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71-RRRESOLUTION NO. 71 - RR A RESOLUTION SUPPLEbiE5~fiNG A RESOLUTION ENTITLED: ' A F~ESOLUTION PROVIDING FOR THE ACQUISITION AND COL~STRUCTION OF EXTENSIONS, ADDiTIO~IS~ AND I~.tPROVE~,iE~NTS TO TIiE SE~{ER SYS- TEM CF THE COMBINED WATER ~\ND SEWER SYSTE~,i OF THE CITY OF BOYNTON BEACH, FLORIDA; PRO- VIDING FOR THE ISSUA~CE OF $6; 000,000 RE- FUNDING AND IMPROVE~LENT REVENUE BONDS OF SUCH CiTY TO PROVIDE FOR THE REFUNDING OF CERTAIN OUTSTANDING REVENUE OBLIGATIONS OF THE CITY AND TO PAY THE COST OF SUCH EXTEN- SIONS, ADDITIONS AND IMPRO~TEMENTS; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH BONDS;AND PROVIDING FOR THE PAYMEh~f THEREOF; AND M2%KING CERTAIN OTHER COVENANTS AI~-D AGREE~iENTS IN CON- NECTION WITH THE ISSUANCE AND SALE OF SUCH BOS-DS;" AND PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING $1,000,000 WATER AND SEWER REVENUE BONDS, SERIES 1971, OF SUCH CITY. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BOYNTON BEACH, FLORIDA: SECTION 1. AUTHORITY OF THIS RESOLUTION. This Reso- lution is adopted pursuant to the charter of the City of Boyn- ton Beach constituting Chapter 24398; Laws of Florida, Acts of 1947, as ~mended and supplemented, and other applicable pro- visions of law, and pursuant to Section 14 (L) of a Resolution entitled: "A RESOLUTION PROVIDING FOR THE ACQUISITION AND CONSTRUCTION OF EXTENSIONS, ADDITIONS, AND IMPROVEMENTS TO THE SEWER SYSTEM OF TPIE COMBINED WATER AND SEWER SYSTEM OF THE CiTY OF BOYI~TON BEACH, FLORIDA; PROVIDING FOR THE ISSUANCE OF $6,000,000 REFUNDING AND IMPROVE- MENT REVENUE BONDS OF SUCH CITY TO PROVIDE FOR THE REFUNDING OF CERTAIN OUTSTANDING REVENI/E OBLIGATIONS OF T}~ CITY AND TO PAY THE COST OF SUCH EXTENSIONS, ADDITIONS AND IMPROVEMENTS; PROVIDING FOR THE RIGHTS OF T[~ HOLDERS OF SUCH BONDS; PROVIDING FOR THE PAYMENT THEREOF; AND M-a/lING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH ~HE ISSUANCE AND SAI/E OF SUCH BOND~" 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. Ail o~ the definitions contained in Section 5 of the Original Resolution shall be deemed applicable to this Supplemental Resolution except to the extent that the same inconsistent or in conflict with the definitions set forth be- ara 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 supplemented. C. "Obligations" shall mean the $1,000,000 Water and Sewer Revenue Bonds, Series 1971, 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, and the Water and Sewer Revenue Bonds, Series 1969, dated October l, 1969, issued origin- ally in the amount of $800,000. E. "Fiscal Year" shall mean the period commencing on October 1 of each year and ending on the succeeding 30th day of September. F. plural number Words importing singular number shall include the in each case and vice versa, and words importing per- sons shall include firms and corporations. SECTION 3. FINDINGS. It is hereby ascertained, determined and declared that~ A. The issuer now owns, operates and maintains the 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 -2- Sewer System, as provided herein, (hereinafter called "project"), in order to preserve and protect the public health, safety and welfare of %.%e inhabitants of the issuer. C. The net revenues derived from the operation of the 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 outstand- ing bonds of an original issqe of $228,000 Water Revenue Bonds heretofore issued by the issuer under date of December 1, 1950, (hereinafter called "Outstanding 1950 Bonds"), and for the payment of certain non-interest, bearing refunding agreements heretofore entered into by the issuer with various contractors (hereinafter cabled "Outstanding Contractors' Refunding Agreements"), which Outstanding Contractors' Refunding Agreements are payable from the revenues of a portion of said Water System; and except that the revenues of the Water and Sewer System are pledged for the payment of the outstanding bonds of an issue of $1,370,000 Water Revenue Bonds, Series 1960, dated December 1, 1960 (hereinafter called "Outstanding 1960 Bonds"), and for the payment of the principal of and interest on 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 thereon. E. At the time of the issuance of the bonds herein au- thorized, the net revenues of the Water and Sewer System collected by the Issuer, as shown by the certificate of an independent Certi- fied Public-Accountant, and as adjusted by the consulting engineers, will be more than adequate to meet the requirements of Section 14(L) of the Original Resolution. -3- F. 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 obli- gations. G. The issuer is authorized to issue the obligations authorized herein as additional parity obligations'within the authorization contained in Section 14 (L) lution. H. The estimated net revenues of the Original Reso- to be derived from the 'operation of the Water and Sewer System will be sufficient to pay all the principal of and interest on the obligations to be issued hereunder, all annual debt service requirements on the Outstand- ing 1950 Bonds, the Outstanding Contractors'Refunding Agreements and the Outstanding 1960 Bonds, and the parity obligations, as the same become due, and to make all required sinking fund, re- serve or other payments. I. The principal of and interest on the obligations and all required sinking fund, reserve and other payments shall be payable solely from the net revenues derived from the operation of the Water and Sewer System as herein provided. The