Registrar. Payment
of the principal of Bonds shall be made upon the presenta-
tion and surrender of such Bonds as the same shall become
due and payable.
Section 203. Execution and Form of Bonds. The Bonds
shall be signed by, or bear the facsimile signatures of,
the Mayor and the City Clerkt and a facsimile of the official
seal of the City shall be imprinted on the Bonds. In case
any officer whose signature or a facsimile of whose signature
shall appear on any Bonds shall cease to be such officer
before the delivery of such Bonds, such signature or such
facsimile nevertheless shall be valid and sufficient for all
purposes the same as if he had remained in office until such
delivery, and any Bond may bear the facsimile signature of,
or may be signed by, such persons as at the actual time of
the execution of such Bond shall be the proper officers to
execute such Bond although at the date of such Bond such
persons may not have been such officers. The definitive
Bonds issued under this Article shall be substantially in
the following form, with such appropriate variations,
omissions and insertions as may be required or permitted by
this Resolution or any Series Resolution and shall have
endorsed thereon such legends or text as may be necessary
or appropriate to conform to the applicable rules and
regulations of any governmental authority or any securities
exchange on which the Bonds may be listed or to comply
with requirements imposed by persons engaged for the pur-
pose of record keeping with regard to the registration,
custody, transfer and assignment of Bonds or interests
therein or to any requirement of law with respect thereto:
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[Form of Bonds]
United States of America
State of Florida
CITY OF BOYNTON BEACH
WATER AND SEWER UTILITY REVENUE BOND, SERIES
No. R- $
The City of Boynton Beach (the "City"), a municipal
corporation organized and existing under the laws of the
State of Florida, for value received~ promises to pay, but
solely from the sources and in the manner described below,
to , or registered assigns or legal represent-
ative, on the 1st day of October, (or earlier as herein-
after referred to), upon the presentation and surrender
hereof, at the principal office of
in , (said bank, together with any successor
appointed to act as such, is hereinafter referred to as
the "Bond Registrar"), the principal sum of
DOLLARS ($ ). The City also promises to pay,
but solely from such sources, to the registered owner at
his address as it appears on the bond registration books
maintained by the Bond Registrar, interest thereon on
each October 1 and April 1 from the interest payment date
next preceding the date on which it is authenticated unless
it is authenticated on an interest payment date, in which
event it shall bear interest from such date, or it is
authenticated prior to 1, 19 , in which event
it shall bear interest from its date, at the rate of
percent ( %) per annum [here insert applicable provisions
if this Bond is to bear interest at a variable rate] until
the principal sum hereof is paid. The City shall pay princi-
pal and interest in any coin or currency of the United
States of America that is legal tender for the payment of
public and private debts on the respective dates of payment
thereof.
This Bond is one of a duly authorized series of water
and sewer utility revenue bonds of the City, each bearing
the designation "Boynton Beach Water and Sewer Utility
Revenue Bond, Series " (the "Series Bonds"),
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initially issued in an aggregate principal amount of
Dollars ($ ). The Series Bonds
shall be dated 1, , and shall be of like
tenor and effect except as to number, interest rate, stated
maturity and redemption. The City shall use the proceeds of
the Series Bonds to [Insert Uses]°
The Series Bonds are issued under a resolution duly
adopted by the City Council of the City on , 1984
(said resolution, together with all supplements thereto, is
hereinafter referred to as the "Resolution") and a Series
Resolution duly adopted by the Board on . The
Resolution provides for the issuance from time to time of
additional bonds on a parity with the Bonds of this series,
under the conditions, limitations and restrictions and for
the purposes set forth in the Resolution.
The Bonds are limited obligations of the City. The
principal of, and the premium, if any, and interest on the
Bonds is payable solely from Net Revenues (as defined in
the Resolution), Impact Fees (as defined in the Resolution)
to the extent provided in the Resolution, funds held by
the Director of Finance of the City under the Resolution,
money attributable to the proceeds of Bonds and the income
from the investment thereof, and, under certain circum-
stances, proceeds of insurance and condemnation awards and
sales of property. This Bond does not constitute a debt
of the City for which the faith and credit and taxing power
of the City is pledged, and the issuance of this Bond will
not directly or indirectly or contingently obligate the
State of Florida, Palm Beach County, or the City to levy any
tax or pledge any form of taxation whatever therefor or to
make any appropriation for their payment or for the operation
and maintenance of the Water and Sewer Utility (as defined
in the Resolution). The City is required to pay this Bond
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only from the aforementioned sources.
Reference is made to the Resolution for a more complete
statement of the provisions thereof and of the rights of the
City and the owners of Bonds. Copies of the Resolution
are on file and may be inspected at the principal office
of the Director of Finance of the City in the City of
Boynton Beach, Florida. By the purchase and acceptance
of this Bond the owner hereof signifies assent to all of
the provisions of the Resolution.
This Bond is issued and the Resolution was adopted under
and pursuant to the COnstitution and Laws of the State of
Florida, particularly Chapter 166, Florida Statutes, and the
Charter of the City.
The Bonds are issuable as registered Bonds without cou-
pons in denominations of $1,000 or any whole multiple there-
of. At the principal office of the Bond Registrar or at the
principal corporate trust office of
in New York, New York, acting as authenticating agent for
the Trustee (the "Authenticating Agent") in the manner and
subject to the limitations and conditions provided in the
Resolution, Bonds may be exchanged for an equal aggregate
principal amount of Bonds of the same series and maturity,
of other authorized denominations and bearing interest at
the same rate.
Any Bondholder requesting any exchange of this Bond
shall pay any tax or other governmental charge required to
be paid with respect thereto but shall not bear any other
cost with respect thereto. The Bond Registrar shall not be
required to make any exchange of any Bond during the period
of fifteen (15) days next preceding any interest payment
date for such Bond or after notice of redemption of such
Bond or any portion thereof shall have been given pursuant
to the Resolution.
[Insert redemption provisions applicable to the Bonds
being issued].
Ail Bonds are subject to redemption as a whole at
any time or in part~ on any interest payment date at the
option of the Board~ at a redemption price equal to the
principal amount thereof, without ~premium, plus accrued
interest to the redemption date, if all or any part of the
Water and Sewer Utility (as defined in the Resolution) is
damaged, destroyed, or condemned.
If less than all of the Bonds are called for redemp-
tion, the Director of Finance will redeem Bonds bearing the
highest rate of interest. If Bonds of more than one maturity
bear the same rate, the Director of Finance will redeem
such Bonds in the inverse order of maturities and by lot
within a maturity as the Director of Finance, in his dis-
cretion, may determine.
Any such redemption, either in whole or in part, may
be made upon at least thirty (30) days' prior notice by
publication and otherwise as provided in the Resolution.
On the date fixed for redemption, notice having been
mailed or published in the manner, provided in the Resolu-
tion, the Bonds called for redemption shall be due and pay-
able at the redemption price provided therefor, plus accrued
interest to such date. If there has been delivered to the
Director of Finance, and the Director of Finance is then
holding in trust, money or Government Obligations of the
United States, or a combination of both sufficient to pay
the redemption price of the Bonds to be redeemed plus
accrued interest to the date of redemption, interest on
the Bonds called for redemption shall cease to accrue;
such Bonds shall cease to be entitled to any benefits or
security under the Resolution or to be deemed outstanding;
and the owners of such Bonds shall have no rights in respect
thereof except to receive payment of the redemption price
thereof, plus accrued interest to-the date of redemption.
In addition, this Bond shall not be deemed to be outstand-
ing under the Resolution and shall cease to be entitled
to the security of or any rights under the Resolution,
other than rights to receive payment of the redemption
price hereof and accrued interest hereon, and to be given
notice of redemption, if the City has given the Director
of Finance irrevocable instructions to pay this. Bond on
one or more specified dates or to call the same for re-
demption at the earliest redemption date and money or
Government Obligations, or a combination of both, suf-
ficient to pay the redemption price of this Bond, to-
gether with accrued interest hereon to such date, are
held by the Director of Finance in trust for the holder
II-6
the holder hereof. Government Obligations will be deemed to
be sufficient to redeem or pay this Bond on a specified date
if the principal of and the interest on such Government Obli-
gations, when due, will be sufficient to pay on such date
the redemption price of and the interest accruing on this
Bond to such date. If a portion of this Bond shall be called
for redemption a new Bond or Bonds in principal amount equal
to the unredeemed portion hereof will be issued to the owner
upon surrender hereof.
The owner of this Bond shall not have any right to en-
force the provisions of the Resolution, to institute action
to enforce the covenants therein, to take any action with
respect to any event of default under the Resolution, or to
institute, appear in or defend any suit or other proceeding
with respect thereto, except as provided in the Resolution.
Upon the occurrence of certain events of default, under
the Resolution, and on the conditions, in the manner and
with the effect set forth in the Resolution, the principal
of all Bonds then outstanding under the Resolution may
become or may be declared due and payable before the stated
maturities thereof, together with the interest accrued
thereon.
Modifications or alterations of the Resolution or of any
resolution supplemental thereto may be made only to the
extent and in the circumstances permitted by the Resolution.
The transfer of this Bond is registrable by the owner
hereof in person or by his attorney or legal representative
at the office of the Bond Registrar or at the principal corporate
trust office of the Authenticating Agent but only in the
manner and subject to the limitations and conditions provided
in the Resolution and upon the surrender and cancellation of
this Bond. Upon any such registration of transfer the Board
shall execute and the Bond Registrar or the Authenticating Agent
shall authenticate and deliver in exchange for this Bond a
new Bond or Bonds, registered in the name of the transferee,
of authorized denominations in aggregate principal amount
equal to the principal amount of this Bond, of the same
series and maturity and bearing interest at the same rate.
This Bond is issued with the intent that the laws of the
State of Florida shall govern its construction.
Ail acts, conditions and things required to happen,
exist and be performed precedent to and in the issuance of
this Bond have happened, exist and have been performed as
so required.
II-7
This Bond shall not be valid or become obligatory
for any purpose or be entitled to any benefit or security
under the Resolution until it shall have been authenticated
by the execution by the Fiscal Agent of the certificate of
authentication endorsed hereon.
IN WITNESS WHEREOF, the City of Boynton Beach has
caused this Bond to bear the facsimile signature of (to be
signed by) its Mayor and to bear the facsimile signature
of (to be signed by) its City Clerk and a facsimile of
its official seal to be imprinted hereon, all as of the
1st day of , .
CITY OF BOYNTON BEACH
By.
Mayor
[Seal]
City Clerk
The foregoing Bond has
been approved by me as
to form and correctness
City Attorney
II-8
[TO BE ENDORSED ON ALL BONDS]
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the Series designated
therein and issued under the provisions of the within men-
tioned Resolution.
Bond Registrar
Authenticating Agent
OR
By By
Authorized Officer
Authorized Officer
Date of authentication:
Statement of Validation
This Bond is one of a Series of Bonds which were vali-
dated by judgment of the CircUit Court for Palm Beach County,
rendered on , .
[Here insert appropriate provisions relating to Assignment]
IIt9
Section 204. Authentication of Bonds. Only such of
the Bonds as shall have endorsed thereon a certificate of
authentication substantially in the form hereinabove set
forth, duly executed by the Bond Registrar or the Authenti-
cating Agent, shall be entitled to any benefit or security
under this Resolution. No Bond shall be valid or obligatory
for any purpose unless and until such certificate of authen-
tication shall have been duly executed by the Bond Registrar
or the Authenticating Agent, and such certificate of the
Bond Registrar or the Authenticating Agent upon any such
Bond shall be conclusive evidence that such Bond has been
duly authenticated and delivered under this Resolution.
The certificate of authentication on any Bond shall be
deemed to have been dUly executed if signed by an autho-
rized officer of the Bond Registrar or the Authenticating
Agent, but it shall not be necessary that the same officer
sign the certificate of authentication on all of the Bonds
that may be issued hereunder at any one time.
Section 205. Exchange of Bonds. Bonds, upon surrender
thereof at the office of the Bond Registrar or the principal
corporate trust office of the Authenticating Agent, together
with an assignment duly executed by the registered owner or
his attorney or legal representative in such form as shall
be satisfactory to the Bond Registrar or the Authenticating
Agent, may, at the option of the owner thereof, be exchanged
for an equal aggregate principal amount of Bonds of the same
Series and maturity, of any denomination or denominations
authorized by this Resolution and bearing interest at the
same rate.
The Bond Registrar shall make provision for the exchange
of Bonds at the office of the Bond Registrar and the principal
corporate trust office of the Authenticating Agent.
Section 206. Registration, Transfer and Ownership of
Bonds. The Bond Registrar shall keep books for the registration
o--~d for the registration of transfers of Bonds as provided
in this Resolution. The transfer of any Bond may be regis-
tered only upon the books kept by the Bond Registrar for the
registration of and registration of transfers of Bonds upon
surrender thereof to the Bond Registrar or the Authenticat-
ing Agent together with an assignment duly executed by the
registered owner or his attorney or legal representative
in such form as shall be satisfactory to the Bond Registrar
or the Authenticating Agent. Upon any such registration
of transfer the Board shall execute and the Bond Registrar
or the Authenticating Agent shall authenticate and deliver
in exchange for such Bond a new Bond or Bonds registered
in the name of the transferee~ of any denomination or
denominations authorized by this Resolution.
II-10
In all cases in which Bonds shall be exchanged, the
Board shall execute and the Bond Registrar or the Authenticating
Agent shall authenticate and deliver at the earliest practi-
cable time Bonds in accordance with the provisions of this
Resolution. All Bonds surrendered in any such exchange or
registration of transfer shall forthwith be cancelled by the
Bond Registrar or the Authenticating Agent. The City,
the Bond Registrar or the Authenticating Agent may make a
charge for every such exchange or registration of transfer
of Bonds sufficient to reimburse it for any tax or other
governmental charge required to be paid with respect to
such exchange or registration of transfer, but no other
charge shall be made to any owner of Bonds for the privi-
lege of exchanging or registering the transfer of Bonds
under the provisions of this Resolution. Neither the
City, the Bond Registrar nor the Authenticating Agent
shall be required to make any such exchange or registra-
tion of transfer of Bonds during the fifteen (15) days
immediately preceding an interest payment date on the
Bonds or, in the case of any proposed redemption of Bonds r
immediately preceding the date of first publication of
notice of such redemption, or after such Bond or any
portion thereof has been selected for redemption. As
to any Bond, the person in whose name the same shall be
registered shall be deemed and regarded as the absolute
owner thereof for all purposes, and the interest on any
such Bond shall be paid only to or upon the order of the
registered owner thereof or his legal representative.
All such payments shall be valid and effectual to satisfy
and discharge the liability upon such Bond including the
premium, if any, and interest thereon to the extent of
the sum or sums so paid.
Section 207. Authorization of Initial Series of
Bonds. There shall be initially issued at one time,
or in Series from time to time under and secured by this
Resolution, Bonds of the City in an aggregate principal
amount not exceeding Fifty Million Dollars ($50,000,000)
for the purpose of providing funds, together with any other
available funds, for paying the cost of paying at their
respective maturities or redeeming the Outstanding Bonds and
acquiring and constructing the Project.
