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07-07-58A A RESOLUTION AUTHORIZING THE CONSTRUCTION OR ACQUISITION OF A SEWER SYSTEM FOR THE CITY OF BOYNTON BEACH, FLORIDA, AUTHORIZING THE ISSUANCE OF $400,000 SEWER REVENUE BONDS TO PAY PART OF THE COST THEREOF AND PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SAID BONDS. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BOYNTON BEACH, FLORIDA: ARTICLE I STATUTORY AUTHORITY, FINDINGS AND DEFINITIONS Section 1.01. AUTHORITY OF THIS RESOLUTION. This resolu- tion is adopted' pursuant to Chapter 24398, Laws of Florida, Acts of ~_194T, and other applicable provisions of law. Section 1.02. FINDINGS. It is hereby ascertained, deter- mined and declared as follows: A. That the City of Boynton Beach, Florida (hereinafter referred~'to as "City"), does not now own or operate a Sewer System for the collection and disposal of waste matter in said City, and it is necessary for the health, safety and economic welfare of said ~Lj~hy and the inhabitants thereof that a Sewer System be constructed and established in the area of said City known as the Rolling Green Ridge Subdivision, (hereafter referred to as "Rolling Green Ridge Area"), containing approximately 975 lots, as shown on the plans and specifi- cations attached to the Sewer Agreement hereafter referred to, pre- pared by Russell and Axon, Inc., Consulting Engineers, and heretofore filed with and approved by this City Council. B. That in order to assist the City in the construction and establishment of said Sewer System in said Rolling Green Ridge Area, N.R. Field, a builder of houses in said area, has agreed to pay part of the cost thereof, all as provided in an agreement heretofore entered ' into between the said N.R.Field and the City, under date of July 7, 1958 (hereinafter referred to as "Sewer Agreement"). A true copy of said Sewer Agreement is attached hereto and made a part hereof. C. That the City of Boynton Beach will derive revenues from fees, rentals and other charges made and collected for the ser- vices and facilities of said Sewer System and that such revenues are not pledged or encumbered in any manner, except as provided herein. D. That the estimated revenues to be derived in each year hereafter from the operation of said Sewer System will be sufficient to pay all the cost of the operation and maintenance of said Sewer System, the principal of and interest on the Bonds to be issued pur- suant to this resolution as the same become due, and all sinking fund, reserve and other payments provided for in this resolution. E. That the principal of and interest on the Sewer Revenue Bonds to be issued pursuant to this resolution, and all of the reserve, sinking fund and other payment s provided for in this resolution will be paid solely from the revenues derived from the operation of the Sewer System, and it will never be necessary or authorized to levy taxes on any real property in said City to pay the principal of or interest on the Sewer Revenue Bonds to be issued pursuant to this resolution, or to make any of the reserve, sinking fund or other pay- ments provided for in this resolution, and the Sewer Revenue Bonds issued pursuant to this resolution shall not constitute a lien upon said Sewer System or upon any other property whatsoever of or in the City of Boynton Beach. F. That there is hereby authorized the construction and establishment of a Sewer System in said Rolling Green Ridge Area, in- cluding but not limited to, lateral, trunk and intercepting sewers, and the construction of treatment Plants and facilities for the treat- ment and disposal of sewage, and other purposes appurtenant, necessary or incidental thereto, substantially in accordance with the plans and specifications prepared by Russell and Axon, Inc., Consulting Engineers, and heretofore filed in the office of the City Clerk, at an estimated total cost of ~ 382,?25.00 . The ~400~000 Sewer Revenue -2- Bonds to be issued pursuant to this resolution are to be issued to finance part of the said cost, the balance to be paid by the said N. R. Field in accordance with the terms of the Sewer Agreement. Such cost shall be deemed to include the cost of the construction and establishment of said Sewer System, including the acquisition / of any lands or interest therein or any other properties deemed necessary or convenient therefor; engineering and legal expenses; expenses for estimates of costs and of revenues~ expenses for plans, specifications and surveys~ administrative expenses relating solely to said Sewer System until the completion of said Sewer SyStem authorized by t~is resolution~ discount upon the sale of the Bonds, if any~ and such other expenses as may be necessary or incidental to the financing authorized by this resolution, and the construction and establishment of said Sewer System authorized by this resolution and the placing of same in operation. Section 1.0~. RESOLUTION TO CONSTITUTE CONTRACT. In con- sideration of the acceptance of the Bonds authorized to be issued hereunder by those who shall hold the same from time to time, this resolution shall be deemed to be and shall constitute a contract