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75-ARESOLUTION NO. A RESOLUTION SUPPLEMENTING A RESOLUTION ENTITLED: "A RESOLUTION PROVIDING FOR THE ACQUISITION AND CONSTRUCTION OF EXTENSIONS, ADDITIONS, AND IM- PROVEMENTS TO THE SEWER SYSTEM OF THE CO~,IBINED WATER AND SEWER SYSTEM OF THE CITY OF BOYNTON BEACH, FLORIDA; PROVIDING FOR THE ISSUANCE OF $6,000,000 REFUNDING AND IMPROVEMENT REVENUE BONDS OF SUCH CITY TO PROVIDE FOR TIlE REFUNDING OF CERTAIN OUTSTANDING REVENUE OBLIGATIONS OF THE CITY AND TO PAY.THE COST OF SUCH EXTENSIONS., ADDITIONS AND IMPROVEMENTS; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH BONDS; AND PRO- VIDING FOR THE PAYMENT THEREOF; AND ~KING CER- TAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE AND SALE OF SUCH BONDS;" AND PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING $6,500,000 WATER AND SEWER REVENUE BONDS, SERIES 1975, OF SUCH CITY. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BOYNTON BEACH, FLORIDA: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This ~esolu- tion is adopted pursuant to the charter of the City of Boynton Beach constituting Chapter 24398, Laws of Florida, Acts of 1947, as amended, Chapter 166, Part II, Florida Statutes, and other appli- cable provisions of law, and pursuant to Section 14 (L) of a Resolu- tion entitled: "A RESOLUTION PROVIDING FOR THE ACQUISITION AND CONSTRUCTION OF EXTENSIONS, .ADDITIONS, AND IM- PROVES[ENTS TO THE SEWER SYSTEM OF THE C~-IBINED WATER AND SEWER SYSTE~4 OF.THE CITY OF BOYNTON BEACH, FLORIDA; PROVIDING FOR THE ISSUANCE OF $6,000,000 P~FU~:DING AND-IMPROVEMENT REVENUE BONDS OF SUCH'CITY TO PROVIDE FOR'TIlE REFUNDING OF CERTAIN OUTSTANDING REVEiIUE OBLIGATIONS OF THE CITY AND TO PAY THE COST OF SUCH EXTENSIONS, ADDITIONS AND IMPROVE[.IENTS; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH BONDS; AND PRO- VIDING FOR THE PAYMENT THEREOF; AND ~KING CER- TAIN OTHER COVENANTS AND AGREEMENTS-IN CONNECTION WIT{{ TIlE ISSUanCE AND SALE OF SUCH BONDS " adopted by the governing body of the City on the 30th day of July, 1964 (hereinafter referred to as "Original Resolution"), and is supplemental to said Original Resolution. SECTION 2. DEFINITIONS. All of the definitions contained in Section 5 of the Original Resolution shalI be deemed applicable to this Supplemental Resolution except to the extent that the same are inconsistent or in conflict with the definitions set forth be- low: A. "Issuer" shall mean the City of Boynton Beach, Florida~ B. "Act" shall mean Chapter 24398, Laws of Florida, Acts of 1947, as amended, and Chapter 166,-Part II, Florida Statutes. C. "Obligations" shall mean the $6,500,000 Water and Sewer Revenue Bonds, Series 1975, herein authorized to be issued~ together with any additional parity obligations heretofore or here- after issued under the terms, conditions and limitations contained herein and in the Original Resolution. D. "Parity obligations" shall mean the Refunding and Im- provement Revenue Bonds of the issuer dated June 1, 1964, issued originally in the amount of $6,000,000, the Water and Se~er Revenue Bonds, Series 1969, dated October 1, 1969, issued originally in the amount of $800,000, the Water and Sewer Reven~e Bonds, Series 1971, issued Originally in the amount of $1,000~000 and the Water- and Sewer Revenue Bonds, Series 1974, issued originally in the amount of $2,050,000. E. "F~scal year" shall mean the period commencing on October 1 of each year and ending on the succeeding 30th day of September. F. Words importing singular number shall includ~the plural number in each case and vice versa, and words importing persons shall include firms and corporations. SECTION 3. FINDINGS. It is hereby ascertainedr determined and declared that: A. The issuer now owns, operates and maintains a Water and Sewer System and derives revenues from rates, fees, rentals and other charges made and collected for the services and: facilities of the Water and Sewer System. B. It is necessary and desirable to acquire and con- struct extensions, additions and improvements to the Water and Sewer System, consisting of the issuer's portion of the joint regional waste water treatment facility bein~ constructed with ~e City of Delray Beach, the expansion of the issuer's water treatment plant and other water and sewage constr~ction (herein- after called "project~"), in order to preserve and protect the public health, safety and welfare of the inhabitants of the issuer. -2- C. The net revenues derived from the operation of said Water and Sewer System are not now pledged or encumbered in any manner; except that the revenues of the Water System are pledged for the payment of the principal of and interest on the outstanding bonds of an original issue of $228,000 Water Revenue Bonds heretofore issued by the issuer under date of December 1, 1950 (hereinafter called "Outstanding 1950 Bonds"), and for the payment of certain non-interest bearing refunding agreement's heretofore entered into by the issuer with various contractors (hereinafter called "Out- standing Contractors' Refunding Agreements"),' which Outstanding Contractors' Refunding Agreements are payable from the revenues of a portion of said Water System; and except that the reven~es of said Water and Sewer System are pledged for the payment of the parity obligations. D. The Original Resolution, in Section 14 (L) thereof, provides for the issuance of additional parity obligations, under the terms, limitations and conditions provided' therein. E. The obligations herein authorized to be issued shall be on a parity and rank equally, as to lien on and source and security for payment from the net revenues of the Water and Sewer System and in all other respects, with the parity obligations. F. The issuer is authorized to issue the obligations authorized herein as additional parity obligations within the au- thorization contained in Section 14 (L) of the Original Resolution. G. The estimated net revenues to be derived from the operation of the Water and Sewer System will be sufficient to pay all of the principal of and interest on the obligations to be issued hereunder, all annual debt service requirements on the Outstanding 1950 Bonds, the Outstanding Contractors' Refunding Agreements, and the parity obligations, as the same become due, and to make all required sinking fund, reserve and other payments. H. The principal of and interest on the obliaations and all required sinking fund, reserve and other payments shall be pay- able solely from the net revenues derived from the operation of the Water and Sewer System as herein Drovided. The issuer shall never be -3- required to levy ad valorem taxes on any property therein to pay the principal of and interest on the obligations or to make any Of the required sinking fund, reserve or other payments and such obligations shall not constitute a lien upon any property of or in the issuer. SECTION 4.-AUTHORIZATION'OF CONSTRUCTION A/~D ACQUISITION OF PROJECT. There is hereby authorized the construction and acquisi- tion of the project pursuant to the engineering reports, plans and specifications of Russell and Axon, Consulting Engineers, presently on file with the issuer. The cost of such project, in addition.to the items set forth in the plans and specifications, may include, but need not be limited to, the acquisition of any lands or interest therein or any other properties deemed necessary or convenient therefor; engineeringv legal and financing expenses; expenses for estimates of costs and of revenues; exDenses for plans~ specifications and surveys; the fees of fiscal agents, finan- cial advisors or consultants; administrative expenses relating solely to the construction and acquiSition of the Project; interest upon~the obligations herein authorized for one year after the issuance of the obligations; the creation and establishment of reasonable reserves for debt service; and such other costs and expenses as may be necessary or incidental to the financing herein authorized and the construction~and acquisition of the project and the placing of the same in operation SECTION 5. RESOLUTION TO CONSTITUTE CONTRACT. tn consideration of the acceptance of the obligations authorized to be isSued hereunder by those who shall hold the same from time to time, this Resolution and. the Original Resolution shall be deemed to be and shall constitute a contract between the issuer and such holders. The covenants and agreements herein set forth to be per- formed by the issuer shall be for the equal benefit, protection and security of the legal holders of any and all of such obligations and the parity obligations and the coupons attached thereto, all of which shall be of equal rank and without preference, priority or distinction -4- of any of the obligations or coupons over any other thereof, except as expressly provided therein and herein. SECTION 6. AUTHORIZATION OF OBLIGATIONS. Subject and pursuant to the provisions hereof, obligations of the issuer to be known as "Water and Sewer Revenue Bonds, Series 1975", herein sometimes referred to as "obligations" are authorized to be issued in the aggregate principal amount of not exceeding Six Million Five Hundred Thousand Dollars ($6,500,000). SECTION 7. DESCRIPTION OF OBLIGATIONS. The obligations shall be in the denomination of $5,000 each; shall bear interest at such rate or rates not exceeding the maximum rate fixed by the Act or by other appllcable law, such interest to be payable semi- annually, shall be dated February 1, 1975 and shall mature in annual installments on February 1 in such years and amounts, not e~ceeding forty (40) years from their date as shall be de~ermined by s~bsequent resolution