Said Bonds shall be designated, shall be dated, shall
be stated to mature (subject to the right of prior redemption
as hereinafter set forth) on the 1st day of October, in such
year or years not more than forty (40) years after the date
of the Bonds, shall have such Bond Registrar and any Term
Bonds shall have such Mandatory Amortization Requirements
and may be made redeemable at such times and prices (subject
to the provisions of Article III of this Resolution), all as
may be provided by the Series Resolution.
II-11
Each of the Bonds shall be executed substantially
in the form and manner hereinabove set forth and shall be
deposited with the City Manager for delivery but prior
to or simultaneously with the delivery of the Bonds by
the City Manager there shall be filed with the City Clerk
the following:
(a) a copy} certified by the City Clerk,
of this Resolution;
(b) a copy, certified by the City Clerk, of the
Series Resolution;
(c) a copy, certified by the City Clerk, of the
resolution of the City Council, authorizing the execution
of the Escrow Deposit Agreement, providing for the
disposition of moneys held by the trustee under the
1964 Resolution and any other depositary of moneys
thereunder awarding said Bonds, specifying the interest
rate of each such Bond and directing the delivery of
such Bonds to or upon the order of the purchasers
therein named upon payment of the purchase price
therein set forth;
(_d) a copy, certified by the City Clerk, of the
Escrow Deposit Agreement;
(e) an opinion of the City Attorney stating that
the signer is of the opinion that the issuance of
said Bonds has been duly authorized and that all con-
ditions precedent to the delivery of such Bonds have
been fulfilled;
~f} a signed copy of the engineering report of
the Consulting Engineers describing the Project,
together with a certificate from the consulting engineers
as to the percentage of the principal amount of such
series of bonds allocable to expansion projects;
(g) an opinion of bond counsel of suitable re-
putation and experience stating that the signer is
of the opinion that the issuance of such Bonds has
been duly authorized and that all legal conditions
precedent to the delivery of such Bonds have been
fulfilled.
When the documents mentioned in clauses (al to (g).,
inclusive, of this Section shall have been filed with the
City Clerk and when said Series of Bonds shall have been
executed as required by this Resolution, the City Manager
shall deliver said Series Bonds at one time to or upon
the order of the purchasers named in the resolution men-
II-12
tioned in clause (c) of this Section, but only upon pay-
ment to the City Manager of the purchase price of said
Series of Bonds. The City Manager shall be entitled
to rely upon such resolution as to all matters stated
therein.
The proceeds (including accrued interest and any
premium) of each Series of Bonds shall be applied as provided
in the Series Resolution for such Series of Bonds; provided,
however, that the first Series of Bonds issued under this
Section 207 shall provide for the payment or redemption of
all of the Outstanding Bonds. Series of Bonds issued after
the first Series may omit the matters~in the resolution
mentioned in clause (~} relating to the Escrow Deposit
Agreement and the disposition of moneys and may omit the
items required by clauses ~d} and (f) and in substitution
therefor include a statement of the Consulting Engineers
describing in brief and general terms the portions of the
Project to be acquired and constructed with the proceeds of
such Series of Bonds and certifying the percentage of the
principal amount of such Series of Bonds which is properly
allocable to Expansion Projects.
Section 208. Additional Bonds. In addition to the
Bonds authorized under the provisions of Section 207 of
this Article, Additional Bonds of the City may be issued
under and secured by this Resolution, on a parity with
the Bonds theretofore issued under and secured by this
Resolution and then outstanding, subject to the conditions
hereinafter provided in this Section, from time to time
for the purpose of paying all or any part of the cost of
constructing or acquiring any Improvements.
Before any Additional Bonds shall be issued under
the provisions of this Section the City Council shall adopt
a Series Resolution authorizing the issuance of such Additional
Bonds, fixing the amount and the details thereof, and
describing in brief and general terms the Improvements' to be
constructed or acquired. The Additional Bonds of each
Series issued under the provisions of this Section shall be
dated, shall be stated to mature ~subject to the right of
prior redemption as hereinafter set forth) on the 1st day of
October, in such year or years, and any Term Bonds of such
Series shall have such Amortization Requirements and may be
made redeemable at such times and prices (~subject to the
provisions of Article III of this Resolution), all as may be
II-13
proVided by the Series Resolution authorizing the issuance
of such Additional Bonds. Such Additional Bonds shall be
executed in the form and manner hereinabove set forth, with
such changes as may be necessary or appropriate to conform
to the provisions of the Series Resolution authorizing the
issuance of such Additional Bonds, and shall be deposited
with the City Manager for delivery, but before such Additional
Bonds shall be delivered by the City Manager, there shall be
filed with the City Clerk the following:
(a) a copy, certified by the City Clerk,
of the Series Resolution mentioned above;
(b) a copy, certified by the City Clerk, of the
resolution adopted by the City Council awarding such
Additional Bonds, specifying the interest rate of each
of such Additional Bonds and directing the delivery of
such Additional 'Bonds to or upon the order of the
purchasers therein named upon payment of the purchase
price therein set forth;
(c) a certificate, signed by the Director of
Finance and approved by the Accountant, to the effect
that the City was during the last Fiscal Year for
which audited financial statements are available in
compliance with the rate covenants set forth in
Section 502 of this Resolution;
(d) a certificate, signed by the DirectOr of
Finance and approved by the Consulting Engineers,
setting forth:
(i) the amount of the Net Revenues for
any four consecutive quarters in the preced-
ing six quarters as shown in the quarterly
reports mentioned in Section 709 of this
Resolution, adjusted by adding the following:
(1) in case the rates and charges for
the services furnished by the Water and
Sewer Utility shall have been revised and
such revised rates and charges shall have
gone into effect prior to the delivery of
the Additional Bonds, the additional amount
of Net' Revenues which would have been real-
ized during such four consecutive quarters
if such rates and charges had been in effect
during such four eonseeutive quarters, and
II-14
(2) in case an existing water system, sewer
system or water and sewer system is to be acquired
from the proceeds of the Additional Bonds,
the additional amount of Net Revenues which
would have been realized during such four con-
secutive quarters if such existing water system,
sewer system or water and sewer system to be
acquired had been a part of the Water and Sewer
Utility during such four consecutive quarters,
which computation of the additional amount of
Net Revenues shall be based upon the method of
computing Net Revenues under this Resolution
and approved by the Accountant, and
(ii) the respective amounts of the Principal
and Interest Requirements for each Fiscal Year
thereafter including the Additional Bonds then
requested to be delivered;
(e) a certificate signed by the Consulting Engi-
neers setting forth:
(i) the estimated date on which such
Improvements will be placed in operation,
and
(ii) their estimate of the additional Net
Revenues to be received on account of such
Improvements in the first full Fiscal Year
following the Fiscal Year in which such Improve-
ments will be placed in operation as estimated
in item (i) of said certificate;
(f) an opinion of the City Attorney stating
that the signer is of the opinion that the issuance
of such Additional Bonds has been duly authorized
and that~all conditions precedent to the delivery
of such Additional Bonds have been fulfilled;
(g) an opinion of bond counsel of suitable
reputation and experience stating that the signer
is of the opinion that the issuance of such Addi-
tional Bonds has been duly authorized and that all
legal conditions precedent to the delivery of such
Additional Bonds have been fulfilled;
(h) a certificate of the Consulting Engineers
as to the percentage of the principal amount of such
Additional Bonds which are properly allocable to
Expansion Projects.
When the documents mentioned above in this Section
shall have been filed with the City Clerk and when the
Additional Bonds described in the resolutions mentioned
in clauses (a) and (b) of this Section shall have been
executed as required by this Resolution, the City Manager
shall deliver such Additional Bonds at one time to or upon
the order of the purchasers named in the resolution men-
tioned in said clause (b), but only upon payment to the
City Manager of the purchase price of such Additional
Bonds. The City Manager shall be entitled to rely upon
such resolution as to all matters stated therein, but the
City Manager shall not deliver such Additional Bonds un-
less (A) the percentage derived by dividing the amount of
actual Net Revenues shown in item (i) of the certificate
mentioned in said clause (d) as adjusted by adding the
additional Net Revenues, if any, shown in (1) and (2) of
said item (i) and the additional Net Revenues, if any,
shown in item (ii) of the Certificate mentioned in clause
(e) of this Section by the maximum amount of the Princi-
pal and Interest Requirements for any Fiscal Year there-
after including the Additional Bonds then requested to be
delivered, as shown in item (ii) of the certificate men-
tioned in said clause (d), shall be not less than one
hundred thirty-five per centum (135%); provided, however,
that such percentage without adding the additional Net
Revenues shown in item (ii) of the certificate mentioned
in said clause (e) shall not be less than one hundred
fifteen per centum (115%) and the certificate mentioned
in said clause (d) shall make a finding to that effect.
The proceeds (excluding accrued interest and any
premium) of such Additional Bonds shall be applied as
provided in the Series Resolution for such Additional
Bonds.
Section 209. Refunding Bonds. Refunding Bonds may be
issued under and secured by this Resolution, subject to the
conditions hereinafter provided in this Section, from time
to time for the purpose of providing funds for paying at
maturity or redeeming all or any part of the outstanding
Bonds of any one or more Series, including the payment of
any redemption premium thereon and any interest which will
accrue on such Bonds and any principal on Serial Bonds which
will mature to the redemption date or stated maturity date
or dates and any expenses in connection with such paying at
maturity and redeeming.
II-16
Before any Refunding Bonds shall be issued under
the provisions of this Section the City Council shall adopt
a Series Resolution authorizing the issuance of such Refunding
Bonds, fixing the amount and details thereof, and describing
the Bonds to be paid and redeemed. Such Refunding Bonds
shall be dated, shall be stated to mature (subject to the
right of prior redemption as hereinafter set forth) on the
1st day of October, in such year or years, and any Term
Bonds of such Series shall have such Mandatory Amortization
Requirements and may be made redeemable at such times and
prices (subject to the provisions of Article III of this
Resolution), all as may'be provided by the Series Resolution
authorizing the issuance of such Refunding Bonds. Except as
to any differences in the maturities thereof or the rate or
rates of interest or the provisions for redemption, such
Refunding Bonds shall be on a parity with and shall be
entitled to the same benefits and security under this
Resolution as all other Bonds issued under this Resolution.
Such Refunding Bonds shall be executed substantially in the
form and manner hereinabove set forth, with such changes as
may be necessary or appropriate to conform to the provisions
of the Series Resolution authorizing the issuance of such
Refunding Bonds, and shall be deposited with the City
Manager for delivery, but prior to or simultaneously with
the delivery of such Refunding Bonds by the City Manager,
there shall be filed with the City Clerk the following:
(a) a copy, certified by the City Clerk,
of the Series Resolution mentioned above.
(b) a copy, certified by the City Clerk,
of the resolution adopted by the City Council,
awarding such Refunding Bonds, specifying the
interest rate of each of such Refunding Bonds
and directing the delivery of such Refunding
Bonds to or upon the order of the purchasers
therein named upon payment of the purchase price
therein set forth;
(c) an opinion of the City Attorney stat-
ing that the signer is of the opinion that the
issuance of such Refunding Bonds has been duly
authorized and that all conditions precedent to
the delivery of such Refunding Bonds have been
fulfilled;
(d) an opinion of bond counsel of suitable
reputation and experience stating that the signer
II-17
is of the opinion that the issuance of such Re-
funding Bonds has been duly authorized and that
all legal conditions precedent to the delivery
of such Refunding Bonds have been fulfilled;
(e) such documents as shall be required by
the City Attorney to show that provision has
been duly made in accordance with the provisions
of this Resolution for the payment or redemption
of all of the Bonds to be paid or redeemed.
When the documents mentioned above in this Sec-
tion shall have been filed with the City Clerk and when
the Refunding Bonds described in the resolutions men-
tioned in clauses (a) and (b) of this Section shall have
been executed as required by this Resolution, the City
Manager shall deliver such Refunding Bonds at one time
to or upon the order of the purchasers named in the
resolution mentioned in said clause (b), but only upon
payment to the City Manager of the purchase price of such
Refunding Bonds. The City Manager shall be entitled to
rely upon such resolution as to all matters stated
therein.
The proceeds of such Bonds (excluding accrued interest and
any premium) shall be deposited with the Bond Registrar to
be held in trust fo.r the sole and exclusive purpose of
paying such principal, redemption premium and interest.
The amount received as accrued interest and premium on
such Bonds shall be deposited to the credit of the Bond
Service Account for application to the first interest due
on such Bonds.
Section 210. Temporary Bonds. Until the defini-
tive Bonds of any Series are ready for delivery, there
may be executed, and the City Manager may deliver, in
lieu of definitive Bonds and subject to the same limita-
tions and conditions except as to identifying numbers,
temporary printed, engraved, lithographed or typewritten
Bonds in the denomination of One Thousand Dollars ($1,000)
or any multiple thereof, substantially of the tenor herein-
above set forth, and with appropriate omissions, insertions
and variations as may be required. The City shall cause
the definitive Bonds to be prepared and to be executed,
endorsed and delivered to the City Manager, and the City
Manager, upon presentation to him of any temporary Bond
shall cancel the same or cause the same to be cancelled
and authenticate and deliver, in exchange therefor, at
II-18
the place designated by the holder, without expense to
the holder, a definitive Bond or Bonds of the same Series
and in the same aggregate principal amount, maturing on
the same date and bearing interest at the same rate as
the temporary Bond surrendered. Until so exchanged, the
temporary Bonds shall in all respects be entitled to
the same benefit of this ResolutiOn as the definitive
Bonds to be issued and authenticated hereunder.
Section 211. Mutilated, Destroyed or Lost Bonds.
In case any Bonds secured hereby shall become mutilated
or be destroyed or lost, the City may cause to be exe-
cuted, and the City Manager may deliver, a new Bond
of like date, number and tenor in exchange and substi-
tution for and upon the cancellation of such mutilated
Bond, or in lieu of and in substitution for such Bond
destroyed or lost, upon the holder's paying the reason-
able expenses and charges of the City in connection therewith
and, in the case of a Bond destroyed or lost, his filing
with the City Manager evidence satisfactory to hi~ that such
-Bond was destroyed or lost, and of his ownership thereof,
and furnishing the City with indemnity satisfactory to
it.
II-19
ARTICLE III.
Redemption of Bonds.
Section 301. Redemption Generally. The Bonds
of each Series issued under the provisions of this
Resolution shall be subject to redemption, either in
whole or in part and at such times and prices, as may
be provided by Series Resolution prior to the issuance of
such Bonds; provided, however, that any redemption in
part may be made only on an Interest Payment Date.
Any redemption of less than all of the Bonds is-
sued under the provisions of this Resolution and then
outstanding shall be (i) a redemption of all the Bonds
of one or more Series from the proceeds of Refunding
Bonds issued under the provisions of Section 209 of
this Resolution or from any moneys otherwise made avail-
able for the purpose, or (ii) a redemption subject to
the provisions of Section 508 of this Resolution.
If less than all of the Bonds of any one maturity
of a Series shall be called for redemption, the particu-
lar Bonds to be redeemed shall be selected by lot by
the Director of Finance in such manner as the Director of
Finance in his discretion may determine.