issuer shall never be required to levy ad valorem taxes on any property therein to pay the principal of and interest on the obligations or to make any of the required sinking fund, reserve or other payments and such obligations shall not constitute a lien upon any property of or in the issuer. SECTION 4. AUTHORIZATION OF CONSTRUCTION AND ACQUISI- TION OF PROJECT. There is hereby authorized the construction and acquisition of the project pursuant to the engineering reports, plans and specifications of Russell and Axon, Consulting Engineers, presently on file or to be filed with the issuer. The cost of such -4- project, in addition to the items set forth in the plans and specifications, may include, but need nQt be limited to, the acquisition of any lands or interest therein or any other prop- ~rties deemed necessary or convenient therefor; engineering, l~al, and financing expenses; expenses for estimates of costs and of revenues= expenses for plans, specifications and surveys; the fees of fiscal agents, financial advisors or consultants; administrative expenses relating solely to the construction and acquisition of the project: interest upon the obligations herein authorized, prior to, durin~ and for eighteen (18) months after the completion of the project; 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 same in operation. SECTION 5. RESOLUTION TO CONSTITUTE CONTP~CT. In con- sideration 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 obliga- tions and the parity obligations and the coupons attached thereto, all of which shall be of equal rank and without preference, prior- ity or distinction 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 Sewe~.Revenue Bonds, Series 1971", herein sometimes referred to as ~'obligations" are authorized to be issued -5- in the aggregate principal amount of not exceeding One Million Dollars ($!,000,000). SECTION 7. DESCRIPTION OF OBLIGATIONS. The obligations shall be dated December 1, 1971; shall be numbered consecutively from one upward; shall be in the denomination of $5,000 each; shall bear interest at such rate or rates not exceeding the maxi- mum rate fixed by the Act or by other applicable law, such inter- est to be payable semi-annually June 1 and December i of each year; and shall mature serially in numerical order, lowest numbers first, in the years and amounts as follows= YEAR AMOUNT YEAR AMOUNT 1982 $75,000 1987 $100,000 1983 80,000 1988 110,000 1984 85,000 1989 115,000 1985 90,000 1990 120,000 1986 95,000 1991 130,000 Such obligations shall be kssued in coupon form; shall be payable with respect to both principal and interest at a bark or banks to be subsequently determined by the issuer prior to the delivery of the obligations; shall be payable in lawful money of the United States of America; and shall bear interest from their date, payable in accordance with and upon surrender of the appurtenant interest coupons as they severally mature. SECTION 8. EXECUTION OF OBLIGATIONS AND COUPONS. The obligations shall be executed in the name of the issuer by the Mayor and countersigged 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 be imprinted or reproduced on the obti- gationsj provided that at least one signature required to be placed thereon shall be manually subscribed. In case any offi- cer whose signature shall appear on any 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 be- half of the issuer by such person who at the actual time of the execution of such obligations shall hold the proper office with 'the issuer, although at the date of such obligations such per- son may not have held such office ized. The coupons attached or may not have been so author- to the obligations shall be authen- 'ticated with the facsimile signatures of any present or future Mayor and City Clerk of the issuer, and the validation certi- ficate 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 notwithstanding that they may have ceased to be such officers at the tim6 such obligations shall be actually delivered. SECTION 9. NEGOTIABILITY AND REGISTRATION. The obli- gations issued hereunder shall be, and shall have all of the qualities and incidents of negotiable instruments under the law merchant ahd the Laws of the State of Florida, and each succes- sive holder, in accepting 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 the Laws of the State of Florida. The obligations may be registered at the option of the holders as to principal only, or as to both principal and interest 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 regis- tration as to principal only, or both principal and interest, no transfer of the obligations shall be valid unless made at such 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 discharged from registration by being in like manner transferred to bearer and thereupon transferability · by delivery shall be restored. At the option of the holder, the obligations may thereafter again from time to time be regis- tered or transferred to bearer as before. Such registration as to principal only shall not affect the. negotiability of the coupons which shall continue to pass by delivery. The issuer may make a reasonable charge for every such transfer sufficient to reimburse it for any expenses incurred in con- nection with such transfer. SECTION 10. OBLIGATIONS, MUTILATED, DESTROYED, STO- LEN OR LOST. In case any obligation shall become mutilated, Or be destroyed, stolen or lost, the issuer may in its discretion issue and deliver a new obligation with all unmatured