between the City of Boynton Beach, Florida, and such Bondholders, and the covenants and agreements herein set forth to be performed by said City shall be for the equal benefit, protection and security of the legal holders of any and all of such Bonds and the coupons attached thereto, all of which shall be of equal rank and without preference, priority or distinction of any of the Bonds or coupons over any other thereof except as expressly provided therein or herein. Section 1.04. DEFINITIONS. The following terms shall have the following meanings in this resolution unless the text other- wise expressly requires: (A) "City" shall mean the City of Boynton Beach, Florida~ (B) "Act" shall mean Chapter 24~98, Laws of Florida, Acts -3- of 1947, and other applicable provisions of law. (C) "Bonds" shall mean the ~400,000 Sewer Revenue Bonds authorized to be issued pursuant to this resolution, together with any pari passu additional bonds hereafter issued pursuant to sub- section (E) of Sectibn ~.0~ hereof, in the manner therein provided, and the interest coupons attached to said Bonds. (D) '~Holder of Bonds~ or'Bondholder'~, or any similar term, shall mean any person who shall be the bearer or owner of any Bond or Bonds registered to bearer or not registered, or the register- ed owner of any outstanding Bond or Bonds which shall at the time be registered other than to bearer, or of any coupons representing inter- est accrued or to accrue on said Bonds. (E) '~Sewer System" shall mean the complete Sewer System originally constructed, acquired and established in said Rolling Green Ridge Area pursuant to this resolution, including any parts thereof financed and paid for by the said N. R. Field pursuant to said Sewer Agreement, and any parts thereof financed and paid for by the City either from the proceeds of the Bonds authorized herein or any other sources; and shall also mean and include all improvements, extensionsi and additions to said Sewer System in said Rolling Green Ridge Area hereafter constructed or acquired from any sources~ and shall also mean and include all improvements, extensions and additions to said Sewer System hereafter constructed or acquired in areas adjacent i. to said Rolling Green Ridge Area from the proceeds 0f any pari passu additional Bonds hereafter issued as provided herein~ or revenues derived from said Sewer System~ and shall also include all lands or interests therein, plants, buildings, machinery, franchises~pipes, fixtures, equipment and all property, real or personal, tangible or intangible, now or hereafter owned and used by said City for said Sewer System. Said term ~'Sewer System" shall not, however, be deemed to mean or include any sewer facilities in other areas in said City -4- which are not additions, extensions or improvements of said Sewer System in said Rolling Green Ridge Area originally constructed and established pursuant to this resolution, or any additions, exten- sions or improvements of said Sewer System in such other areas which are not financed by the issuance of pari passu additional Bonds as provided herein. (F) '~Facilities" shall mean all the facilities of said Sewer System, and all parts thereof, constructed or acquired pur- suant to this resolution, and also any facilities which may hereafter be added to said Sewer System, or any parts thereof, by any additions, betterments, extensions, improvements thereto, or property of any kind or nature, real or personal, tangible or intangible, hereafter constructed or acquired. (G) "Gross Revenues" or "Revenues'~ shall mean all fees, rentals or other charges or other income received by the City, or accrued to the City or to any other board or agency of the City in control of the management and operation of said Sewer System~ and all parts thereof, from the operation of said Sewer System, all as calculated in accordance with sound accounting practice. (H) ~'~erating Expenses" shall mean the current expenses, paid or accrued, of operation~ maintenance and repair of the Sewer System and its facilities and shall include, without limiting the generality of the foregoing, administrative expenses relating solely to said Sewer System, insurance premiums and charges for the accumula- tion of appropriate reserves not annually recurrent but which are such as may reasonably be expected to be incurred in accordance with sound accounting practice. "Operating Expenses" shall not include any allowance for depreciation except to the extent expressly herein provided. -5- (I) "Net Revenues" shall mean the gross revenues, as defined in sub-section (G) above, remaining after deduction only of operating expenses, as defined in sub-section (H) above. (J) Rolling Green Ridge Area shall mean the area, located within the corporate limits of the City of Boynton Beach, Florida, in which said Sewer System is to be constructed pursuant to this resolution. (K) Words importing singular number shall include the~ plural number in each case and vice versa, and words importing persons shall include firms and corporations. -6- ARTICLE II AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF BONDS Section 2.01. AUTHORIZATION