Section 302. Redemption Notice. At least thirty
(30) days before the redemption date, a notice of any
such redemption, either in whole or in part, signed by the
Director of Finance, (a) shall be published once in a
Daily Newspaper of general circulation in the City, and
in a Daily Newspaper of general circulation or a financial
journal published in the Borough of Manhattan, City and
State of New York, (b) shall be filed with the Director
of Finance and (c) shall be mailed, postage prepaid, to
all Owners as they appear on the registration books herein-
above provided for, but failure so to mail any such notice
shall not affect the validity of the proceedings for such
redemption. Each such notice shall set forth the date
fixed for redemption, the redemption price to be paid
and~ if less than all of the Bonds of a Series then
outstanding shall be called for redemption, the numbers
of such Bonds.
III-1
Section 303. Effect of Calling for Redemption.
On the date so designated for redemption, notice having
been published and filed in the manner and under the
conditions hereinabove provided, the Bonds so called
for redemption shall become and be due and payable at
the redemption price provided for redemption of such
Bonds on such date, and, moneys for payment of the re-
demption price being held in separate accounts by the
Director of Finance in trust for the holders of the Bonds
to be redeemed, all as provided in this Resolution, inter-
est on the Bonds so called fOr redemption shall cease
to accrue, the coupons for interest thereon payable sub-
sequent to the redemption date shall be void, such Bonds
shall cease to be entitled to any lien, benefit or security
under this Resolution, and the holders or registered owners
of such Bonds shall have no rights in respect thereof
except to receive payment of the redemption price thereof.
Section 304. Cancellation. Bonds so called for
redemption shall be cancelled upon the surrender thereof.
Section 305. Bonds Called for Redemption or
Payment Provided Therefor Not Outstanding. Bonds which
have been duly called for redemption under the provi-
sions of this Article, or with respect to which either
irrevocable instructions to call for redemption or to
pay at their respective maturities and mandatory redemp-
tion dates or any combination of such redemption and
payment have been given by the City to the Director of
Finance, in form satisfactory to him and for the payment
of the redemption price and maturing principal amounts of
which and the interest to accrue thereon to the date fixed
for redemption or the dates of their respective maturities
and mandatory redemption dates sufficient moneys, or
Government Obligations in such amounts, bearing interest
at such rates and maturing (without option of prior pay-
ment) at such dates that the proceeds thereof and the
interest thereon will provide sufficient moneys, shall be
held in separate accounts by the Director of Finance in
trust solely for the Owners of the Bonds to be redeemed
and paid, all as provided in this Resolution, shall not
be deemed to be outstanding under the provisions of this
Resolution and shall cease to be entitled to any benefit
or security under this Resolution other than to receive
payment from such moneys.
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ARTICLE IV.
Construction Fund.
Section 401. Construction Fund. A special fund
is hereby created and designated "Boynton Beach Water and
Sewer Utility Construction Fund" (herein sometimes called
the "Construction Fund") which shall be held by the Director
of Finance and to the credit of which there shall be deposited
the amounts specified in the respective Series Resolutions
adopted pursuant to Section 207 and Section 208 of this
Resolution.
The moneys in the Construction Fund shall be held by
the Director of Finance in trust and applied to the payment
of the Cost of the Project or any portion thereof financed by
a Series of Bonds issued under Section 207 of this Resolution
or any Improvements and, pending such application, shall be
subject to a lien and charge in favor of the holders of the
Bonds issued and outstanding under this Resolution and for
the fUrther security of such holders until paid out as
herein provided.
Section 402. Revolving Fund. The City may withdraw
from the Construction Fund upon its requisitions therefor,
signed by the City Manager and filed with the Director of
Finance, at one time or from time to time, a sum or sums
aggregating not more than One Hundred Thousand Dollars
($100,000) exclusive of reimbursements as hereinafter in
this Section authorized, such sums and such reimbursements
to be used by the City as a revolving fund for the payment
of items of cost referred to in Section 403 of this Article
which can not conveniently be paid as herein otherwise
provided. The revolving fund shall be reimbursed from time
to time for such items of cost so paid by payments from the
Construction Fund upon requisitions of the Cityr similarIy
signed and filed, specifying the payee and the amount and
purpose of each payment from the revolving fund for which
such reimbursement is requested, accompanied by a certifi-
cate, similarly signed, certifying that each such item so
paid was a necessary item of cost and that such item could
not conveniently be paid except from such revolving fund,
and also accompanied by the written approval of such certi-
ficate by the Consulting Engineers.
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Section 403. Payments from Construction Fund. Pay-
ments from the Construction Fund, except transfers and
payments under the provisions of Section 402 of this Article,
shall be made in accordance with the provisions of this Sec-
tion. Before any such payments shall be made the City shall
file with the Director of Finance:
(a) a requisition, signed by the City Manager,
stating in respect of each such payment:
(1) the item number of the payment,
(2) the name of the person, firm or corpora-
tion to whom payment is due,
(3) the amount to be paid, and
(4) the purpose by general classification
for which the obligation to be paid was incurred;
(b) a certificate, signed by the City Manager or
the officer or officers duly designated by him for such
purpose and attached to the requisition, certifying:
(1) that obligations in the stated amounts
have been incurred by the City and that each item
thereof is a proper charge against the Construc-
tion Fund and has not been paid,
(2) that there has not been filed with or
served upon the City notice of any lien, right to
lien, or attachment upon, or claim affecting the
right to receive payment of, any of the moneys pay-
able to any of the persons, firms or corporations
named in such requisition, which has not been re-
leased or will not be released simultaneously
with the payment of such obligation,
(3) that such requisition contains no item
representing payment on account Qf any retained
percentages which the City is at. the date of such
certificate entitled to retain; and
(c) a certificate, attached to such requisition
and signed by the Consulting Engineers, certifying their
approval thereof.
Upon receipt of each such requisition and accompanying
certificates the Director of Finance shall withdraw from the
Construction Fund and deposit with the commercial department
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of the appropriate Depositary for the credit of a special
account in the name of the City, an amount equal to the
total of the amounts to be paid as set forth in such re-
quisition, the amount so deposited to be used solely for
the payment of the obligations set forth in such requisi-
tion. In making such withdrawals and deposits the Director
of Finance may rely upon such requisitions and accompany-
ing certificates. Each such obligation shall be paid by
check drawn on such special account and signed by a properly
authorized officer or officers of the City and having the
same identifying number as the number stated in the requi-
sition for such obligation. Moneys deposited to the credit
of such special account shall be deemed to be a part of
the Construction Fund until paid out as above provided.
If for any reason the City should decide prior to the
payment of any item in a requisition not to pay such item,
the City shall give notice of such decision to the Director
of Finance and thereupon the City shall pay the amount of
such item by check drawn on such special account to the
Director of Finance for the credit of the Construction
Fund.
Section 404. Cost of Project or Improvements.
For the purposes of this Article, the Cost of the Proj-
ect or any Improvements to be constructed or acquired
shall include, without intending thereby to limit or to
restrict or to extend any proper definition of such Cost
under the provisions of this Resolution, the following:
(a) obligations incurred for labor and ma-
terials and to contractors, builders and material-
men in connection with the construction of enlarge-
ments, improvements and extensions, for machinery
and equipment, and for the restoration of property
damaged or destroyed in connection with such con-
struction and for the reloCation of water and sewer
lines occasioned by road construction and for the
demolition and disposal of structures necessary or
desirable in connection with such construction
or the operation of the Water and Sewer Utility;
(b) interest accruing upon any Bonds prior
to the commencement of and during construction
or for any additional period as may be'authorized
by law if so provided, and subject to any limita-
tion, in the Series Resolution providing for, or
authorizing, the issuance of such Bonds;
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(c) the cost of acquiring any waterworks or
sewage system now serving any portion of the City
and territory adjacent thereto, or any part of such
system, either within or without or partly within
and partly without the corporate limits of the City;
(d) the cost of acquiring by purchase and
the amount of any award or final judgment in any
proceeding to acquire by condemnation, such land,
structures and improvements, property rights,
rights-of-way, franchises, easements, and other
interests in lands necessary or convenient in con-
nection with such construction or with the operation
of the Water and Sewer Utility, and the amount of
any damages incident thereto;
(e) expenses of administration properly
chargeable to such construction or acquisition,
legal, architectural and engineering expenses and
fees, cost of audits and of preparing and issuing
the Bonds, fees and expenses of consultants, financ-
ing charges, fees and expenses of the Bond Registrar
and the Authenticating Agent for their services under
this Article, taxes or other governmental charges
lawfully assessed during construction, premiums on
insurance in connection with construction, Bond insur-
ance premiums, rating agency fees, the cost of fund-
ing the Reserve Account, fees and expenses of any
person providing special credit facilities with
respect to any Series of Bonds and all other items
of expense not elsewhere in this Section specified,
incident to the financing, construction or acquisi-
tion of the Project or any Improvements and the
placing of the same in operation; and
(f) any obligation or expense incurred by the
City for any of the foregoing purposes, within
five years from the date of delivery of the Bonds
pursuant to Sections 207 and 208 of this Resolution,
including the cost of materials, supplies or equip-
ment furnished by the City in connection with the
acquisition of the Water and Sewer Utility or the
acquisition and construction of the Project or any
Improvements and paid for by the City out of funds
other than moneys in the Construction Fund.
Section 405. Title to Properties Acquired. The
City further covenants that the Project and any Improve-
ments will be constructed on or under land which is owned
or can be acquired by the City in fee simple or over or
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under which the City shall have acquired or can acquire
either by long term lease or by perpetual easements for
the purposes of the Water and Sewer Utility, free from
all liens, encumbrances and defects of title which have
a materially adverse effect upon the City's right to
use such lands or properties for the purposes intended
or which have been adequately guarded against by a bond
or other form of indemnity, or lands, including public
streets and highways, the right to use and occupy which
for such purposes shall be vested in the City by law or
by valid rights of way, easements, franchises or licenses.
Section 406. Audits. The City covenants that, at
least once in each twelve [12) months until the acquisition
of the Project or any Improvements shall have been com-
pleted, it will cause an audit to be~made by the Accountant
covering all receipts and moneys then on deposit with or
in the name of the Director of Finance or the City and
the security held therefor, and all disbursements made
pursuant to the provisions of this Article. Reports of
each audit shall be filed with the Director of Finance
and the Consulting Engineers. Copies of such audit reports
shall be filed with the City Clerk.
Section 407. Disposition of Construction Fund
Balance. When the construction of the Project or any
Improvements shall have been completed, which fact shall
be evidenced to the Director of Finance by a certificate
stating the date of such completion, signed by the Con-
sulting Engineers the balance in the Construction Fund
not reserved by the~City for the payment of any remaining
part of the Cost of the Project or such Improvements
shall be transferred to such Fund or Account hereunder or
applied by the Director of Finance upon instructions from
the City Manager in reliance upon a written opinion of
bond counsel of suitable reputation and experience to the
effect that such transfer or application will not cause
the interest on the Bonds or any thereof to become subject
to Federal income taxation; provided, however, that any
portion of said balance attributable to Expansion Projects
(as determined by the Consulting Engineers) shall be trans-
ferred to the Impact Fee Fund.
IV-5
ARTICLE V.
Revenues and Funds.
Section 501. Water and Sewer Rates. The City
covenants that schedules of rates for water and sewer
service by the Water and Sewer Utility presently in effect
will not be revised except as hereinafter provided in this
Article, except that there shall be no restriction on
increasing rates at any time.
Section 502. Rate Covenant. The City further cove-
nants that it will fix, charge and collect rates and charges
for the use of the services and facilities furnished by the
Water and Sewer Utility and that from time to time, and as
often as it shall be necessary, it will adjust such rates
and charges by increasing or decreasing the same or any
selected categories of rates and charges so that the Reve-
nues will at all times be sufficient in each Fiscal Year
to provide an amount at least equal to the sum of (a) one
hundred per centum (100%) Of the Current Expenses of the
Water and Sewer Utility for the current Fiscal Year, (b)
one hundred twenty-five per centum (125%) of the Principal
and Interest Requirements for the current Fiscal Year,
(c} one hundred per centum (100%) of the Reserve Account
Deposit Requirement for the current Fiscal Year, and (d)
one hundred per centum (100%) of the amount required to
be deposited in the Renewal and Replacement Fund during
the current Fiscal Year pursuant to the provisions of
Section 704 of this Resolution; provided, however, that
the percentage in clause (b) above attributable solely to
Revenues derived from the operations of the Water and
Sewer Utility exclusive of income from investments of
moneys made under the Resolution shall be at least equal
to one hundred fifteen per centum (115%) of the Principal
and Interest Requirements for the current Fiscal Year.
The City further covenants that if at any time
the Revenues shall not be sufficient to provide such
amounts, it will revise the rates and charges for the
services and facilities furnished by the Water and Sewer
Utility and, if necessary, it will revise its regulations
in relation to the collection of bills for such services
and facilities, so that the rates and charges collected
in the current and each subsequent Fiscal Year will result
in Revenues sufficient to provide such amounts.
The City covenants that if in any Fiscal Year
the Revenues shall not have been sufficient to pro-
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vide the amounts set forth in the first paragraph of
this Section, it will before the 1st day of November
of the following Fiscal Year request the Consulting
Engineers or the Utility Rate Consultant to make their
recommendations as to a revision of the rates and charges
for the use of the services and facilities furnished by
the Water and Sewer Utility and copies of such request
and such recommendations shall be filed with the City
Manager.
In the event that the City shall fail to adjust
the schedule of rates and charges in accordance with
the provisions of this Section, the Owners of not less
than ten per centum (10%) in principal amount of all
Bonds then outstanding may institute and prosecute in
a court of competent jurisdiction an appropriate suit,
action or proceeding to compel the City to adjust such
schedule in accordance with the requirements of this
Section, and the City covenants that it will adopt and
charge rates and charges in compliance with any judg-
ment, order or decree entered in any such suit, action
or proceeding.
Section 503. Annual Budget. The City covenants
that on or before the first day of each Fiscal Year it
will adopt a budget of Current Expenses and Capital
Expenditures for such Fiscal Year (herein sometimes
called the "Annual Budget"). Copies of the Annual Budget
shall be filed with the City Clerk, the Director of
Finance and mailed by the City to all Owners who shall
have filed their names and addresses with the City Clerk
for such purpose.
If for any reason the City shall not have adopted
the Annual Budget before the first day of any Fiscal Year,
the Annual Budget for the preceding Fiscal Year shall
until the adoption of the Annual Budget, be deemed to
be in force and shall be treated as the Annual Budget
under the provisions of this Article.
The City may at any time adopt an amended or sup-
plemental Annual Budget for the remainder of the then
current Fiscal Year, and the Annual Budget so amended
or supplemented shall be treated as the Annual Budget
under the provisions of this Article. Copies of any
such amendment or supplemental Annual Budget shall be
filed with the City Clerk, the Director of Finance and
mailed by the City to all Owners who shall have filed
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their names and addresses with the City Clerk for such
purpose.
The City further covenants that the amount ex-
pended for Current Expenses in any Fiscal Year will
not exceed the reasonable and necessary amount there-
of, and that it will not expend any amount for main-
tenance, repair and operation of the Water and Sewer
Utility in excess of the total amount provided for
Current Expenses in the Annual Budget.