coupons attached, if any, of like tenor as the obligation and attached coupons, if any, so mutilated, destroyed, stolen or lost, in ex- change and substitution for such mutilated obligation, upon sur- render and cancellation of such mutilated obligation and attached if any, or in lieu of and substitution for the obliga- coupons, tion and attached coupons, if any, destroyed, stolen or lost, and upon the holder furnishing the issuer proof of his ownership thereof and satisfactory indemnity and complying with'such other reasonable regulations and conditions as the issuer may prescribe -8- and paying such expenses gations and coupons Clerk of the issuer. as the issuer may incur. Ail obli- so surrendered shal% be cancelled by the If any such obligations or coupons shall have matured or be about to mature, instead or issuing a sub- stitute obligation 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 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 pledged, to the same extent as all Other obligations and coupons issued hereunder. SECTION 11. PROVISIONS FOR REDEMPTION. The obligations of this issue are redeemable prior to their respective stated dates of maturity, at the option of the issuer, in whole or in part, but in inverse numerical order if less than all, on December 1, 1981, or on any interest payment date thereafter at par and accrued inter- est to the date of redemption, plus a premium of four per centum of the par value thereof if redeemed on December 1, 1981, such premium reducing by one-half of one per centum on December 1 of each year thereafter. Notice of such redemption shall be published at least thirty (30) days prior to the redemption date in a financial journal published in the Borough of Manhattan, City and State of New York. Interest shall cease to accrue on any obligations duly called for prior redemption on the redemption date, if payment thereof has been duly provided. -9- SECTION 12. CITY ATTORNEY. The City Attorney shall certify on the face of each obligation that such obligation and the attached coupons have been approved by him as to form and correct- ness. SECTION 13. FORM OF OBLIGAT£ONS A~ COUPONS. The obli- gations, the interest coupons to be attached thereto, and the certificate of validation shall be in substantially the following form, with such omissions, insertions and variations as may he necessary and desirable and authorized or permitted by this Reso- lution or in any subsequent Resolution adopted prior to the issu- ance thereof= -10- ~5, 000 UNITED STATES oF AMERICA STATE OF FLORIDA COUNTY OF PALM BEACH CITY OF BOYNTON BEACH WATER AND SEWER REVEh~E BOND SERIES 1971 KNOW ALL MEN BY T~SE 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 pro- vided on the first day of December, 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 the date hereof at the rate of per centum ( %) per annum until payment of the principal sum, such interest to the maturity he~eof being payable semi- annually on the first day of June and the first day of December in each year upon the presentation and surrender of the annexed coupons as they severally fall due. Both principal of and inter- est on this bond are payable in lawful money of the United States of America at , or, at the option of the holder at This bond is one of an authorized issue of bonds in the aggregate principal amount of $1,000,000 of like date, tenor and effect, except as to number, interest rate and date of maturity, issued to finance the cost of the construction and acquisition of extensions, additions and improvements to the Water and S~wer System of the City (hereinafter called "Water and Sewer System"), under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, -ii- including particularly Chapter 24398, Laws of Florida, Acts of 1947, as amended and supplemented~ and other applicable provisions of law, and a resolution duly adopted by the City on the 30th day of July, duly adopted on the collectively called 1964, as supplemented by a resolution day of . , 1971 (hereinafter "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 outstanding Refunding and Improvement Revenue Bonds of the City dated June 1, 1964, and cer- tain outstanding Water and Sewer Revenue Bonds, Series 1969, dated October 1, 1969 (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 se- cured by a lien upon and pledge of the net revenues derived by the City from the Operation of the Water and Sewer System~ subject, however, to the prior lien thereon of certain outstanding obliga- tions more particularly described in the Resolution, in the manner provided in the Resolution. The bonds of this issue are redeemable prior to their respective stated dates of maturity, at the option of the City in whole or in part, but in inverse numerical order if less than all, on December 1, 1981;or on any interest payment date thereafter at par and accrued interest to the date of redemption, plus a premium of four per centum of the par value thereof if redeemed on December 1, 1981, such premium reducing by one-half of one per centum on December 1 of each year thereafter. Notice of such redemption shall be given in the manner required by the Resolution. -12- This bond does not constitute an indebtedness of the City 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 exer~ ise 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 Reso ution. It is further agreed between the City and the holder of this bond that this bond and the obligation evidenced thereby -13- shall not constitute a lien upon the Water and Sewer System, or any part thereof, or on any other p~operty of or in the City, but shall constitute a lien only on the net revenues de- rived from the operation of the Water and Sewer System, in the manner provided in the Resolution. 