adopted prior to the sale thereof. Such obligations shall be issued in coupon form; shall be payable with respect to both principal and interest at a bank or banks to be subsequently determined by the issuer prior to the delivery of the obligations; shall be payable in lawful money of the United States of America; and shall bear interest from their date, payable in ac- cordance with and upon surrender of the appurtenant interest coupons as they severally mature. Said obligations, may be issued all at one time or in installments from time to time. If issued in. installments~ each installment may be numbered separately from one upward and shall have a series suffix letter for identification. SECTION 8. EXECUTION OF OBLIGATI~]S AND COUPONS. The- obligations shall be executed in the name of the issuer by the Mayor and countersigned and attested by the City Clerk, and its corporate seal or a facsimile thereof shall be affixed thereto or reproduced thereon. The facsimile signatures of the Mayor or the City Clerk may --5-- ' be imprin6ed or reproduced on the obligations, provided that at least one signature required to be placed thereon shall be manu- ally subscribed. In case any officer whose signature shall appear on any of the obligations shall cease to be such officer before the delivery of such obligations, such signature or facsimile shall nevertheless be valid and sufficient for all purposes the same as if he had remained in office until such delivery. Any obligation may be signed and sealed on behalf of the issuer by such person ~-~ho at the actual time of the execution of such obligations shall hold the proper office with the issuer, although at the date of such. obligations such person may not have held such office or may not have been so authorized. The coupons attached to the obligations shall be authenti- cated with the facsimile signatures of any present or futur~Mayor and City Clerk of the issuer, and the validation certificate on the obligations shall be executed with the facsimile signature of the Mayor. The issuer may adopt and use for such purposes the facsimile signatures of any persons who shall have been such Mayor and City Clerk at any time on or after the date of the obligations notwith- standing that they may have ceased to be such officers at the time such obligations shall be actually delivered. SECTION 9. NEGOTIABILITY AND REGISTRATION. The obligations issued hereunder shall be and shall have all of the qualities and incidents of negotiable instruments under the law merchant and the Laws of the State of Florida, and each successive holder, in accept- ing any of such obligations, or the coupons appertaining thereto, shall be conclusively deemed to have agreed that such obligations shall be and have all of the qualities and incidents of negotiable instruments under the law merchant and Laws of the State of Florida. The obligations may be registered at the option of the holder as to principal only at the office of the City Clerk, as Registrar, or such other Registrar as may be hereafter duly appointed, such registration to be noted on the back of the obligations in the space provided therefor. After such registration as to principal only, no transfer of the obligations shall be valid unless made at such -6- office by written assignment of the registered owner, or by his duly authorized attorney in a form satisfactory to the Registrar, and similarly noted on the obligations, but the obligations may be dis- charged from registration by being in like manner transferred to bearer and thereupon transferability by delivery shall be restored. At the option of the holder, the obligations may thereafter again from time to time be registered or transferred to bearer as before. Such registration as to principal only shall not affect the negoti- ability of the coupons which shall continue to pass by delivery. SECTION 10. OBLIGATIONS ~v~TILATED, DESTROYED, STOLEN .OR LOST. In case any obligation shall become mutilated, or be destroyed~ stolen or lost, the issuer may in its discretion issue and deliver a new obligation with all unmatured coupons attached, if any~ of like tenor as the obligation and attached coupons, if any, so mu~ilated, destroyed, stolen or lost, in exchange and substitution for such mutilated obligation, upon surrender and cancellation of such .muti- lated obligation and attached coupons, if any, or in lieu of and substitution for the obligation and attached coupons, if any, des- troyed, stolen or lost, and upon the holder furnishing the issuer proof of his ov~ership thereof and satisfactory indemnity and comply- ing with such other reasonable regulations'and conditions as the issuer may prescribe and paying such expenses as the issuer may incur. All obligations and coupons so surrendered shall be cancelled by the Clerk of the issuer. If any such