Section 504. Revenue Fund. A special fund is
hereby created and designated the "Boynton Beach Water
and Sewer Utility Revenue Fund" (herein called the "Revenue
Fund"). The City covenants that all Revenues will be
collected by the City and deposited as received with
a Depositary or Depositaries to the credit of the Revenue
Fund. All moneys in the Revenue Fund shall be held by the
City in trust and applied as provided in this Article.
Section 505. Sinking and Other Funds. A special
fund is hereby created and designated "Boynton Beach Water
and Sewer Utility Revenue Bonds Interest and Sinking Fund"
(herein sometimes called the "Sinking Fund"). There are
hereby created in the Sinking Fund three separate accounts
designated "Bond Service Account", "Mandatory Redemption
Account", and "Reserve Account" respectively. Five addi-
tional special funds are hereby created and designated
"Boynton Beach State Pollution Control and Water Facilities
Loan Repayment Fund" (herein called the "Loan Repayment
Fund"), "Boynton Beach Water and Sewer Utility Renewal and
Replacement Fund" (herein sometimes called the "Renewal and
Replacement Fund"), "Boynton Beach General Reserve Fund"
(herein called the "General Reserve Fund") and the "Boynton
Beach Impact Fee Fund" (herein called the "Impact Fee Fund").
The moneys in each of said Funds and Accounts shall
be held in trust and applied only as hereinafter provided
with regard to each such Fund and Account and, pending
such application, shall (except for the moneys held in
the Loan Repayment Fund) and, to the extent hereinafter
provided, the Impact Fee Fund) be subject to a lien and
charge in favor of the holders of the Bonds issued and
outstanding under this Resolution and for the further
security of such holders until paid out or transferred as
herein provided.
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The City Manager and the Mayor shall, on or before the
20th day of the month next succeeding the month in which
Bonds are issued under the provisions of Section 207 of
this Resolution and not later than ~the 20th day of each
month thereafter, withdraw an amount equal to the balance
remaining in the Revenue Fund on the last day of the preced-
ing month, less an amount (to be held for the payment of
Current Expenses) equal to the amount necessary for Current
Expenses during the next ensuing month as determined by
the City Manager, and deposit the sum so withdrawn to the
credit of the following Accounts or Funds in the following
order:
(a) to the credit of the Bond Service Account,
an amount, which, together with the amount concurrently
deposited therein from the Impact Fee Fund, will
equal one-sixth (1/6th) of the amount of interest
payable on the Bonds of each Series on the interest
payment date next succeeding (less any amount received
as capitalized or accrued interest from the proceeds
of any Bonds which is available for such interest
payment) and beginning October 19 an amount, which,
together with the amount concurrently deposited there-
in from the Impact Fee Fund, will equal one-twelfth
(1/12th) of the next maturing installment of principal
on all Serial Bonds then outstanding; provided, how-
ever, that in each month intervening between the
date of delivery of Bonds pursuant to Sections 207,
208 or 209 of this Resolution (beginning with the
month following the month in which such delivery
takes place) and the next succeeding interest pay-
ment date and the next succeeding principal payment
date, respectively, the amount specified in this
subparagraph shall be that amount which when multi-
plied by the number of deposits to the credit of the
Bond Service Account required to be made during such
respective periods as provided above will equal the
amounts required (in addition to any amounts received
as accrued interest or capitalized interest from the
proceeds of such Bonds) for such next succeeding
interest payment and next maturing installment of
principal, respectively;
(b) to the credit of the Mandatory Redemption
Account an amount, which, together with the amount
concurrently deposited therein from the Impact Fee
Fund, will equal one-twelfth (1/12th) of the princi-
pal amount of Mandatory Term Bonds of each Series
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then outstanding required to be retired, in satis-
faction of the Mandatory Amortization Requirements,
if any, for such Bond Year, plus the premiums, if
any, on the principal amount of Mandatory Term Bonds
which would be payable in such Bond Year-if such
principal amount of Mandatory Term Bonds were to be
redeemed prior to their respective maturities from
moneys held for the credit of the Sinking Fund;
(c) with the Fiscal Agent to the credit of the
Reserve Account, such amount, if any, of any balance
remaining after making the deposit under clauses (a)
and (b) above (or the entire balance if less than the
required amount) which, together with the amount
concurrently deposited therein from the Impact Fee
Fund will be required to make the amount deposited
in such month to the credit of the Reserve Account
equal to the Reserve Account Deposit Requirement
for such month;
(d) to the credit of the Loan Repayment Fund,
such amount, if any, of any balance remaining after
making the deposits under clauses (a), (b) and (c)
above (or the entire balance if less than the required
amount) which, together with the amount concurrently
deposited therein from the Impact Fee Fund will be
required to make the amount deposited therein equal to
the Monthly State Loan Requirement, if any;
(e) to the credit of the Renewal and Replace-
ment Fund, such amount, if any, of any balance
remaining after making the deposits under clauses
(a), (b), (c) and (d) aboVe (or the entire balance
if less than the required amount) as may be required
to make the amount deposited in such Fiscal Year to
the credit of the Renewal and Replacement Fund equal
to the amount, if any, recommended by the Consulting
Engineers pursuant to the provisions of Section 704 of
this Resolution, to be deposited to the credit of said
Fund during such Fiscal Year; and
(f) to the credit of the General Reserve Fund,
the balance, if any, remaining after making the
deposits under clauses (a), (b), (c), (d) and (e)
above.
If the amount deposited in any month to the credit
of any of the Accounts or Funds mentioned in (a) to (d),
inclusive, above shall be less than the amount required to
V-5
be deposited under the foregoing provisions of this Section,
the requirement therefor shall nevertheless be cumulative
and the amount of any deficiency in any month shall be added
to the amount otherwise required to be deposited in each
month thereafter until such time as all such deficiencies
have been made up.
Any moneys received by the City from payments on
special assessments for water and sewer improvements
and contributions in aid shall be deposited to the
credit of the General Reserve Fund.
Section 506. Payment of Current Expenses. The
Current Expenses shall be paid from the Revenue Fund
as the same become due and payable. Payments from the
Revenue Fund shall be made in accordance with procedures
established by the City from time to time, the Annual
Budget and the covenants in Section 503 of this Article.
Section 507. Application of Moneys in Bond Service
Account. The Director of Finance shall, during the period
of two (2) business days immediately preceding each Interest
Payment Date, withdraw from the Bond Service Account, and
remit by mail or cause the Bond Registrar to remit by
mail to each Owner of Bonds the amounts required for paying
the interest on such Bonds as such interest becomes due
and payable and set aside in trust with the Bond Registrar
the amounts required for paying the principal of all Serial
Bonds as such principal becomes due and payable.
Section 508. Application of Moneys in Mandatory
Redemption Account. Moneys held for the credit of the
Mandatory Redemption Account shall be applied to the
retirement of the Mandatory Term Bonds issued under the
provisions of this Resolution as follows:
(a) Subject to the proyisions of paragraph
(c) of this Section, the Director of Finance may
purchase any Mandatory Term Bonds secured hereby and
then outstanding, whether or not such Mandatory Term
Bonds shall then be subject to redemption, on the
most advantageous terms obtainable with reasonable
diligence, such price not to exceed the principal of
such Mandatory Term Bonds plus the amount of the
redemption premium, if any, which might on the next
redemption date be paid to the holders of such Manda-
tory Term Bonds under the provisions of Article
III of this Resolution if such Mandatory Term Bonds
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should be called for redemption on such date from
moneys in the Sinking Fund. The Director of Finance
shall pay the interest accrued on such Mandatory
Term Bonds to date of settlement therefor from the
Bond Service Account and the purchase price from the
Mandatory Redemption Account, but no such purchase
shall be made by the Fiscal Agent within the period
of forty-five (45) days next preceding any Interest
Payment Date on which such Mandatory Term Bonds are
subject to call for redemption under the provisions
of this Resolution, except from moneys other than
moneys set aside or deposited for the redemption of
Mandatory Term Bonds.
(b) Subject to the provisions of Article III
of this Resolution and paragraph (c) of this Section,
the Director of Finance may call for redemption on
each Interest Payment Date on which Mandatory Term
Bonds are subject to redemption such amount of such
Mandatory Term Bonds as, with the redemption premium,
if any, will exhaust the moneys which will be held
for the credit of the Mandatory Redemption Account
on said Interest Payment Date as nearly as may be;
provided, however, that not less than Fifty Thousand
Dollars ($50,000) principal amount of Mandatory Term
Bonds shall be called for redemption at any one time
unless a lesser amount shall be required to satisfy
the Mandatory Amortization Requirement for any Fiscal
Year. Such redemption shall be made pursuant to the
provisions of Article III of this Resolution. The
Director of Finance shall during the period of two
(2) business days prior to the Redemption Date with-
draw from the Bond Service Account and the Redemption
Account and set aside in separate accounts or deposit
with the Bond Registrar the respective amounts required
for paying the interest on, and the principal and
redemption premium of, the Mandatory Term Bonds so
called for redemption.
(c) Moneys held by the Director of Finance in
the Mandatory Redemption Account shall be applied by '
the Director of Finance each Fiscal Year to the retire-
ment of Bonds of each Series then outstanding in the
following order:
First: the Mandatory Term Bonds of each
such S-~s to the extent of the Mandatory
Amortization Requirement, if any, for such Fiscal
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Year for such Ma. ndatory Term Bonds, plus the
applicable premium, if any, and any deficiency
in any preceding Fiscal Years in the purchase or
redemption of such Mandatory Term Bonds under
the provisions of this subdivision and, if the
amount available in such Fiscal Year shall not be
sufficient therefor, then in proportion to the
Mandatory Amortization Requirement, if any, for
such Fiscal Year for the Mandatory Term Bonds of
each such Series then outstanding, plus the
applicable premium, if any, and any such
deficiency.
Second: Term Bonds of each Series, if any,
in such manner as the Fiscal Agent shall deter-
mine results in the greatest economic benefit to
the City.
Third: after the retirement of all Term
Bonds,----~any, Serial Bonds issued under the
provisions of this Resolution in the inverse
order of their maturities and, to the extent
that Serial Bonds of different Series mature
on the same date, in proportion (as nearly as
practicable) to the principal amount of Serial
Bonds of each Series maturing on such date.
Upon the retirement of any Bonds by purchase or
redemption the Director of Finance shall file with the City
Manager a statement briefly describing such Bonds and
setting forth the date of their purchase or redemption,
the amount of the purchase price or the redemption price
of such Bonds and the amount paid as interest thereon.
The expenses in connection with the purchase or redemption
of any Bonds shall be paid by the City from the Revenue
Fund.
Section 509. Application of Moneys in Reserve Account.
Moneys held for the credit of the Reserve Account shall
first be used for the purpose of paying the interest on and
the principal of the Bonds whenever and to the extent that
the moneys held for the credit of the Bond Service Account
and the General Reserve Fund shall be insufficient for such
purpose and thereafter for the purpose of making deposits to
the credit of the Mandatory Redemption Account pursuant to
the requirements of clause (b) of Section 505 of this
Resolution whenever and to the extent that withdrawals from
the Revenue Fund and the amount on deposit in the General
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Reserve Fund are insufficient for such purposes. If' at any
time the moneys held for the credit of the Reserve Account
shall exceed the Reserve Account Requirement, the Expansion
Project Percentage of such excess shall be deposited to
the credit of the Impact Fee Fund and the balance of such
excess shall be deposited to the credit of the Revenue Fund.
Section 510. Application of Moneys in the Loan
Repayment Fund. Moneys held for the credit of the
Loan Repayment Fund may be withdrawn and transferred
from time to time in order to satisfy the Monthly
State Loan Requirement. Moneys held for the credit
of the Loan Repayment Fund will be deemed to be
held in trust solely for application to satisfaction
of the Monthly State Loan Requirement.
Section 511. Application of Moneys in Renewal and
Replacement Fund. Except as hereinafter provided in this
Section, or except in case of an emergency caused by some
extraordinary occurrence, so characterized in a certif-
icate signed by the Consulting Engineers and filed with
the City Manager, and an insufficiency of moneys held
for the credit of the Revenue Fund to meet such emergency,
moneys held for the credit of the Renewal and Replacement
Fund shall be disbursed only for the purpose of paying the
cost of additions, extensions and improvements to the Water
and Sewer Utility, the cost of unusual or extraordinary
maintenance or repairs, the cost of renewals and replace-
ments and the cost of acquiring, installing or replacing
equipment and engineering, legal and administrative expenses
relating to the foregoing and the cost of providing a local
share of moneys required to entitle the City to receive
Federal or State grants or participate in Federal or State
assistance programs related to the Water and Sewer Utility.
Payments from the Renewal and Replacement Fund,
except the withdrawal which the City is authorized to
make as hereinafter provided in this Section, shall be
made in accordance with the provisions of Section 402 of
this Resolution for payments from the Construction Fund
to the extent that such provisions may be applicable.
If at any time the moneys held for the credit of
the Bond Service Account, the General Reserve Fund and the
Reserve Account shall be insufficient for the purpose of
paying the interest on and the principal of the Bonds as
such interest and principal become due and payable, then the
City shall withdraw from any moneys held for the credit of
V-9
the Renewal and Replacement Fund and deposit to the credit
of the Bond Service Account an amount sufficient to make up
any such deficiency. If at any time the moneys held for the
credit of the General Reserve Fund and the Reserve Account
shall be insufficient for making the deposits to the credit
of the Mandatory Redemption Account required by clause (b)
of Section 505 of this Article, then the City Manager shall
withdraw from any moneys held for the credit of the Renewal
and Replacement Fund and deposit to the credit of the
Mandatory Redemption Account an amount sufficient to make up
any such deficiencies; provided, however, that no such
transfer shall be made unless the moneys then held for the
credit of the Bond Service Account are at least equal to the
maximum requirement therefor under clause (a) of said
Section 505, Any moneys so withdrawn from the Renewal and
Replacement Fund and deposited to the credit of the Bond
Service Account or the Mandatory Redemption Account shall be
restored from available moneys in the Revenue Fund, subject
to the same conditions as are prescribed for deposits to
the credit of the Renewal and Replacement Fund under the
provisions of Section 505 of this Article.
Section 512. Application of Moneys in the General
Reserve Fund. Moneys held for the credit of the General
Reserve Fund may at the election of the City be applied:
(a) to pay the Cost of Improvements,
(b) to purchase or redeem Bonds,
(c) to pay the principal of and the interest
on any obligations issued or indebtedness incurred
by the City to pay the Cost of Improvements, which
obligations will be junior and subordinate with
respect to lien on and pledge of Revenues to the
Bonds issued under the provisions of Article II of
this Resolution and to the obligation to make the
required deposits in the Loan Repayment Fund,
(d) to make up deficiencies in any of the
Accounts and Funds created by this Resolution
including any deficiencies in the Revenue Fund
required for the payment of Current Expenses,
and
(e) to pay the Cost of any item qualifying
as an authorized expenditure from the Renewal and
Replacement Fund.
V-10
(f) to meet contractual payments to any person
for providing treatment and disposal of sewage from
the Water and Sewer Utility.