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 and facilities of the Water and Sewer System and to revise the same from time to time whenever neces- sary, as will always provide funds in each year sufficient to pay all costs of operation and maintenance of the Water and Sewer System in such year, one hundred twenty-five per centum (125%) of the maximum annual debt service requirements for the bonds of this issue, and.certain other outstanding revenue obligations described in the Resolution, and on all 'other obligations payable on a parity therewith in any succeeding year, and that such rates, fees, rentals or other charges 'shall not be reduced so as to be insufficient to provide adequate revenues the City has entered into certain further ders of the bonds of this issue for the terms is made to the Resolution. for such purposes; and covenants with the hol- of which reference It is hereby certified and recited that all acts, con- ditions and things required to exist, to happen and to be per- formed precedent to and in the issuance of this bond, exist, have happened and have been performed in regular and due form and time as required by the Laws and Constitution of the State of Florida applicable thereto, and that the issuance of the bonds of this issue does not violate any constitutional or statu- tory limitations or provisions. ~nis bond, and the coupons appertaining thereto, are -14- and have all the qualities and incidents of a negotiable instru- ment under the law merchant and the Laws of the State of Florida. This bond may be registered as to principal only, or as to both principal and interest, in accordance with the pro- visions endorsed hereon. IN WITNESS 'WHEREOF, the City of Boynton Beach~ Florida, has issued this bond and has caused the same to be signed by its Mayor, and attested and countersigned by its City Clerk~ either manually or with their facsimile signatures, and the corporate seal of said City or a facsimile thereof to be affixed, impressed, imprinted~ lithographed or reproduced hereon and the interest coupons hereto attached to be executed with the facsimile signatures of such officers all as of the 1st day of December, 1971. CITY OF BoYIgTON BEACH, FLORID~ (SEAL) ATTESTED AND COUNTERSIGNED: Mayor City Clerk The foregoing bond and attached coupons have been approved by me by.me as to from and correctness. City Attorney FORM OF COUPON NOo On the 1st day of , 19__, the City of Boynton Beach, Florida, will pay to the bearer at the holder, at or, at the option of , from the special funds described in the bond to which this coupon is attached, the amount shown hereon in law- ful money of the United States of America, upon presentation and surrender of this coupon, being six months' due on its Water and Sewer Revenue Bond, Series December 1, 1971. CITY OF BOYAVrON BEACH, interest then 1971, dated FLORIDA (SEAL) ATTESTED AND COUNTERSIGNED. Mayor date) City Clerk (To be inserted in coupons "Unless the bond to which this maturing after callable coupon is attached shall have been previously duly called for prior redemption and pay- ment thereof duly made or p~ov{ded for." VALIDATION CERTIFICATE This bond is one of the series of bonds which were validated and confirmed by judgment of the Circuit Court for Palm Beach County, Florida rendered on the day of Mayor PROVISION FOR REGISTRATION This bond may be registered in the name of the holder on the books to be kept by the City Clerk as Registrar~ or such other Registrar as may be hereafter duly appointed, as to prin- cipal only, such registration being noted hereon by such Registrar -16- in the registrar.ion blank below, after which no transfer shall be valid unless made on said books by the registered holder or attorney duly authorized and similarly noted in the registration blank below, but it may be discharged from registration by being transferred to bearer, after which it shall be transferable by delivery, but it may be again registered as before. The registra- tion of this bond as to principal shall not restrain the negotiab$1- ity of the coupons by delivery merely, but the coupons may be surrendered and the interest made payable only to the registered holder, in which event the Registrar shall note in the registra- tion blank below that this bond is registered as to interest as well as principal~ and thereafter the interest will be remitted b~mail to the registered holder. At the request of the holder, this bond, when converted into a bond registered as to both prin- cipal and interest, may be reconverted into a coupon bond and again converted into a bond registered as to both principal and interest as hereinabove provided. Upon reconversion of this bond, when registered as to principal and interest into a coupon bond, coupons representing the interest to accrue upon the bond to date of maturity shall be attached hereto by the Registrar and the Reg- istrar shall note in the registration blank below whether the bond is registered as to principal only or payable to bearer. The City may make a reasonable charge for every such transfer sufficient to reimburse it transfer. DATE OF REGISTRATION for any expenses incurred in connection with such IN WHOSE NAME REGISTERED MANNER OF REGISTRATION SIGNATURE OF REGISTRAR -17- ~ECTION 14. APPLICATION OF PROVISIONS OF THE RESOLUTION. The obligations, herein authorized, shall for 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 p=rity obligations, as respectively issued and shall be in all respects entitled to the same security, rights and privileges enjoyed by the parity obligations. The obligations herein authorized and the coupons re- presenting interest thereon shall not be or constitute a~ indebt- edness of the issuer within the meaning of any constitutional or statutory limitation of indebtedness, but shall be payable solely from and secured by a lien upon the net revenues of the Water and Sewer System herein provided for and in the Original Resolution, subject only to the lien thereon of certain outstanding obligations of the City more fully described in Section 16 of the'Original Resolution. 