obligations or coupons shall have matured or be about to mature, instead of issuing a substitute obli-. gation or coupon, the issuer may pay the same, upon being indemnified as aforesaid, and if such obligation or coupon be lost, stolen or destroyed, without surrender thereof. Any such duplicate obligations and coupons issued pursuant to this section shall constitute original, additional contractual obligations on the part of the issuer whether or not the lost, stolen or destroyed obligations or coupons be at any time found by anyone, and any such duplicate obligations and coupons shall be'entitled to equal and proportionate benefits and rights as to lien on and source and security for payment from the funds, as hereinafter p!.edged~ to the same extent as all other obligations and coupons issued hereunder. SECTION 11. PROVISIONS FOR REDE~PTION. The obligations of this issue shall be redeemable at such time or times and at such price or prices as shall be determined by subsequent resolution of the issuer adopted prior to the sale thereof. Notice of any such redemption shall be published at least thirty (30) days prior to the redemption date in a financial journal published in the Borough of ~4anhattan, City and State of New York. Interest shall cease to accrue on any obligations duly called for prior redemption on the redemption date, if payment thereof has been duly provided. SECTION 12. CITY ATTORNEY. The City Attorney shall certify on the face of each obligation that such obligation'and the attkched coupons have been approved by him as to form and correct- ness. SECTION 13. FO~.~ OF OBLIGATIONS AND COUPONS. The obliga- tions, the interest coupons to be attached thereto, and the certifi- cate of validation shall be in substantially the following form, with such omissions, insertions and variations as may be necessary and desirable and authorized or permitted by this Resolution or in any subsequent 'Resolution adopted prior to the issuance thereof: -8- $5~00'0 UNITED STATES OF ~ERICA STATE OF FLORIDA COUNTY OF PALM BEACH CITY OF BOYNTON BEACH WATER AND S~ER REVENUE BOND, SERIES 1975 KNOW ALL MEN BY THESE PRESENTS, that the City of Boynton Beach, Florida, (hereinafter called "City'"), for value received, hereby promises to pay to the bearer, or if this bond be registered, to the registered holder as herein provided, on the first day of February~ 19 , from the special funds hereinafter mentioned, the principal sum of FIVE THOUSAND DOLLARS and to pay solely from such special funds, interest thereon from ~le date hereof at the rate of per centum (__%) per annum until payment of the principal sum, such i~terest to the maturity hereof being payable semi-annually on the first day of February and the first day of August in each year upon the pre- sentation and surrender of the annexed coupons as they severally fall due. Both principal of and interest on this bond are payable in lawful money of the. United States of America at ,. or, at the option of the holder a% This bond is one of an authorized issue of bonds (issued in installments) in the aggregate principal amount of $6,500~000 of like date, tenor and effect~ except as to Cseries), number~ interest rate and date of maturity~ issued to finance' the cost of the construction and acquisition of extensions~ additions and improvements to the Water and Sewer System of the City (hereinafter called "Water and Sewer System"), under the Authority of and in full compliance with the Constitutio~ and Statutes of the State of Florida, including particularly Chapter 24398, Laws of Florida, Acts of 1947, as amended, Chapter 166, Part II, Florida Statutes, and other applicable provisions of law', and a resolution duly adopted by the City on the 30th day of July, 1964, as supplemented by a resolution duly adopted on the day of , 197_ (hereinafter collectively called "Resolution'"), and is. subject to all the terms and conditions of such Resolution. It is provided in such Resolution that the bonds of this issue will rank on a parity with certain outstandin~ Refund- ing and Improvement Revenue Bonds of the City, dated June.i, 1964, outstanding Water and Sewer Revenue Bonds, Series 1969, dated October 1, 1969, and outstanding Water and Sewer Revenue Bonds, Series 1971, dated December 1, 1971, and outstanding Water and Sewer Revenue Bonds, Series 1974 (hereinafter called "parity obligations"), as to lien and source of security. .This bond, the parity obligations and the coupons appertaining thereto are payable solely from and secured by a lien upon pledge of the net revenues derived by the City from the opera-~ tion of the Water and Sewer System; subject, however, to the prior lien thereon of certain outstanding obligations more- particularly described in the Resolution, in the manner pro- vided in the Resolution. (Insert Redemption Provisions) Notice