Provided, however, that in the event of any deficien-
cies in any Accounts or Funds created by this Resolution
the moneys in the General Reserve Fund shall be applied
as provided in paragraph ~ above to make up all such
deficiencies prior to applying any moneys in the Reserve
Account or the Renewal and Replacement Fund.
Section '513. Application of Moneys in Sinking
Fund. Subject to th~ 'terms and c0nd~'~ions set f~rth
in this Resolution, moneys held for the credit of the
Sinking Fund shall be held in trust and disbursed for
(a~ the payment of interest on the Bonds issued here-
under as such interest becomes due and payable, or (b)
the payment of the principal of such Bonds at their
maturities, or (c) the pay. merit of the purchase or re-
demption price of such Bonds before their maturity and
such moneys are hereby pledged to and charged with the
payments mentioned in this Section.
Section 514. Deposits to and Application of Mo~eys
in the Impact Fee Fund. The City covenants that all Impact
Fees will be' co'ilected by the City and deposited as received
with a Depository or Depositories to the credit of the
Impact Fee Fund. The Director of Finance shall on or before
the 20th day of the month next succeeding the month in which
Bonds are issued under the provisions of Section 207 of
this Resolution and not later than the 20th day of each
month thereafter (a) deposit to the credit of the Bond
Service Account, the Mandatory Redemption Account and the
Loan Repayment Fund all Impact Fees until the amount on
deposit to the credit of said Accounts and Fund is equal
respectively to the interest on all Bonds on %he next
Interest Payment Date, the next maturing installment of
principal on all Serial Bonds, the principal amount of
Mandatory Term Bonds of each Series then outstanding
required to be retired in satisfaction of the Mandatory
Amortization Requirements for such Fiscal Year and the
Monthly State Loan Requirement; provided, however, that
the maximum amounts deposited to the credit of said
Accounts and Fund in any Fiscal Year shall not exceed
the total Principal and Interest Requirements in such
Fiscal Year multiplied by the fraction, the numerator of
which is the total principal amount of Bonds originally
issued hereunder and the total amount of State Loans
originally undertaken by the City without taking into
account any repayment of principal on either thereof
(the "Original Debt Amount") that have been allocated
V-ll
to Expansion Projects by certificate of the Consulting
Engineers at the time of issuance of Bonds or the under-
taking of State Loans and the denominator of which is the
Original Debt Amount for all Bonds issued hereunder an~
all State Loans undertaken by the City. If Impact Fees
are applied to redeem Serial BOnds or to redeem or pay
Term Bonds in excess of the Mandatory Amortization Re-
quirements for such Fiscal Year or to pay principal por-
tions of a State Loan in advance of its scheduled payment
date, the numerator of the fraction described above shall
thereafter be reduced by the principal amount of Bonds
and State Loans so retired in advance, the fraction de-
scribed above, as adjusted from time to time being herein
called the "Expansion Project Percentage", and (b) deposit
to the credit of the Reserve Account any balance of the
Impact Fees in an amOunt determined by multiplying the
Reserve Account Deposit Requirement for such month by the
Expansion PrOject Percentage.
Any moneys remaining to the credit of the Impact Fee
Fund may at the election of the City be applied:
(A) to fund an amount equal to the Expansion
Project Percentage of the Principal and'Interest
Requirements for the next ensuing Fiscal Year to be
set aside in a subaccount in the Impact Fee Fund as
a rate stabilization fund and applied on the 20th
day of each month preceding an Interest Payment
Date to the extent such moneys are needed to make
up deficiencies in the maximum payments permitted
to be made to the credit of the Bond Service Account,
the Mandatory Redemption Account, the Loan Repayment
Fund and the Reserve Account pursuant to the first
paragraph of this Section;
(B) to reimburse the City for payments made
from Revenues pursuant to Section 505(a), (b), (c)
or (d) which could have been made from Impact Fees
had sufficient Impact Fees then been available by
depositing moneys to the credit of the Bond Service
Account, the Mandatory Redemption Account~ the Reserve
Account or the Loan Repayment Fund;
(C) to fund a special subaccount in the
Impact Fee Fund in an amount necessary as estimated
by the City to pay all or any part of the cost of
any Expansion Project; and
V-12
(D) subject to the limitation set
forth in the last paragraph of this Section,
to deposit to the credit of the Mandatory
Redemption Account any remaining Impact
Fees, which moneys will be used at the ear-
liest date practicable to purchase or redeem
Bonds pursuant to the provisions of Section
508 hereof in advance of their'maturities
or mandatory redemption dates, except that
the City may designate particular Series of
Bonds to be purchased or redeemed from.moneys
in the Impact Fee Fund before any other
Bonds may be so purchased or redeemed.
Moneys deposited in the special subaccount of the
Impact Fee Fund pursuant to paragraph (~C) above shall be
transferred to the Construction Fund and applied to the
payment of the costs of Expansion Projects in accordance
withlthe requirements of Art±cle IV of this Resolution.
Until such moneys are transferred to the Construction
Fund, they shall be available to be applied to the pur-
poses described in paragraphs (B) and (D) above in that
order.
The maximum amount of Impact Fees that may be applied
for the purposes of paragraph CD) above shall not exceed
the Expansion PrOject Percentage of the Original Debt
Amount less the sum of (a) the principal amount of Bonds
and State Loans theretofore purchased, redeemed or paid at
maturity from Impact Fees, (D) amounts on deposit in the
rate stabilization fund described in paragraph(A) above,
(c) amounts reimbursed to the City for principal payments
on Bonds and State Loans pursuant to paragraph (B)
above, and (.d) amounts transferred to the Reserve Account
pursuant to paragraphs (A) and (B) above and not theretofore
applied to the payment of principal or interest on the Bonds.
Section 515. Moneys Held in Trust. Ail moneys
which the Director of Finance shall have withdrawn from~%he
Sinking Fund or shall have received from any other source
and set aside for the purpose of paying any of the Bonds
hereby secured, either at the maturity thereof or upon call
for redemption shall be held in trust for the respective
owners of such Bonds. But any moneys which shall be so set
aside or deposited by the Director of Finance and which shall
remain unclaimed by the owners of such Bonds for the period
of six (6) years after the date on which such Bonds shall
have become due and payable shall upon request in writing be
V-13
paid to the City or to such officer, board or body as may
then be entitled by law to receive the same, and thereafter
the owners of such Bonds shall look only to the City or to
such officer, board or body, as the case may be, for the
payment and then only to the extent of the amounts so
received without any interest thereon, and the Director of
Finance shall have .no responsibility with respect to such
moneys.
Section 516. Cancellation of Bonds. Ail Bonds paid,
redeemed or purchased, either at or before maturity shall be
cancelled upon the payment, redemPtion or purchase of such
Bonds and shall be delivered to the City Manager when such
payment, redemption or purchase is made. All Bonds cancelled
under any of the provisions of this Resolution shall be
destroyed by the City Manager, who shall execute a certificate
in duplicate describing the Bonds and coupons so destroyed
except that the numbers of the Bonds to which such coupons
appertain may be omitted unless otherwise directed by the
City, and one exe¢6ted certificate shall be filed with the
City Clerk and the other executed certificate shall be
retained by the City Manager.
V-14
ARTICLE VI.
Depositaries of Moneys, Security for Deposits
and Investment of Funds°
Section 601. Security for Deposits. Ail moneys
received by the City under the provisions of this Resolu-
tion shall be deposited with a Depositary or Deposit-
aries, shall be held in trust, shall be applied only in
accordance with the provisions of this Resolution and
shall not be subject to lien or attachment by any creditor
of the City.
Ail moneys deposited with any Depositary hereunder
in excess of the amount guaranteed by the Federal Deposit
Insurance Corporation or other Federal agency shall be
continuously secured for the benefit of the City and the
owners of the Bonds, either (a) by lodging with a bank or
trust company approved by the City as custodian, or, if
then permitted by law, by setting aside under control of
the trust department of the bank holding such deposit, as
collateral security, Government Obligations, or, with the
approval of the City Manager, other Investment Obligations
eligible as security for the deposit of trust funds under
applicable regulations of the Comptroller of the Currency
of the United States or applicable State of Florida law
or regulations, having a market value (exclusive of accrued
interest) not less than the amount of such deposit, or
(b), if the furnishing of security as provided in (a) of
this Section is not permitted by applicable law, in such
other manner as may then be required, or permitted by
applicable State of Florida or Federal laws or regulations
regarding the security for, or granting a preference in
the case of, the deposit of trust funds; provided, how-
ever, that it shall not be necessary for the Paying Agents
to give security for the deposits of any moneys with them
for the payment of the principal of or the redemption
premium on any Bonds issued hereunder, or for the Fiscal
Agent or any Depositary to give security for any moneys
which shall be represented by obligations purchased under
the provisions of this Article as an investment of such
moneys.
VI - 1
Ail moneys deposited with each Depositary shall be
credited to the particular Fund or Account to which such
moneys belong.
Section 602. InVestment of Moneys. Moneys held
for the credit of the Construction Fund~ the Revenue
Fund, the Bond Service Account, the Mandatory Redemption
Account, the Renewal and Replacement Fund, the General
Reserve Fund and the Loan Repayment Fundv shall, as nearly
as may be practicable, be continuously invested and reinvested
in Investment Obligations which shall mature, or which shall
be subject to redemption by the holder thereof at the option
of such holder, not later than the respective dates when
moneys held for the credit of said Funds and Accounts will
be required for the purposes intended, or in Time Deposits;
provided, however, that each such Time Deposit shall permit
the moneys so placed to be available for use at the times
provided above.
Moneys held for the credit of the Reserve Account
shall, as nearly as may be practicable, be continuously
invested and reinvested in Investment Obligations, which
Investment Obligations shall mature, or shall be subject to
redemption by the holder thereof at the option of such
holder, not later than ten (10) years after the date of such
investment, or in Time Deposits, provided, however, that
each such Time Deposit shall permit the moneys so placed to
be available for use at the times provided above.
Investment Obligations and Time Deposits so purchased
as an investment of moneys in any such Fund or Account shall
be deemed at all times to be part of such Fund or Account.
The interest accruing thereon and any profit realized from
such investment shall be credited to such Fund or Account
and any loss resulting from such investment shall be charged
to such Fund or Account, provided, however, that interest
accruing on and any profit realized from the investment of
moneys in the Renewal and Replacement Fund and the General
Reserve Fund shall be deposited to the credit of the Revenue
Fund and the Expansion Project Percentage of such interest
and profit from investment of moneys in the Bond Service
Account, the Mandatory Redemption Account, the Reserve
Account and the Loan Repayment Fund shall be deposited to
the credit of the Impact Fee Fund. The Director of Finance
shall sell or present for payment or redemption any Invest-
ment Obligations so acquired whenever it shall be necessary
so to do in order to provide moneys to meet any payment
VI-2
from such Fund or Account. Neither the City Manager nor any
agent thereof shall be liable or responsible for any loss
resulting from any such investment.
In computing the amount in any Fund or Account created
pursuant to the provisions of this Resolution obligations
purchased as an investment of moneys therein shall be valued
at the cost or market price thereof, whichever is lower,
exclusive of accrued interest°
VI-3
ARTICLE VII.
Particular Covenants.
Section 701. Payment of Principal, Interest and
Premium. The City covenants that it will promptly pay
the principal of and the interest on each and every Bond
issued under the provisions of this Resolution at the
places, on the dates and in the manner specified herein
and in said Bonds and in the coupons, if any, appertain-
ing thereto, and any premium required for the retirement of
said Bonds by purchase or redemption, according to the true
intent and meaning thereof. Such principal, interest and
premium will be payable solely from the Revenues and the
Impact Fees and said Revenues and Impact Fees are hereby
pledged to the payment thereof in the manner and to the
extent hereinabove particularly specified.
Bonds issued under the provisions of this Resolution
shall not be deemed to constitute a debt of the City or a
pledge of the faith and credit of the City but such Bonds
shall be payable solely from the fund provided therefor from
Revenues and Impact Fees. The issuance of the Bonds shall
not directly or indirectly or contingently obligate the City
to levy or to pledge any form of taxation whatever therefor,
nor shall any such Bonds constitute a charge, lien or
encumbrance, legal or equitable, upon any property of the
City.
Section 702. Construction of Improvements; Opera-
tion of Water and Sewer Utility. The City covenants
that it will construct the Project and any Improvements
for the construction of which Bonds shall be issued under
the provisions of this Resolution, or for which moneys
repayable from the proceeds of Bonds issued under the
provisions of this Resolution shall have been advanced
to the City, in accordance with plans theretofore
approved by the Consulting Engineers and that upon the
completion of the Project and such Improvements it will
operate and maintain the same as a part of the Water and
Sewer Utility. The City further covenants that it will
require each person, firm or corporation with whom it may
contract for construction to furnish a performance bond in
the full amount of any contract exceeding Twenty-Five
Thousand Dollars ($25,000) in amount, or in lieu thereof,
to deposit with the City Manager to insure performance of
such contract marketable securities having a market value
equal to the amount of such contract and eligible as
VII-1
security for the deposit of trust funds as provided in
Section 601 of this Resolution. The City further covenants
and agrees that the proceeds of any such performance bond or
securities will forthwith, upon receipt of such proceeds, be
applied toward the completion of the contract in connection
with which such performance bond or securities shall have
been furnished.
The City further covenants and agrees that each
such contract for construction will also provide that
payments thereunder shall not be made by the City in ex-
cess of ninety-five per centum (95%) of current estimates
except payment of the final balance due under any such
contract.
The City further covenants that it will establish
and enforce reasonable rules and regulations governing
the use of the Water and Sewer Utility and the operations
thereof, that all compensation, salaries, fees and wages
paid by it in connection with the maintenance, repair and
operation of the Water and Sewer Utility will be reasonable,
that no more persons will be employed by it than are
necessary, that it will operate the Water and Sewer Utility
in an efficient and economical manner, that it will at all
times maintain the Water and Sewer Utility in good repair
and in sound operating condition and will make all necessary
repairs, renewals and replacements, and that it will comply
with all valid acts, rules, regulations, orders and direc-
tions of any legislative, executive, administrative or
judicial body applicable to the Water and Sewer Utility.
Section 703. Covenant Against Encumbrances. The
City further convenants that, from the Revenues~ it will
pay all governmental charges lawfully levied or assessed
upon the Water and Sewer Utility or any part thereof or
upon any Revenues when the same shall become due, that it
will duly observe and comply with all valid requirements of
any municipal or governmental authority relative to the
Water and Sewer Utility, that it will not create or suffer
to be created any lien or charge upon the Water and Sewer
Utility or any part thereof, or on the Revenues or the
Impact Fees, other than as provided herein, ranking equally
with or prior to the Bonds, and that, out of the Revenues
and the Impac~ Fees, it will pay or cause to be discharged,
or will make adequate provision to satisfy and discharge all
lawful claims and demands for labor, materials, supplies or
other objects which, if unpaid, might by law become a lien
upon the Water and Sewer Utility or any part thereof or
the Revenues or the Impact Fees; provided, however, that
VI I-2
nothing contained in this Section shall require the City to
pay or cause to be discharged, or make provision for, any
such lien or charge so long as the validity thereof shall be
contested in good faith and by appropriate legal proceedings.