OF BONDS. Subject and pursu- ant to the provisions of this resolution, obligations of the City of Boynton Beach, Florida, to be known as ~'Sewer Revenue Bonds (Rolling Green Ridge Area)" are hereby authorized to be issued in the aggre- gate principal amount of not exceeding four hundred thousand dollars ($400,000) for the purpose of financing part of the cost of the im- provements in and for said City as provided in Section 1.02 (F) hereof. Section 2.02. DESCRIPTION OF BONDS. The Bonds shall be dated September 1, 1958, shall be in the denomination of $1,000 each; shall be numbered 1 to 400, both inclusive, and shall bear interest at a rate or mtes not exceeding four per centum (4~) per annum, pay- able semi-annually on March 1 and September 1 of each year; provided, however, that the City may agree with the purchaser or purchasers of said Bonds that said Bonds shall n~ bear any interest for the period prior to September 1, 1961. Said Bonds shall mature in nu- merical order, lowest numbers first, on September 1 of each year, in years and amounts as follows: year Amount Year Amount 1961 $ 3,000 1979 $10,000 1962 3,000 1980 10,000 1963 3,000 1981 15,000 1964 3,000 1982 15,000 1965 3,000 1983 15,000 1966 5,ooo 1984 15,ooo 1967 5,000 1985 15,ooo 1968 5,000 1986 20 oo0 1969 5,000 1987 ' 197o r o 20,000 9, co 1988 20,000 1971 7,000 1989 20,000 1972 7,000 1990 20,000 1973 7,000 1991 20,000 1974 7,000 1992 1975 7,000 1993 20,000 i976 iO,0OO i994 20,000 i977 lO,COO i995 20,000 1978 10,000 Said Bonds shall all be redeemable prior to their respective stated dates of maturity, at the option of the City, in whole or in part but in inverse order of maturities, and if less than a full maturity then by lot within such maturity, on March 1, 1959, or on any interest payment date thereafter, at the price of par and accrued interest. A notice of such redemption shall be published at least once at least thirty days prior to the date of redemp~ on in a financial paper published in the City of New York, New York, and a written notice of such redemption shall be sent by registered mail to all holders of Bonds to be redeemed which are registered as to principal or as to principal and interest at the addresses of the holders of such registered Bonds contained in the registration books of the City; provided, however, that failure to mail such notice to holders of such registered Bonds or any irregularity or defect therein shall not affect the validity of such call for prior redemption of said registered Bonds as long as notice of such prior redemption has been properly published as provided above. Interest shall cease on any of the Bonds duly called for redemption as provided above on the redemption date if payment thereof has been duly provided for. Said Bonds shall be issued in coupon form, shall be payable with ~espect to both principal and interest at Boynton Beach St ate Bank, Boynton Beach, Florida, or at the option of the holder, at Chase Manhatten Bank, New York, New York , 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 2.03. EXECUTION OF BONDS AND COUPONS. Said Bonds shall be executed in the name of the City by the Mayor and its cor- porate seal or a facsimile thereof shall be affixed thereto or re- produced thereon, and attested by the City Clerk. The facsimile -5- signatures of said Mayor and City Clerk may be imprinted or reproduced on said Bonds and on the validation certificate, provided that either the Mayor or City Clerk shall manually apply his signature on said Bonds. In case any one or more of the officers who shall have signed or sealed any of the Bonds shall cease to be such officer of the City before the Bonds so signed and sealed shall have been actually sold and delivered, such Bonds may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office. Any Bond may be signed and sealed on behalf of the City by such person as at the actual time of the execution of such Bond shall hold the proper office in the City, although at the date of such Bonds such person may not have held such office or may not have been so authorized. The coupons to be attached to the Bonds shall be authen- ticated with the facsimile signatures of the Mayor and City Clerk of said City, and the City may adopt and use for that purpose the facsimile signature of any person who shall have been such Mayor or City Clerk at any time on or after the date of the Bonds, notwith- standing that he may have ceased to be such Mayor or City Clerk at the time when such Bonds shall be actually sold and delivered. Section 2.04. NEGOTIABILITY AND REGISTRATION. The Bonds shall be, and have all the qualities and incidents of negotiable instru- ments under the law merchant and the Negotiable Instruments Law of the State of Florida, and each successive holder, in accepting any of said Bonds or the coupons appertaining thereto, shall be conclusively deemed to have agreed that such Bonds shall be, and have all of the qualities and incidents of negotiable instruments under the law mer- chant and the Negotiable Instruments Law of the State of Florida~ and each successive holder shall be conclusively deemed to have agreed that said Bonds