of such redemption shall be given in the manner required by the Resolution. This bond does not constitute an Lndebtedness of the C~ty within the meaning of any constitutional, statutory or charter pro- vision or limitation, and it is expressly agreed by the holder of this bond and the coupons appertaining thereto- that such holder shall never have the right to require or compel the exercise of the ad valorem taxing power of the City for the payment of the principal of and'interest on this bond or the making of any sinking fund, reserve or other payments provided for in the Resolution. It is further agreed between the City and the'holder of this bOnd that this bond and ~he obligation evidenced thereby -10 - shall not constitute a lien upon the Water and Sewer System, or any part thereof, or on any other property of or in the City, but shall constitute a lien only on the net revenues derived from .the operation of the.Water and Sewer System in the manner provided in the Reso!u- tion. The City, in the Resolution, has covenanted and agreed with the holders of the bonds of this issue to fix, establish and maintain such rates and collect such fees, rentals or other charges for the services of the facilities of the Water and Sewer System and to revise the same from time to time whenever necessarys as.wili always provide funds in each year sufficient to pay all costs of operation and maintenance of the Water and Sewer System in such year, one hundred twenty-five per centum (125%) of the maximum annual debt service requirements for the bonds of this issue, and certai~ other outstanding revenue obligations described in the Resolution, and on all other obligations payable on a parity therewith in anysucceeding year, and that such rates, fees, rentals or other charges shall not be reduced so as to be insufficient to provide adequate revenues for such purposes; and the City haS entered into certain further covenants wi~ the holders of the bonds of this issue for the terms of which reference is made to the Resolution. It is 'hereby certified and recited that all acts, conditions and things required to exists to happen and to be performed precedent to and in the issuance of this bonds exist, have happened and have been performed in regular and due form and time as required by'the Laws and Constitution of the State .of Florida applicable thereto, and that the issuance of the bonds of this issue does not violate any constitutional or statutory limitation or provision. This bond, and the coupons appertaining thereto are and have all the qualities and incidents of a negotiable instrument under the law merchant and the Laws of the State of Florida. This bond may be registered as to principal only, in accor- dance with the provisions endorsed hereon. IN WITNESS WHEREOF, the City of Boynton Beach, Florida, has issued this bond and has caused the same to be signed by its -11- Mayor, and attested and countersigned by its City Clerk, either manually or with their facsimile signatures, and the~corporate seal of said City or a facsimile thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon an~ the interest coupons hereto attached to be executed with the facsimile signatures of such officers all as of the 1st day of FebruarY, 1975. CITY OF BOYNTON BEACH, FLORIDA (SEAL) ATTESTED AND COUNTERSIGNED: Mayor City Clerk The foregoing bond and attached coupons have been approved by me as to form and correctness. FORM OF COUPON On the 1st day of , 19 Beach, Florida, will pay to the bearer at City Attorney the City of Boynton , or at the option of the holder, at ~ from the special funds described in the bond to which this coupon is attached, the amount shown hereon, in lawful money of the United States of America, upon presentation and surrender of this coupon~ being six months' interest then due on its Water and Sewer Revenue Bond, Series 1975, dated Februar¥~ 1, 1975. CITY OF BOYI{TON BEACH, FLORIDA (SEAL) ATTESTED AND COUNTERSIGMED: Mayor City Clerk (To be inserted in coupons maturing after callable date) "Unless' the bond to which this coupon is attached shall have been -12- ~reviously duly called for prior redemption and payment thereof duly made or provided for." · VALIDATION CERTIFICATE This bond is one of a series of bonds which were validated and confirmed by judgment of the Circuit Court for Palm Beach County, Florida rendered on the day of , 1975. Mayor PROVISION FOR REGISTRATIO~.~ This bond may be registered in the name of the holder on the books to be kept by the City Clerk as Registrar, or such other Registrar as may be hereafter duly appointed, as to principal only, such registration being noted hereon by such Registrar in the regis- tration blank below, after which no transfer shall be valid ~nless made on said books by the registered holder or attorney duly author- ized and similarly noted in the registration blank below, but it may 'be discharged from registration by being transferred to bearer, after which it shall be transferable by delivery, but it may again registered as before. The registration of this bond as to principal shall not restrain the negotiability of the coupons by delivery merely.