Section 704. Employment of Consulting Engineers.
The City covenants and a~rees that so long as any 'Bonds
are outstanding under this Resolution, it will employ
an independent engineer or engineering firm or corpora-
tion having a favorable repute for skill and experience
in the construction and operation of waterworks and
sewer systems. Except for any fees and expenses in-
curred under the provisions of Section 403 of this
Resolution, the cost of employing Consulting Engineers
shall be treated as a part of the cost of operation and
maintenance of the Water and Sewer Utility.
It shall be the duty of the Consulting Engineers to
prepare and file with the City and the Fiscal Agent on or
before the 1st day of August in each year a report setting
forth their recommendations as to any necessary or advis-
able revisions of rates and charges, their statement as to
the quality of the maintenance of the Water and Sewer
Utility and such other advice and recommendations as they
may deem desirable and it shall be the duty of the Consulting
Engineers to include in such report their recommendations as
to the amount that should be deposited monthly during the
next Fiscal Year to the credit of the Renewal and Replacement
Fund for the purposes set forth' in Section 511 of this
Resolution together with their recommendations as to the
respective amounts to be applied to capital expenditure
items and to extraordinary maintenance items.
The City further covenants that the Consulting
Engineers shall at all times have free access to all
properties of the Water and Sewer Utility and every part
thereof for the purposes of inspection and examination, and
that its boo-ks, records and accounts may be examined by
the Consulting Engineers at all reasonable times.
The City may employ a Utility Rate Consultant to
provide as appropriate certain of the report information
required by this Section.
Section 705. Employment of Accountant. The City
covenants and agrees that it will for the purpose of
performing and carrying out the duties imposed on the
Accountant by this Resolution'employ a certified public
accountant or firm of certified public accountants
of suitable experience and responsibility.
VII-3
Section 706. Insurance. The City covenants that
it will at all times carry insurance, in a responsible
insurance company or companies authorized and qualified
under the laws of the State of Florida to assume the
risk thereof, covering such properties belonging to the
Water and Sewer Utility as are customarily insured, and
against loss or damage from such causes as are customarily
insured against, by companies engaged in similar business°
Ail such policies shall be for the benefit of the City,
shall be made payable to the City and shall be deposited
with the City Manager, and copies of such Policies shall be
filed with the Director of Finance and the City Manager
shall have the sole right to receive the proceeds of such
policies and to collect and receipt for claims thereunder.
The proceeds of any and all such insurance shall be deposi-
ted by the City Manager in the name of the City in a De-
pos itary.
The City covenants that, upon any loss or damage to
any properties of the Water and Sewer Utility resulting
from any cause, whether or not such loss or damage shall
be covered by insurance, it will proceed with the repairing,
replacing or reconstructing (either in accordance with the
original or a different design) of the damaged or destroyed
property, and that it will forthwith commence and diligently
prosecute the repair, replacement or reconstruction of the
damaged or destroyed property unless it shall determine
after consultation with the Consulting Engineers that the
repair, replacement or reconstruction of such property is
not essential to the efficient operation of the Water and
Sewer Utility.
The proceeds of all insurance referred to in this
Section shall be available for and shall, to the extent
necessary, be applied to the repair, replacement or
reconstruction of the damaged or destroyed property,
and shall be paid out in the manner hereinabove provided
for payments from the Construction Fund. If such pro-
ceeds are more than sufficient for such purpose, the
balance remaining shall be deposited to the credit
of the Renewal and Replacement Fund. If such proceeds
shall be insufficient for such purpose, the deficiency
may be supplied out of any moneys an the Renewal and
Replacement Fund.
VII-4
Ail insurance policies shall be open to the inspec-
tion of the Owners and their representatives at all reason-
able times. The City Manager is hereby authorized in the
name of the City to demand, collect, sue and receipt for the
insurance money which may become due and payable under any
policies payable to it. Any appraisement or adjustment of
any loss of damage and any settlement or payment of indem-
nity therefor which may be agreed upon between the City and
any insurer shall be evidenced to the City Manager by
a certificate signed by the officer or officers of the
City responsible for managing the Water and Sewer Utility.
Notwithstanding the foregoing provisions of this
Section, the City may institute and maintain fiscally
sound and prudent Self-insurance programs with regard to
such risks as shall be consistent with the recommendations
of a qualified and regionally recognized insurance con-
sultant.
Section 707. Use of Revenues and Impact Fees. The
City covenants and agrees that, so long as any of the
Bonds secured hereby shall be outstanding, none of the
Revenues and Impact Fees will be used for any purpose other
than as provided in this Resolution, and that no contract or
contracts will be entered into or any action taken by which
the rights of holders of the Bonds might be impaired or
diminished.
Section 708. Separate Systems. The City covenants
and agrees that, so long as any of the Bonds secured here-
by shall be outstanding, it will not incur any obligation
or indebtedness nor issue any bonds for the purpose of
paying the cost of acquisition of any water or sewer system
or water and sewer system which system shall remain separate
from the Water and Sewer Utility unless such obligation,
indebtedness or bonds shall not be superior to the Bonds
issued pursuant to this Resolution as to payment from the
revenues of such separate system.
Section 709. Records, Accounts and Audits. The
City covenants that it will keep the funds, accounts,
moneys and investments of the Water and Sewer Utility
separate from all other funds, accounts, moneys and
investments of the City or any of its departments, and
that it will keep accurate records and accounts of all
items of costs and of all expenditures relating to the
VII-5
Water and Sewer Utility and of the Revenues and Impact Fees
collected and the application of such Revenues and Impact
Fees, and of the number of the users of water in each
classification. Such records and accounts shall be open to
the inspection of all interested persons.
The City further covenants that at least quarterly
during each Fiscal Year beginning with the first full
Fiscal Year following the date of delivery of Bonds
pursuant to Section 207 of this Resolution it will cause
to be filed with the City Clerk and the City Manager cop-
ies of any revisions of the water and sewer rates during
the preceding three-month period and an unaudited interim
report, signed by the City Manager, setting forth in re-
spect of the preceding three-month period:
(a) a separate income and expense account for'
the Water and Sewer Utility showing the Net Revenues
and a calculation showing whether the City is in
compliance with Section 502 of this Resolution,
(b) a statement of the number and classifica-
tion of the users of the Water and Sewer Utility,
(c) all deposits to the credit of and with-
drawals from each special Fund and Account created
under the provisions of this Resolution,
(d) the details of all Bonds issued, paid,
purchased or redeemed,
(e) a balance sheet as of the end of such
three-month period, and
(f) the amounts on deposit at the end of
such three-month period in each bank or trust com-
pany and the security held therefor.
The City further covenants that within four months
after the close of each Fiscal Year it will cause an audit
to be completed of its books and accounts pertaining to
the Water and Sewer Utility by the Accountant. Reports of
each such audit shall be filed with the City Council, the
City Manager and the Director of Finance, and copies of such
report shall be mailed to any Owner who shall have filed his
name and address with the City Clerk for such purpose. Each
such audit report shall set forth in respect of said Fiscal
Year the same matters as are hereinabove required for the
quarterly reports and shall include a comparison with the
VI I-6
Annual Budget for said Fiscal Year. The Accountant, in
addition to such audit report, shall furnish a special re-
port stating that an examination of the financial statements
has been conducted in accordance with generally accepted
auditing standards and stating whether such financial
statements present fairly the financial position of the
Water and Sewer Utility and the results of its operations
and changes in its financial position for the period
covered by such audit report in conformity with generally
accepted accounting principles applied on a consistent
basis. Such special report shall state (i) whether at
year end any violation of bond covenants existed and
(ii) if at any time during the Fiscal Year under audit
an event of default (as defined in Section 802(a) through
(e) inclusive) occurred and if so, the nature of the
default. Such special reports shall be limited to finan-
cial matters described in the Resolution. In the event
that for any reason beyond the control of the City, it
is unable to obtain the foregoing certificate as to com--
pliance with generally accepted accounting principles
and is taking all reasonable and feasible actions to
obtain such certificates as to subsequent Fiscal Years,
the City shall be deemed to be in compliance with the
provisions of the Section, if, in lieu of the certificate
required above such certificate states the reasons for
such non-compliance or non-conformity.
The City further covenants that it will cause any
additional reports or audits relating to the Water and
Sewer Utility to be made as required by law or by any
applicable rules or regulations of any governmental
authority having jurisdiction in the premises. The
cost of such audits shall be treated as a part of the
cost of operation.
For the purposes of this Resolution each Fund and
Account created hereunder shall be a series of accounts
within the book of accounts of the Water and Sewer Utility
and shall connote a segregation of accounts, which will
support special purpose disclosure reports, not to be
construed as a separate set of books of accounts.
Section 710. Mandatory Connections. The City
willr to the full extent permitted by law, require all
lands, buildings and structures within the City's
service area, fronting or abutting on the lines of the
Water and Sewer Utility, or any part thereof, or which
can use the facilities of the Water and Sewer Utility to
VII-7
connect with ann use such facilities within ninety (90)
days after notification that service is available. The
City will not grant a franchise for the operation of any
competing water system or sewer system .sg long as any Bonds
are outstanding hereunder.
Section 711. Supervisory Personnel. The City
in operating the Water and Sewer Utility will employ
or designate one or more of its qualified employees
as manager who. has demonstrated ability and experience
in operating similar facilities, and will require all
employees who may have possession of money derived
from the operation of the Water and Sewer Utilility to
be covered by a fidelity bond, written by a responsible
indemnity company in amounts fully adequate to protect
the City from loss..
Section 712. Subordinate Obligations. Not-
withstanding a~y other provision of this Resolution,
the City may issue obligations or incur indebtedness
other than the Bonds and a State Loan from time to time
which are payable in whole or in part from the Revenues,
but only if such obligations are, by their terms, sub-
ordinate in right to payment from the Revenue to all
Bonds and any such State Loan theretofore or there-
after issued or incurred under the provisions of this
Resolution.
Section 713. No Free Service. The City will not
render or cause to be rendered any free services of any
nature by the facilities of the Water and Sewer Utility
nor will any preferential rates be established for users
of the same class; the City including its departments,
agencies and instrumentalities in the service area, shall
avail itself of the facilities of the Water and Sewer
Utility, and the same rates, fees or charges applicable
to other customers receiving like services under similar
circumstances shall be charged to the City and any such
department, agency or instrumentality. Such charges will
be paid as they accrue, and the City shall transfer
from its appropriate funds sufficient sums to pay such
charges. The moneys so received shall be deemed to be
Revenues derived from the operation of the Water and
Sewer Utility, and shall be deposited and accounted for
in the same manner as other Revenues derived from such
operation of the Water and Sewer Utility.
VII-8
Section 714. Failure to Pay for Services. Upon
failure of any user to pay for services rendered within
ninety (90) days, the City shall shut off the connec-
tiOn of such user to the Water and Sewer Utility and
shall not furnish him or permit him to receive further
service until all obligations owed by him to the City
on account of services shall have been paid in full.
This covenant shall not, however, prevent the City from
causing any connection to be shut off sooner. To the extent
permitted by law, the City shall not provide any water or
sewer service to any new property owner until such~time as
all delinquent charges owed for services rendered to such
property are paid.
Section 715. Enforcement of Collections. The City
will diligently enforce and collect the rates, fees and
other charges for the services of the Water and Sewer
Utility; will take all steps, actions and proceedings for
the enforcement and collections of such rates, fees and
charges as shall become delinquent to the full extent
permitted or authorized by law; and will maintain accurate
records with respect thereto. Ail such rates, fees,
charges and revenues herein pledged shall, as collected
be held in trust to be applied'as provided in this
Resolution and not otherwise.
Section 716. No Sale or Mortgage of Water and Sewer
Utility. (a) The City covenants that so long as any
Bonds shall be outstanding under the provisions of
this Resolution and except as in this Resolution other-
wise permitted, it will not sell, lease or otherwise
dispose of or encumber the Water and Sewer Utility or
any part thereof. The City may, however, from time to
time, sell any machinery, fixtures, apparatus, tools,
instruments, or other movable property acquired by it in
connection with the Water and Sewer Utility, or any
materials used in connection therewith, if the City
shall determine that such articles are no longer needed
or are no longer useful in connection with the construc-
tion or operation and maintenance of the Water and Sewer
Utility, and the proceeds thereof shall be applied to the
replacement of the properties so sold or disposed of or
shall be deposited to the credit of the Mandatory Redemption
Account or the Renewal and Replacement Fund, at the
option of the City.
VII-9
(b) Notwithstanding the provisions of paragraph
(a) of this Section, the-City may from time to time
sell, trade or lease such other property forming part
of the Water and Sewer Utility as is not needed or serves
no useful purpose in connection with the maintenance and
operation of the Water and Sewer Utility and the proceeds
of any such sale of property which is declared by resolu-
tion of the City Council to be unnecessary for the Water
and Sewer Utility shall be deposited to the credit of the
Mandatory Redemption Account or the Renewal and Replacement
Fund, as may be provided by such resolution. The property
received in exchange pursuant to any trade shall be deemed
to be a part of the Water and Sewer Utility. The rentals
under any such lease shall be deposited to the credit of the
Revenue Fund.
(c) Notwithstanding the provisions of paragraph (a)
of this Section, the City may from time to time per-
manently abandon the use of, sell, trade or lease any
property forming a part of the Water and Sewer Utility
but only if
(1) there shall be filed with the City
Clerk and the Director of Finance prior to such aban-
donment, sale or lease a certificate, signed by th~
City Manager and approved by the Consulting Engineers,
stating
(A) that the City is not then in
default in the performance of any of the
covenants, conditions, agreements or pro-
visions contained in this Resolution, and
(B) that the Net Revenues for the
next preceding Fiscal Year, after giving
effect to such abandonment, sale or lease
and any replacement and after adjustment
to reflect the moneys which would have been
received if the rate schedule in effect on
the date of such certificate had been in
effect throughout such Fiscal Year, are
not less than one hundred twenty per centum
(120%) of the maximum aggregate Principal and
Interest Requirements for any Fiscal Year
thereafter, and
VII-10
(2) the amount held for the credit of the
~Reserve Account is equal to the Reserve Account
Requirement.
The proceeds of the sale of any property forming
part of the Water and Sewer Utility under the provisions
of paragraph (c) of this Section shall either be deposited
by the City to the credit of the Mandatory Redemption
Account or the Renewal and Replacement Fund, at the option
of the City, or shall be applied to the replacement of the
property so sold, and any property acquired as such replace-
ment shall become a part of the Water and Sewer Utility
subject to the provisions of this Resolution. The rentals
under any such lease shall be deposited to the credit of the
Revenue Fund.
Section 717. Right to Borrow from State. Notwith-
standing anything contained in this Resolution, the City
shall have the right from time to time to enter into State
Loans pursuant to which the obligation of the City to repay
the same will enjoy a claim on Revenues and Impact Fees by
virtue of the loan being payable from deposits to the Loan
Repayment Fund under Section 505(d) of this Resolution with-
out limitation as to amount, provided that the City shall
file with the City Clerk certificates similar in tenor
to those furnished pursuant to clauses (c) and (d) of
Section 208 of this Resolution and such certificates shall
evidence compliance with the earnings tests set forth in
said Section 208. For purposes of this Section and for the
purpose of evidencing compliance with the tests set forth in
said Section 208, the term "State Loan" shall be substituted
for the term "Additional Bonds."