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 se- cured 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 obli- gations. The principal of, interest on and redemption premiums on the obligations herein authorized shall be payable from the sinking fund heretofore established on a parity with the parity obligations, and payments shall be made into such Sinking Fund by the issuer in amounts fully sufficient to pay the principal of -18- 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 authorized in the same manner as applicable to the parity obligations. SECTION 15. 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: A. All interest accrued or to accrue on the obligations for eighteen (18) months after delivery of the obligations shall be deposited in the Sinking Fund. B. The issuer shall next use the moneys in said special fund to pay all engineering fees, legal fees, fees of financial advisors, cost of the issuance of the obligations, and all other similar costs incurred in connection with the acquisition and con- struction of the project and the issuance of the obligations to finance the cost thereof. C. A special fund is hereby created, established and designated as the "Water and Sewer System Construction Fund" (here- in called the "Construction Fund"). There shall be paid into the Construction Fund the balance of the moneys remaining after making all the deposits and payments provided for in paragraphs A and B above. 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 hereinabove described and set forth. If for any reason such pro- ceeds 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 -19- Sinking Fund. Ail such proceeds shall be and constitute trust funds for s~ ~ purposes, and there is hereby created a lien upon such moneys until so applied in favor of the holders of the obli- gations. Any funds on deposit in the Construction Fund which, in the opinion of the issuerl acting upon the recommendation of the consulting engineers, are not immediately necessary for eXpenditure, as hereinabove provided, may be invested in direct obligations of the United States of America maturing in a period of 91 days or less. Ail such securities shall be held by the depository bank, and all income derived therefrom shall be deposi- ted in the Sinking Fund. Immediately prior to the delivery of the obligations to the purchasers thereof, the issuer shall enter into a written agreement with the depository bank for the Construction Fund, which agreement shall provide that all expenditures or disburse- ments from the Construction Fund shall be made only after such eXpenditures or disbursements shall have been approved in writing by the consulting engineer and the Mayor. The date of completion of the project shall be determined by the consulting engineers, who will certify such facts in writing to the governing body of the issuer. SECTION 16. MODIFICATION OR AMENDMENT. No material modification or amendment of this Resolution or of any resolu- tion 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~ ho%;ever, that no modification or amend- ment 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 affecting the promise of the issuer to pay the principal of and interest on the obligations as the same shall come due from the revenues of the Water -20- and Sewer_System or 'reduce the percentage of the holders of the obligations required to consent tO any mmterial modification or amendment hereof without the consent of the holder or holders of all of such obligations. SECTION 17, SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions herein contained shall be held c~ntrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, 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 the validity of any of the other provisions hereof or of the obligations or coupons issued hereunder. SECTION 18. SALE OF OBLIGATIONS. The obligations be issued and sold in such manner and at sistent with the Act, time to time, all as body of the issuer. SECTION 19. VALIDATION AUTHORIZED. The Attorney for the issuer is authorized and directed to prepare and file pro- ceedings to validate the obligations in the manner provided by law. SECTION 20. REPEALING CLAUSE. All Resolutions or parts shall such price or prices con- all at one time or in installments from shall be hereafter determined by the governing issuer in conflict with the provisions herein to the extent of such conflict, hereby superseded This Resolution shall law. thereof of the contained are, and repealed. SECTION 21. EFFECTIVE DATE. take effect in the manner provided by -21- PASSED AND ADOPTED this A.D., 1971o day of Decem, be,r, ,, CITY OF BOYNTON BEACH, FLORIDA ATTEST: Mayor Vice Mayor //~/ (CORP. SEAL) - 22 -