- DATE OF IN ~%~OSE NAME SIGNATUF~ OF REGISTP~TION REGISTERED REGISTRAR -13- SECTION 14. APPLICATION OF PROVISIONS OF THE ORIGINAL RESOLUTION. The obligations, herein authorized, shall for all purposes (except as herein expressly changed) be considered to be additional parity obligations issued under the authority of Section 14 (L) of the Original Resolution, and shall be entitled to all the protection and security provided therein for the parity obligations, as respectively issued and shall be in all respects entitlsd to the same security, rights and privileges enjoyed by the parity obliga- tions. The obligations herein authorized and the coupons represent- ing interest thereon shall not be or constitute an indebtedness of the issuer within the meaning of any constitutional or stat~atory limitation of indebtedness, but shall be payable solely from and secured by a lien upon the net revenues of the Water and SeVer'System herein provided for and in the Original Resolution, subject only to the prior lien thereon of the Outstanding 1950 Bonds and of the Outstanding Contractors' Refunding Agreements. No holder' of any of the obligations or of the coupons shall ever have the right to compel.the exercise of the ad valorem taxing power of the issuer or taxation in any form on real property therein for payment thereof, but the obligations and coupons shall be secured by a pledge of and be payable from the net revenues of the Water and Sewer System as provided herein and in the Original Resolution. The covenants and pledges contained in Section 14 of the Original Resolution, shall be applicable to the obligations herein authorized in like manner as applicable to the parity Obligations. The principal of, interest on and redemption premiums on the obliga- tions herein authorized shall be payable from the Sinking Fund heretofore established on a parity with the parity obligations, and payments shall be made into such Sinking Fund by the issuer in amounts fully sufficient to pay ~]e principal of and interest on the parity obligations and on the obligations herein authorized as such principal and interest become due. The reserve account established in the Original Resolution shall be applicable prorata to the obligations herein anthorize~ in the same manner as applicable to the parity obligations. -14- There shall initially be deposited into said Reserve Account, frOm the proceeds of the obligations issued hereunder, such amount which together with the amount on deposit in said Reserve Account, shall equal the largest amount of principal of and interest on the obligations and the parity obligations becoming due in any ensuing year~. Thereafter, in order to maintain said Reserve account~ commencing wi~h the fifteenth day of the first full calendar month following the delivery of the obligations, payments into the Reserve Account in the Sinking Fund shall con- tinue to be made as necessary by depositing into said Reserve Account, on the fifteenth day of each month in each year, an amount equal to one-twelfth of twenty per centum (1/12 of 20%)~ of the largest amount of principal of and interest on the obliga- tions and the parity obligations, and any obligations hereafter issued on a parity therewith pursuant to Section 14(L) of the Original Resolution~ becoming due in any ensuing year. No further payments shall~ be required to be made into said Reserve Account when there has been deposited therein and as along as there shall remain.on deposit therein an amount equal to the largest amount. of principal of and interest on the obligations and the parity obligationsr and any obligations hereafter issued on a parity therewith pursuant to Section 14(L) of the Original Resolution, becoming due in any ensuing year. SECTION 15~ ARBITRAGE. No use will be made of the pro- ceeds of the obligations which will cause the same to be. "arbitrage bonds" within the meaning of the Internal Revenue Code. The issuer at all times while the obligations and the interest ~hereon are outstanding will comply with the requirements of Section i03(d) of the Internal Revenue Code and any valid and applicable rules and regulations of the Internal Revenue Service. SECTION 16. APPLICATION OF PROCEEDS OF OBLIGATIONS. All moneys received from the sale of the obligations shall be deposited by the issuer in a special account in a .bank or trust company and applied by the issuer as follows: -15- A o All interest accrued or to accrue on the obliga- tions for one year after delivery tt~ereof shall be deposited. in