Section 718. Right to Borrow and Pledge Federal
Grants. Notwithstanding anything contained' in this
Resolution, the City shall have the right from time to
time to incur indebtedness to any person for the purpose
of paying all or any part of the Cost of Improvements for
paying the cost of which the City has a grant agreement
with the Federal government provided, that such in-
debtedness shall be payable as to principal, interest and
premium solely from moneys to be received by the City
pursuant to such grant agreement and such indebtedness
may in no event be payable from Revenues and Impact Fees.
VII-11
Section 719. Enforcement of Collections of Revenues
and Imposition, Collection and Release of Impact Fees. The
City covenants to enforce diligently its right to receive
the Revenues and to enforce and collect the fees, rates,
rentals and other charges for the use of the Water and Sewer
Utility. The City will not take any action that will impair
or adversely affect its right to fix, charge, collect and
receive the Revenues herein pledged or impair or adversely
affect in any manner the pledge of Revenues made herein or
the rights of the Owners or the State pursuant to a State
Loan. The City shall be unconditionally and irrevocably
obligated so long as any Bonds are outstanding to take all
lawful action necessary to continue to entitle the City to
receive the Revenues in at least the amounts required by
this Resolution.
Until the lien on Impact Fees created by this Resolu-
tion is released pursuant to this Section, the City shall
maintain in effect an ordinance pursuant to which it will
establish just and equitable Impact Fees taking into account
the recommendations of the Consulting Engineers. The City
shall enforce diligently its right to impose and collect
Impact Fees and shall diligently enforce and collect the
same. The'City shall not take any action that will impair
or adversely affect its right to impose and collect Impact
Fees as herein pledged or impair or adversely affect the
pledge of the Impact Fees made herein or the rights of the
Owners.
Notwithstanding any other provisions in this Resolution,
the City's obligation to impose~ collect and apply Impact
Fees in accOrdance with this Resolution shall terminate and
the lien created by this Resolution on such Impact Fees
shall be~released as soon as the total amount of Bonds
purchased, redeemed or paid at maturity from Impact Fees and
the total amount of principal on State Loans retired from
Impact Fees together with the amount of Impact Fees on
deposit in the rate stabilization fund pursuant to paragraph
(A) of Section 514 and the amounts used to reimburse the
City pursuant to paragraph (B}. of Section 514 equal the
Expansion Project Percentage of the Original Debt Amount.
VII-12
ARTICLE VIII.
Remedies.
Section 801. Extension of Interest Payment. In
case the time for the payment of any interest on any Bond
shall be extended, whether or not such extension be by or
with the consent of the City, such.interest so extended
shall not be entitled in case of default hereunder to the
benefit or security of this ResolUtion except subject to the
prior payment in full of the principal of all Bonds then
outstanding and of all interest the time for the payment
of which shall not have been extended.
Section 802. Events of Default. Each of the
following events is hereby declared an "event of de-
fault", that is to say: If
(a) payment of the principal and of the
redemption premium, if any, of any of the Bonds
shall not be made when the same shall become due
and payable, either at maturity or by proceedings
for redemption or otherwise; or
(b) payment of any installment of interest
on any of the Bonds shall not be made when the same
shall become due and payable; or
(c) payment of any amount required to satisfy
any Mandatory Amortization Requirement shall not be
made, if required herein; or
(d) payment of any required deposit to the
Loan Repayment Fund shall not be made which shall
have the effect of the City not being able to make
an Annual Loan Payment; or
(e) the City shall for any reason be rendered
incapable of fulfilling its obligations hereunder;
or
(f) any part of the Water and Sewer Utility
necessary for its effective operation shall be
~destroyed or damaged and shall not be properly
and timely repaired, replaced or reconstructed; or
VIII-1
(g) final judgment for the payment of money
shall be rendered against the City as a result of the
ownership, control or operation of the Water and
Sewer Utility and any such judgment shall not be
discharged within sixty (60) days from the entry
thereof or an appeal shall not be taken therefrom
or from the order, decree or process upon which or
pursuant to which such judgment shall have been
granted or entered, in such manner as to stay the
execution of or levy under such judgment, order,
decree or process or the enforcement thereof; or
(h) if the City admits in writing its inabil-
ity to pay its debts generally as they become due, or
files a petition in bankruptcy or makes an assignment
for the benefit of its creditors or consents to the
appointment~of a receiver or trustee for itself or
for the whole or any Part of the Water and Sewer
Utility; or
(i) if the City is adjudged insolvent by a
court of competent jurisdiction, or it be adjudged
a bankrupt on a petition in bankruptcy filed against
the City, or an order, judgment or decree be entered
by any court of competent jurisdiction appointing,
without the consent of the City, a receiver or
trustee of the City or Of the whole or any part of
its property and any if the aforesaid adjudications,
orders, judgments or decrees shall not be vacated or
set aside or stayed within ninety (90) days from the
date of entry thereof; or
(j) if the City shall file a petition or
answer seeking reorganization or any arrangement
under the Federal bankruptcy laws or any other
applicable law or statute of the United States of
America or any state thereof; or
(k) if, under the provisions of any other
law for the relief or aid of debtors, any court
of competent jurisdiction shall assume custody or
control of the City or'~of the whole or any substan-
tial part of its property, and such custody or
control shall not be terminated within ninety (90)
days from the date of assumption of such custody or
control; or
VIII-2
(1) the City shall default in the due and
punctual performance of any other of the covenants,
conditions, agreements and provisions contained in
the Bonds or in this Resolution on the part of the
City to be performed and such default shall continue
for thirty (30) days after written notice specifying
such default and requiring same to be remedied shall
have been given to the City by the Owners of not less
than twenty-five per centum (25%) in aggregate prin-
cipal amount of the Bonds then outstanding.
Section 803. Acceleration of Maturities. Upon the
happening and continuance of any event of default speci-
fied in clauses (a) through (1) of Section 802 of this
Article, then and in every such case the Owners of not less
than twenty-five per centum (25%) in'aggregate principal
amount of the Bonds then outstanding shall, by a notice in
writing'to the City, declare the principal of all of the
Bonds then outstanding (if not then due and payable) to be
due and payable immediately, and upon such declaration the
same shall become and be immediately due and payable, any-
thing contained in the Bonds or in this ResolUtion to the
contrary notwithstanding; provided that if at any time after
the principal of the Bonds shall have been so declared to be
due and payable, and before t~he entry of final judgment or
decree in any suit, action or proceeding instituted on
account of such default, or before the completion of the
enforcement of any other remedy under this Resolution,
moneys shall have accumulated in the Sinking Fund sufficient
to pay the principal of all matured Bonds and all arrears of
interest, if any, upon all Bonds then outstanding (except
the principal of any Bonds not then due except by virtue of
such declaration and the interest accrued on such Bonds
since the last interest payment date), and all amounts then
payable by the City hereunder shall have been paid or a sum
sufficient to'pay the same shall have been deposited by
the Director of Finance or with the Bond Registrar, and
every other default in the observance or performance of any
covenant, condition, agreement or provision contained in the
Bonds or in this Resolution (other than a default in the
payment of the principal of such Bonds then due only because
of a declaration under this Section) shall have been remedied,
then and in every such case -the Owners of not less than
twenty-five per centum (25%) in aggregate principal amount
of the Bonds not then due except by virtue of such declara-
tion and then outstanding shall, by written notice to the
City, rescind and annul such declaration and its conse-
quences, but no such rescission or annulment shall extend
VIII-3
to or affect any subsequent default or impair any right
consequent thereon.
Section 804. Enforcement of Remedies. Upon the
happening and continuance of any event of default specified
in Section 802 of this Article, then and in every such case
the Owners of not less than twenty-five per centum (25%) in
aggregate principal amount of the Bonds then outstanding
hereunder shall proceed to protect and enforce the rights of
the Owners under Florida law, or under this Resolution by
such suits, actions or special proceedings in equity or at
law, either for the specific performance of any covenant or
agreement contained herein or in aid or execution of any
power herein granted or for the enforcement of any proper
legal or equitable remedy, as such Owners shall deem most
effeCtual to protect and enforce such rights and including
the rights to appointment of a receiver of the Water and
Sewer Utility in an appropriate judicial proceeding in a
court of competent jurisdiction.
Section 805. Pro Rata Application of Funds. Any-
thing in this Resolution to the contrary notwithstand-
ing, if at any time the moneys in the Sinking Fund shall
not be sufficient to pay the principal of or the inter-
est on the Bonds as the same become due and payable
(either by their terms or by acceleration of maturities
under the provisions of Section 803 of this Article),
such moneys, together with any moneys then available or
thereafter becoming available for such purpose, whether
through the exercise of the remedies provided for in
this Article or otherwise, shall be applied as follows:
(a) Unless the principal of all the Bonds
shall have become due and payable or shall have
been declared due and payable, all such moneys
shall be applied
first: to the payment of the persons
entitled thereto of all installments of in-
terest then due and payable on the Bonds,
in the order in which such installments
become due and payable, and, if the amount
available shall not be sufficient to pay in
full, any particular installment, then to
the payment ratably, according to the amounts
due on such installment, to the persons en-
titled thereto, without any discrimination
or preference except as to any difference
in the respective rates of interest speci-
fied in the Bonds;
VIII-4
second: to the payment of the persons
entitled thereto of the unpaid principal of
any of the Bonds which shall have become due
(other than Bonds called for redemption for
the payment of which sufficient moneys are
held pursuant to the provisions of this Resolu-
tion), in the order of their due dates, with
interest upon such Bonds at the respective
rates specified therein from the respective
dates upon which they became due, and, if
the amount available shall not be sufficient
to pay in full the principal of Bonds due on
any par.ticular date, together with such
interest, then to the payment first of such
-interest, ratably according to the amount of
such interest due on such date, and then to
the payment' of such principal, ratably
according to the amount of such principal
due on such date, to the persons entitled
thereto without any discrimination or
preference except as to any difference in
the respective rates of interest specified
in the Bonds; and
third: to the payment of the interest
on and the principal of the Bonds, to the
purchase and retirement of Bonds and to the
redemption of Bonds, all in accordance with
the provisions of Article V of this Resolu-
tion.
(b) If the principal of all the Bonds shall
have become due and payable or shall have been de-
clared due and payable, all such moneys shall be
applied to the payment of the principal and inter-
est then due and unpaid upon the Bonds, without
preference or priority of principal over interest
or of interest over principal or of any installment
of interest over any other installment of interest,
or of any Bond over any other Bond, ratably, accord-
ing to the amounts due respectively for principal
and interest, to the persons entitled thereto with-
out any discrimination or preference except as to
any difference in the respective rates of interest
specified in the Bonds.
(c) If the principal of all the Bonds shall
have been declared due and payable and if such
declaration shall thereafter have been rescinded
and annulled under the provisions of Section 803
of this Article, then, subject to the provisions
of paragraph (b) of this Section in the event that
the principal of all the Bonds shall later become
due or be declared due and payable, the moneys re-
maining in and thereafter accruing to the Sinking
Fund shall be applied in accordance with the pro-
visions of paragraph (a) of this Section.
The provisions of this Section are in all respects
subject to the provisions of Section 801 of this Article.
Whenever moneys are to be applied by the Director of
Finance pursuant to the provisions of this Section, such
moneys shall be applied by the Director of Finance at such
times, and from time to time, as the Director of Finance in
his sole discretion shall determine, having due regard to
the amount of such moneys available for application and the
likelihood of additional moneys becoming available for
such application in the future; the deposit of such moneys
with the Bond Registrar, or otherwise setting aside such
moneys, in trust for the proper purpose, shall constitute
proper application by the Director of Finance; and the
Director of Finance shall incur no liability whatsoever to
any owner or to any other person for any delay in applying
any such funds, so long as the Director of Finance acts with
reasonable diligence, having due regard to the circumstances,
and ultimately applies the same in accordance with such
provisions of this Resolution as may be applicable at
the time of application. Whenever the Director of Finance
shall exercise such discretion in applying such funds, it
shall fix the date upon which such application is to be made
and upon such date interest on the amounts of principal to
be paid on such date shall cease to accrue. The Director of
Finance shall give such notice as it may deem appropriate of
the fixing of any such date, and shall not be required to
make payment to the owner of any Bond until such Bond shall
be surrendered to him for appropriate endorsement.
Section 806. Effect of Discontinuance of Proceedings.
In case any proceeding taken by the Director of Finance
on account of any default shall have been discontinued or
abandoned for any reason, then and in every such case the
City and the Director of Finance shall be restored to their
former positions and rights, hereunder, respectively, and all
rights and remedies of the Director of Finance and the Owners
shall continue as though no such proceeding had been taken.
VIII-6
Section 807. Restriction on Individual Owner
Actions. No Owner of any of the Bonds hereby secured
shall have any right in any manner whatever by his or
their action to affect, disturb or prejudice the secu-
rity of this Resolution, or to enforce any right here-
under except in the manner herein provided, and all such
proceedings at law or in equity shall be instituted, had
and maintained for the benefit of all Owners of such
Bonds and coupons.
Section 808. No Remedy Exclusive. No remedy herein
conferred upon the Director of Finance on behalf of the
Owners is intended to be exclusive of any other remedy
or remedies herein provided, and each and every such remedy
shall be cumulative and shall be in addition to every other
remedy given hereunder.
Section 809. Delay Not a Waiver. No delay or omission
of the Director of Finance to exercise any right or power
accruing upon any default shall impair any such right or
power or shall be construed to be a waiver of any such
default or an acquiescence therein; and every power and
remedy given by this Article to the Director of Finance on
behalf of the Owners may be exercised from time to time and
as often as may be deemed expedient.
Section 810. Right to Enforce Payment of Bonds.
Nothing in this Article shall affect or impair the right
of any Owners to enforce the payment of the principal
of and interest on his Bond, or the obligation of the City
to pay the principal of and interest on each Bond to the
holder thereof at the time and place in said Bond and the
appurtenant coupons, if any, expressed.
VIII-7
ARTICLE IX.
Execution of Instruments by Owners
and Proof of Ownership of Bonds.
Section 901. Execution of Instruments by Owners
and Proof of Ownership of Bonds. Any request, direction,
consent or other instrument in writing required or permitted
by this Resolution to be signed or executed by Owners may be
in any number of concurrent instruments of similar tenor and
may be signed or executed by such Owners or their attorneys
or legal representatives. Proof of the execution of any
such instrument and of the ownership of Bonds shall be
sufficient for any purpose of this Resolution and shall be
conclusive in favor of the City Manager with regard to any
action taken by him under such instrument if made in the
following manner:
(a) The fact and date of the execution-by
any person of any such instrument may be proved
by the verification of any officer in any juris-
diction who, by the laws thereof, has power to
take affidavits within such jurisdiction, to the
effect that such instrument was subscribed and
sworn to before him, or by an affidavit of a
witness to such execution. Where such execution
is on behalf of a person other than an individual
such verification or affidavit shall also con-
stitute sufficient proof of the authority of the
signer thereof.
(b) The fact of the holding of coupon Bonds
hereunder by any Owner and the amount and the numbers
of such Bonds and the date of his holding the same may
be proved by the affidavit of the person claiming to be
such holder, if such affidavit shall be deemed by the
City Manager to be satisfactory, or by a certificate
executed by any trust company, bank, banker or any
other depositary, wherever situated, if such certifi-
cate shall be deemed by the City Manager to be satis-
factory, showing that at the date therein mentioned
such person had on deposit with or exhibited to such
trust company, bank, banker or other depositary the
Bonds described in such certificate. The City Manager
may conclusively assume that such ownership continues
until written notice to the contrary is served upon it.
IX-1
The ownership of Bonds shall be proved by the regis-
tration books kept under the provisions of Section 206
of this Resolution.
But nothing contained in this Article shall be
construed as limiting the City Manager to such proof, it
being intended that the City Manager may accept any other
evidence of the matters herein stated which it may deem
sufficient. Any request or consent of the holder of any
Bond shall bind every future holder of the same Bond in
respect of anything done by the City in pursuance of such
request or consent.
Notwithstanding any of the foregoing provisions
of this Section, the City Manager shall not be required
to recognize any person as a holder of any Bond or coupon
or to take any action at his request unless such Bond or
coupon shall be deposited with him.
IX-2
ARTICLE X
Supplemental Resolutions.
Section 1001. Supplemental Resolution Without
Bondholders' Consent. The City Council, from time to
time and at any time may adopt such resolutions supple-
mental hereto as shall not be inconsistent with the
terms and provisions hereof (which supplemental resolu-
tion shall thereafter form' a part hereof)
(a) to cure any ambiguity or formal defect or
omission or to correct any inconsistent provisions
in this Resolution or in any supplemental resolu-
tion, or
(b) to grant to or confer upon the Owners
any additional rights, remedies, powers, authority
or security' that may lawfully be granted to or con-
ferred upon the Owners, or
(c) to add to the conditions, limitations and
restrictions on the issuance of Bonds under the
provisions of this Resolution other conditions,
limitations and restrictions thereafter to be ob-
served, or
(d) to add to the covenants and agreements of
the City in this Resolution other covenants and
agreements thereafter to be observed by the City or
to surrender any right or power herein reserved to
or conferred upon the City, or
(e) to authorize the issuance of any Addi-
tional Bonds or Refunding Bonds pursuant to Sections
208 and 209 of this Resolution or the incurrence of
any indebtedness contemplated by Section 513(c),
Section 717 and Section 718 of this Resolution,
provided all conditions precedent to such issuance or
incurrence are met.
(f) to authorize the issuance hereunder of
Bonds in bearer form with coupons representing interest
attached thereto in the manner customary prior to July
1, 1983.
X-1
At least thirty (30) days prior to the adoption
of any supplemental resolution for any of the purposes
of this Section, the City Clerk shall cause a notice
of the proposed adoption of such supplemental resolution
_to be published once in each week for two (2) successive
weeks in a Daily Newspaper of general circulation or a
financial journal published in the Borough of Manhattan,
City and State of New York, and on or before the date
of the first publication of such notice, he shall also
cause a similar notice to be mailed, postage prepaid,
to all Owners at their addresses as they appear on the
registration books. Such notice shall briefly set forth the
nature of the proposed supplemental resolution and shall
state that copies thereof are on file at the office of the
City Clerk for inspection by all Owners. A failure on the
part of the City Clerk to mail the notice required by this
Section shall not affect the validity of such supplemental
resolution.
Section 1002. Supplemental Resolution With Owner
Consent. Subject to the terms and provisions contained
in this Section, and not otherwise, the Owners of not less
than fifty-one per cent (51%) in aggregate principal amount
of the Bonds then outstanding shall have the right, from
time to time, anything contained in this Resolution to the
contrary notwithstanding, to consent to and approve the
adoption of such resolution or resolutions supplemental
hereto as shall be deemed necessary or desirable by the
City for the purpose of modifying, altering, amending,
adding to or rescinding, in any particular, any of the
terms or provisions contained in this Resolution or in any
supplemental resolution; provided, however, that nothing
herein contained shall permit, or be construed as permitting,
(a) an extension of the maturity of the principal of or the
interest on any Bond issued hereunder, or (b) a reduction in
the principal amount of any Bond or the redemption premium
or the rate of interest thereon, or (c) the creation of
a lien upon or a pledge of Revenues or Impact Fees other
than the lien and pledge created by this Resolution, or (d)
a preference or priority of any Bond or Bonds over any other
Bond or Bonds, or (e) a reduction in the aggregate principal
amount of the Bonds required for consent to such supple-
mental resolution or (f) a change in any State Loan which
is adverse to the interests of the Bondholders. Nothing
herein contained, however, shall be construed as making
necessary the approval by Owners of the adoption of any
supplemental resolution as authorized in Section 1001
of this Article.
X-2
If at any time the City shall determine that it is
necessary or desirable to adopt any supplemental resolu-
tion for any of the purposes of this Section, the City
Clerk shall cause notice of the proposed adoption of such
supplemental resolution to be published once in each week
for two (2) successive weeks in a Daily Newspaper of
general circulation in the City, and in a Daily Newspaper
of general circulation or a financial journal published
in the Borough of Manhattan, City and State of New York,
and, on or before the date of the first publication of
such notice, it shall also cause a similar notice to be
mailed, postage prepaid, to all Owners at their addresses as
they appear on the registration books. Such notice shall
'briefly set forth the nature of the proposed supplemental
resolution and shall state that copies thereof are on file
at the office of the City Clerk for inspection by all
Owners. The City shall not, however, be subject to any
liability to any Owner by reason of its failure to cause
the notice, required by this Section to be mailed and any
such failure shall not affect the validity of such supple-
mental resolution when consented to and approved as provided
in this Section.
Whenever, at the time within one year after the date
of the first publication of such notice, the City shall
deliver to the City Manager an instrument or instru-
ments in writing purporting to be executed by the holders
of not less than fifty-one per cent (51%) in aggregate
principal amount of the Bonds then outstanding, which
instrument or instruments shall refer to the proposed
supplemental resolution described in such notice and shall
specifically consent to and approve the adoption thereof in
substantially the form of the copy thereof referred to in
such notice, thereupon, but not otherwise, the City Council
may adopt such supplemental resolution in substantially such
form, without liability or responsibility to any Owner
of any Bond, whether or not such holder shall have con-
sented ~hereto.
If the holders of not less than fifty-one per cent
(51%) in aggregate principal amount of the Bonds outstanding
at the time of the adoption of such supplemental resolution
shall have consented to and approved the adoption thereof
as herein provided, no Owner of any Bond shall have any
right to object to the adoption of such supplemental
resolution, or to object to any of the terms and provi-
sions contained therein or the operation thereof, or in
any manner to question the propriety of the adoption
thereof, or to enjoin or restrain the City Council from
adopting the same or from taking any action pursuant to
the provisions thereof.
Upon the adoption of any supplemental resolution
pursuant to the provisions of this Section, this Resolu-
tion shall be and be deemed to be modified and amended in
accordance therewith, and the respective rights, duties
and obligations under this Resolution of the City and all
Owners shall thereafter be determined, exercised and enforced
in all respects under the provisions of this Resolution as
so modified and amended.
Section 1003. Supplemental Resolutions Part of
Resolution. Any supplemental resolution adopted in
accordance with the provisions of this Article and
approved as to legality by the City Attorney shall
thereafter form a part of this Resolution, and all of the
terms and conditions contained in any such supplemental
resolution as to any provision authorized to be contained
therein shall be and shall be deemed to be part of the
terms and conditions of this Resolution for any and all
purposes. In case of the adoption and approval of any
supplemental resolution, express reference may be made
thereof in the text of any Bonds issued thereafter, if
deemed necessary or desirable by the City.
ARTICLE XI.
Defeasance.
Section 1101. Cessation of Interest of Bondholders.
If, when the Bonds secured hereby shall have become due
and payable in accordance with their terms or shall have
been duly called for redemption or either irrevocable
instructions to call the Bonds for redemption or to pay
the Bonds at their respective maturities and mandatory
redemption dates or any combination of such payment and
redemption shall have been given by the City to the Director
of Finance, the whole amount of the principal and the
interest and premium, if any, so due and payable upon all of
the Bonds and coupons then outstanding shall be paid or
sufficient moneys, or Government Obligations, not callable
at the option of the obligor, either the principal of and
the interest on which when due or the principal of which
when due will provide sufficient moneys, shall be held by
an appropriate fiduciary institution acting as escrow agent
(the "escrow agent") for such purpose under the provisions
of this Resolution, and provision shall also be made for
paying all other sums payable hlereunder by the City, then
and in that case the right, title and interest of the Owners
in the Revenues, Funds and Accounts mentioned in this
Resolution shall thereupon cease, determine and become void,
and the City Council in such case, shall repeal and cancel
this Resolution and may apply any surplus in any account in
the Sinking Fund and all balances remaining in any other
Funds or Accounts other than moneys held for the redemption
or payment of Bonds or coupons to any lawful purpose of the
City as the City Council shall determine; otherwise this
Resolution shall be, continue and remain in full force and
effect; provided, however, that in the event Government
Obligations shall be deposited with and held by the escrow
agent as hereinabove provided, and in addition to the
requirements set forth in Article III of this Resolution,
the escrow agent shall within thirty (30) days after such
Government Obligations shall have been deposited with the
escrow agent cause a notice signed by the escrow agent to be
published once in a Daily Newspaper of general circulation
in the City and in a Daily Newspaper of general circulation
or a financial journal published in the Borough of Manhattan,
City and State of New York, setting forth (a) the date
designated for the redemption of the Bonds, (b) a description
of the Government Obligations so held by the escrow agent,
and (c) that this Resolution has been repealed and cancelled
in accordance with the provisions of this Section.
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Ail moneys and obligations held by the escrow agent
pursuant to this Section shall be held in trust and the
principal and interest of said obligations when received,
and said moneys, applied to the payment, when due, of the
principal and interest and the premium, if any, of the Bonds
so called for redemption or to be paid.
ARTICLE XII
Miscellaneous Provisions.
~Section 1201. Effect of Covenants. Ail cove-
nants, stipulations, obligations and agreements of the
City contained in this Resolution shall be deemed to
be covenants, stipulations, obligations and agreements
of the City and of the City Council and of each depart-
ment and agency of the City to the full extent authorized
or permitted by law, and all such covenants, stipula-
tions, obligations and agreements shall bind or inure
to the benefit of the successor or successors thereof
from time to time and any officer, board, body or
commission to whom or to which any power or duty affect-
ing such covenants, stipulations, obligations and agree-
ments shall be transferred by or in accordance with
law.
Except as otherwise provided in this Resolution,
all rights, powers and privileges conferred and duties
and liabilities imposed upon the City or upon the
City Council by the provisions of this Resolution shall
be exercised or performed by the City Council, or by
such other officers, board, body or commission as may
be required by law to exercise such powers or to per-
form such duties.
No covenant, stipulation, obligation or agree-
ment herein contained shall be deemed to be a covenant,
stipulation, obligation or agreement of any member,
agent or employee of the City Council in his individual
capacity, and neither the members.of the City Council
nor any official executing the Bonds shall be liable
personally on the Bonds or be subject to any personal
liability or accountability by reason of the issuance
thereof.
Section 1202. Manner of Giving Notice. Any no-
tice, demand, direction, request or other instrument
authorized or required by this Resolution to be given
to or filed with the City or the City Council shall be
deemed to have been sufficiently given or filed for all
purposes of this Resolution if and when sent by certi-
fied mail, return receipt requested:
to the City, if addressed to the City Manager of
the City of Boynton Beach, Florida, City Hall,
Boynton Beach, Florida;
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Ail documents received by the City Manager, the Director
of Finance, the City Clerk, and the City Council under the
provisions of this Resolution shall be retained in their
possession, subject at all reasonable times to the inspection
of the City, any Owner, and the agents and representatives
thereof.
Section 1203. Successorship of City Officers. In
the event that the offices of Mayor, City Manager, Director
of Finance, City Clerk or City Attorney shall be abolished
or any two or more of such offices shall be merged or
consolidated, or in the event of a vacancy in any such
office by reason of death, resignation, removal from office
or otherwise, or in the event any such officer shall become
incapable of performing the duties of his office by reason
of sickness, absence from the City or otherwise, all powers
conferred and all obligations and duties imposed upon such
officer shall be performed by the officer succeeding to the
principal functions thereof or by the officer upon whom
such powers, obligations and duties shall be imposed by
law.
Section 1204. Substitute'Publication. If, because
of the temporary or permanent suspension of publication
of any Daily Newspaper or financial journal or for any
other reason, the City Manager shall be unable to publish
in a Daily Newspaper or financial journal any notice re-
quired to be published by any provision of this Resolution,
the City shall give such notice in such other manner as in
its judgment shall most effectively approximate such publica-
tion, and the giving of such notice in such manner shall for
all purposes of this Resolution be deemed to be compliance
with the requirement for the publication thereof.
Section 1205. Inconsistent Resolutions. Ail reso-
lutions and parts thereof which are inconsistent with any
of the provisions of this Resolution are hereby declared
to be inapplicable to the provisions of this Resolution.
Section 1206. Further Acts. The officers and
agents of the City are hereby authorized and directed to
do all the acts and things required of them by the Bonds
and this Resolution, for the full, punctual and complete
performance of all of the terms, covenants, provisions
and agreements contained in the Bonds and this Resolution.
Section 1207. Headings Not Part of Resolution.
Any headings preceding theltexts of the several Articles
XII-2
and Sections hereof and any table of contents, marginal notes
or footnotes appended to copies hereof shall be solely for
convenience of reference, and shall not constitute a part of
this Resolution, nor shall they affect its meaning, construc-
tion or effect.
Section 1208. City and Owners Alone Have Rights under
Resolution. Except as herein otherwise exPressly provided,
nothing in this Resolution, expressed or implied, is intended
or shall be construed to confer upon any person, firm or cor-
poration, other than the City and the Owners, any right, rem-
edy or claim, legal or equitable~ under or by reason of the
Resolution or any provision hereof, this Resolution and all
its provisions being intended to be and being for the sole
and exclusive benefit of the City and the Owners.
Section 1209. Validation of Bonds. The proper officers
of the City shall bring proper proceedings for the validation
of the Bonds.
Section 1210. Effect of Partial Invalidity. In case
any one or more of the provisions of this Resolution or of
any Bonds issued hereunder shall for any reason be held to
be illegal or invalid, such illegality or invalidity shall
not affect any other provision of this Resolution or of the
Bonds, but this Resolution and the Bonds shall be construed
and enforced as if such illegal or invalid provision had not
been contained therein. The Bonds are issued and this Reso-
lution is adopted with the intent that the laws of the State
of Florida shall govern their construction.
Section 1211. Resolution Effective. This Resolution
becomes effective immediately upon its passage.
paSsed and Adopted this~/~ day o~~, 1984.
May6r
ATTEST:
/~ity Clerk
I hereby certify that I have
approved the form and correct-
ness of this Resolution.
City Attorney
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