the Sinking Fun~d. B. An amount which, together with the- amount on deposit in the Reserve Account in the Sinking Fund created by the Original Resolution, will equal the largest ~bmount of principal of and interest on the obligations and the parity obligations becoming due in any ensuing year~ shall be deposited into said Reserve Account. C. Tile issuer shall next use the moneys in said special fund to pay all engineering fees F legal fees~ fees of financial advisors, co~ ~- ~n~aance of the obligations ~ similar costs incurred in_ connection with tl~e acquisition and con- struction of the project and the issuance of ~e obligations to finance the cost thereof. D. A special fUnd is hereby create~ establishe~ and designated as the "1975 Water and Sewer Syste~ Construction Fund~ (herein called the ~'Construction Fund")~ The~e shall be paid into the Construction Fund the balance of the moneys remaining after making all the deposits and payments provide~ for in paragraphs A, B and C above. -15A- Such fund shall be kept separate and apart from all other accounts of the issuer, and the moneys on deposit-therein shall be withdrawn, used and applied by the issuer solely to the payment of the cost of the project and purposes incidental thereto, as herein- above described and set forth. If for any reason such proceeds or any part thereof are not necessary for or are not applied to the payment of such cost, then the unapplied proceeds shall be deposited by the issuer in the Reserve Account in the Sinking Fund. All such proceeds shall be and constitute trust funds for such purposes, and there is hereby created a lien upon such moneys until so applied in favor of the holders of the obligations. Any funds on deposit in the Construction Fund which, in the opinion of the issuer, acting upon the recommendation of ~%e con- sulting engineers, are not immediately necessary for e×pe~diture, as hereinabove provided, may be invested and reinvested in direct ob- ligations of the United States of America or in certificates of deposit in banks or trust companies, maturing in a period of~ years or less. All such securities shall be held by the depository bank~ and all income derived therefrom shall be deposited in the Sinking Fund. All expenditures or disbursements from the Construction Fund shall be made only after such expenditures o~ disburssments shall have been approved in writing by the consulting engineers and the City Manager. The date of completion of ~e project shall be determined by the consulting engineers, ~lo will certify such facts in writing %o the governing body of the issuer~ -16 - SECTION 17. MODIFICATION OR ~E~DMENT. No material modi- fication or amendment of this Resolution or of any resolution or ordinance amendatory hereof or supplemental hereto may be made without the consent in writing of the holders of two-thirds or more in the principal amount of the obligations then outstanding; provided, however, that-no modification or amendment shall permit a change in the maturity of such obligations or reduction in the rate of interest thereon or in the amount of the principal obligation thereof or af- fecting the promise of the issuer to pay the principal Of and interest on the obligations as the same shall become due from the revenues of the Water and Sewer System or reduce the percentage of the holders of the obligations required to consent to any material modification or amendment hereof without the consent of the holder or holders of all such obligations. SECTION 18. SEVERABILITY OF INVALID PROVISIONS. If any one or.more of the covenants, agreements or provisions herein con- tained shall be held contrary to any express provision of law or contrary to the policY of express law, though not expressly pro- hibited, or against public policy, or shall for any reason whatsoeVer be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect ~he validity of any of the other provisions hereof or of the obligations or coupons issued hereunder. SECTION 19. SALE OF OBLIGATIONS. The obligations shall be issued and sold in such manner and at such price or priCes'con- sistent with the Act, all at one time or in installments from time to time, as shall be hereafter determined by the governing body of the issuer. SECTION 20. VALIDATION AUTHORIZED. The Attorney for the. issuer is authorized and directed to prepare and file proceedings to validate the obligations in the manner provided bY law. SECTION 21. REPEALING CLAUSE. All Resolutions or parts thereof of the issuer in conflict with the provisions herein con- tained are, to the extent of such conflict, hereby superseded and repealed. -17- SECTION 22. effect in the manner provided by law. PASSED AND ADOPTED this ~ day of EFFECTIVE DATE. This Resolution shall take CITY OF BOYNTON BEACH, FLORIDA By Vice Mayor Co~ ~ouncilman ATTEST: City Clerk -18-