shall be incontestable in the hands of a bona fide holder for value in the manner provided hereinafter in the form of -9- said Bonds. The Bonds may be registered at the option of the holder as to principal only, or as to both principal and interest, at the office of the City Treasurer, such registratiou to be noted on the back of said Bonds in the space provided therefor. After such regis- tration as to principal only, or both principal and interest, no transfer of the Bonds shall be valid unless made at said office by the registered owner, or by his duly authorized agent or representa- tive and similarly noted on the Bonds, but the Bonds may be discharged from registration by being in like manner transferred to bearer and thereupon transferability by delivery shall be restored. At the option of the holder the Bonds may thereafter again from time to time be registered or transferred to bearer as before. Such registration as to principal only shall not affect the negotiability of the coupons which shall continue to pass by delivery. Section 2.05. BONDS MUTILATE~, DESTROYED, STOLEN 0R LOST. In case any Bond shall become mutilated or be destroyed, stolen or lost the City may in its discretion issue and deliver a new Bond with all unmatured coupons, if any, so mutilated, destroyed, stolen or lost in exchange and substitution for such mutilated Bond, upon surrender and cancellation of such mutilated Bond and attached coupons, if any, or in lieu of and substitution for the Bond and attached coupons, if any, destroyed, stolen or lost, and upon the holder furnishing the City proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the City may prescribe and paying such expenses as the City may incur. Ail Bonds and coupons so surrendered shall be can- celled by the City Treasurer and held for the account of the City. If any such Bond or coupon shall have matured or be about to mature, instead of issuing a substituted Bond or coupon, the City may pay -10- the same, upon being indemnified as aforesaid, and if such Bond or coupon be lost, stolen or destroyed, without surrender thereof. Any such duplicate Bonds and coupons issued pursuant to this section shall constitute original, additional contractual obli- gations on the part of the City, whether or not the lost, stolen or destroyed Bonds or coupons be at any time found by anyone, and such duplicate Bonds and coupons shall be entitled to equal and proportionate benefits and rights as to lien and source and security for payment from the revenues of the Sewer System, with all other Bonds and coupons issued hereunder. Section 2.06. FORM OF BONDS AND COUPONS. The text of the Bonds and coupons shall be of substantially the following tenor, with such omissions, insertions and variations as may be necessary~and desirable and authorized or permitted by this resolution or any subsequent ordinance or resolution adopted prior to the issuance thereof: -11- No. UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF PALM BEACH CITY OF BOYNTON BEACH SEWER REVENUE BOND (ROLLING GREEN RIDGE AREA) $1,000 KNOW ALL MEN BY THESE PRESENTS that the City of Boynton Beach, in Palm Beach County, Florida, for value received, hereby promises to pay to the bearer, or if this Bond be registered, to the registered holder as herein provided, on the first day of September, 19 , from the revenues hereinafter mentioned the princi- pal sum of ' ONE THOUSAND DOLLARS with interest thereon at the rate of per centum per annum, payable on , 19 , and semi-annually there- after on the first day of March and the first day of September of each year upon the presentation and surrender of the annexed coupons as they severally fall due. Both principal of and interest on this Bond are payable at at the option of the holder, at , or States of America. in lawful money of the United The Bonds of the issue of Bonds of which this Bond is one, are redeemable prior to their stated dates of maturity, at the option of the City, in whole or in part but in inverse order of maturities, and if less than a full maturity then by lot within such maturity, on March 1, 1959, or on any interest payment date thereafter at the price of par and accrued interest; provided, however, that a notice of such redemption shall have been published at least once at least thirty days prior to the redemption date in a financial paper published in the City of New York, New York, and a written notice of such redemption shall be sent by registered mail to all holders of Bonds to be redeemed which are registered as to -12- principal or as to principal and interest at the addresses of the holders of such registered Bonds contained in the registration books of the City; provided, however, that failure to mail such notice to holders of such registered Bonds, or any irregularity or defect therein shall not affect the validity of such call for prior redemption of such registered Bonds as long as notice of such prior redemption has been properly published as provided above. This Bond is one of an authorized issue of bonds in the aggregate principal amount of $400,000 of like date, tenor and effect, except as to number, date of maturity (and interest rate), issued to finance part of the cost of the construction and estab- lishment of a sewer system in and for the Rolling Green Ridge Area of said City, under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including Chapter 24398, Laws of Florida, Acts of 1947, as amended, being the Charter of the City of Boynton Beach, and other applicable pro- visions of law, and a resolution duly adopted by the City Council of the City of Boynton Beach on 1958, a~d is subject to all the terms and conditions of said resolution. This Bond and the coupons appertaining thereto are payable solely from and secured by a lien upon and pledge of the net revenues derived from the operation of the sewer system of said City in said Rolling Green Ridge Area thereof, and any extensions thereof, in the manner provided in said resolution adopted on 1958. This Bond does not constitute an indebtedness of the City of Boynton Beach within the meaning of any constitutional, statutory or charter provision or limitation, and it is expressly agreed by the holder of this Bond and the coupons appertaining thereto that such holder shall never have the right to require or compel the exercise of the ad valorem taxing power of said City for the payment of the prin- '~ cipal of and interest on this Bond or the making of any sinking fund, reserve or other payments provided for in the resolution authorizing this issue of Bonds. It is further agreed between the City of Boynton Beach and the holder of this Bond that this Bond and the obligation evidenced thereby.shall not constitute a lien upon said sewer system, or any part thereof, or on any other property of or in the City of Boynton Beach, but shall constitute a lien only on the revenues derived from the operation of said sewer system in the manner provided in said resolution. The City in said resolution has covenanted and agreed with the holders of the Bonds of this issue to fix and establish and maintain such rates and collect such fees, rentals or other charges for the services and facilities of said sewer system, and to revise the same from time to time whenever necessary~ as will always provide funds sufficient to pay, and out of said funds shall pay, as the same shall become due, the principal of and interest on the Bonds of this issue, all reserve or sinking funds or other payments provided for in said resolution~ the necessary expenses of operating and maintaining said sewer system, and all other obligations payable out of the revenues of said sewer system, and that such rates, fees, rentals or other charges shall not be re- duced so as to be insufficient to provide adequate funds for such purposes; and said City has entered into certain further covenants with the holders of the Bonds of this issue for the terms of which reference is made to said resolution. It is hereby certified and recited that all acts, con- ditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Bond, exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable thereto, and that the issuance of this Bond, and of the issue of Bonds of which this Bond is one, does not violate any constitutional, statutory or charter limitations or provisions. This Bond, and the coupons appertaining thereto, is, and has all the qualities and~incidents of, a negotiable instrument under the law merchant and the Negotiable Instruments Law of the State of Florida, and the original holder and each successive holder of this Bond, or of the coupons appertaining thereto, shall be conclusively deemed by his acceptance hereof to have agreed that this Bond, and the coupons appertaining thereto, shall be and have all the qualities and incidents of negotiable instrumants under the law merchant and the Negotiable Instruments Law of the State of Florida. The original holder and each successive holder of this Bond, and of the coupons appertaining thereto, shall be conclusively deemed to have agreed and consented to the following te~ms and conditions: (a) Title to this Bond, unless registered as herein pro- vided, and to the annexed interest coupons, may be transferred by delivery in the manner provided for negotiable instruments payable to bearer in the law merchant and the Negotiable Instruments Law of the State of Florida; (b) Any person in possession of this Bond, unless regis- tered as herein provided, or of the interest coupons hereunto appertaining, regardless of the~manner in which he shall have ac- quired possession, is hereby authorized to represent himself as the absolute owner hereof, and is hereby granted power to transfer absolute title hereto b~ delivery hereof to a bona fide purchaser, that is, to any one who shall purchase the same for value (present or antecedent) without notice of prior defenses or equities or claims of ownership enforceable against his transferror; every prior taker or owner of this Bond, unless registered as herein pro- vided, and of the annexed interest coupons, waives and renounces all of his equities and rights herein in favor of every such bona fide purchaser, and every such bona fide purchaser shall acquire absolute title hereto and to all rights represented hereby; and (c) The City of Boynton Beach, Florida, may treat the bearer of this Bond, unless registered as herein provided, or of the interest coupons hereunto appertaining, as the absolute owner here- of for all purposes without being affected by any notice to the contrary. This Bond may be registered as to principal only, or as to both principal and interest, in accordance with the provisions endorsed hereon. IN WITNESS WHEREOF said City of Boynton Beach, Florida, has issued this Bond and has caused the same to be executed by the manual or facsimile signature of its Mayor, and the corporate seal of said City, or a facsimile thereof to be affixed hereto, or im- pressed or imprinted hereon, attested by the City Clerk of said City by his manual or facsimile signature, and has caused the interest coupons hereto attached to be executed with the facsimile signatures of said Mayor and City Clerk, all as of the first day of September, 1958. CITY OF BOYNTON BEACH, FLORIDA ATTEST: Mayor Ciby Clerk No. (FORM OF COUPON) On the day of Beach, Florida, will pay to the bearer at · 19 , the City of Boynton or at the option of the holder, at · in lawful money of the United States of America from the revenues described in the Bond to which this coupon is attached, the sum of Dollars ($ ), upon presentation and surrender of this coupon, being interest then due on its Sewer Revenue Bond (Rolling Green Ridg~Area), dated September 1, 1958, No. 'City Clerk Mayor (To be inserted in all coupons - "unless the Bond to which this coupon is attached has been previously called for prior redemption and payment thereof duly provided for".) (FORM OF VALIDATION CERTIFICATE) This Bond is one of a series of Bonds which were validated and confirmed by decree of the Circuit Court of the Fifteenth Judi- cial Circuit of the State of Florida, in and for Palm Beach County, rendered on , 19 . City Clerk Mayor (NOTE: One signature appearing on the Bonds must be manually applied) -17- PROVISION FOR REGISTRATION This Bond may be registered in the name of the holder on the books to be kept by the City Treasurer, as Registrar, or such other Registrar as may hereafter be duly appointed, as to principal only, such registration being noted hereon by such Registrar in the registration blank below, after which no transfer shall be valid unless made on said books by the registered holder or attorney duly authorized and similarly noted in the registration blank below, but it may be discharged from registration by being transferred to bearer, after which it shall be transferable by delivery, but it may be again registered as before. The registration of this Bond as to principal shall not restrain the negotiability of the coupons by delivery merely, but the coupons may be surrendered and the interest made payable only to the registered holder, in which event the Registrar shall note in the registration blank below that this Bond is registered as to interest as well as principal, and thereafter the interest will be remitted by mail to the registered holder. With the consent of the holder and of the City of Boynton Beach, this Bond, when converted into a bond registered as to both principal and interest, may be reconverted into a coupon bond and again converted into a bond registered as to both principal and interest, as herein- above provided. Uponreconversion 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 Registrar shall note in the registration blank below whether the Bond is registered as to prin- cipal only or payable to bearer. DATE OF REGISTRATION IN WHOSE NAME REGISTERED MANNER OF REGISTRATION SIGNATURE OF REGISTRAR -18- ARTICLE III COVENANTS, SPECIAL FUNDS AND APPLICATION THEREOF Section 3.01. BONDS NOT TO BE INDEBTEDNESS OF THE CITY. Neither the Bonds nor coupons shall be or constitute an indebtedness of the City within the meaning of any constitutional, statutory or charter limitation of indebtedness, but shall be payable solely from the revenues derived from the operation of said Sewer System. No holder or holders of any Bond issued hereunder, or of any coupon ap- pertaining thereto, shall ever have the right to compel the exercise of the ad valorem taxing power of the City, or taxation in any form of any real property therein to pay said Bonds or the interest thereon. Section 3.02. BONDS SECURED BY PLEDGE OF NET REVENUES. The payment of the debt service on all of the Bonds issued hereunder shall be secured forthwith equally and ratably by a first lien on and pledge of the Net Revenues derived from the operation of said Sewer System. The Net Revenues derived from said Sewer System, in an amount sufficient to pay the principal of and interest on the Bonds herein authorized, and to make the payments into the reserve and sinking funds and all other payments provided for in this resolution, are hereby irrevocably pledged to the payment of the principal of and interest on the Bonds authorized herein, and other payments provided for herein, as the same become due. Section 3.03. APPLICATION OF BOND PROCEEDS. All moneys re- ceived from the sale of any or all of the Bonds authorized and issued pursuant to this resolution shall be deposited by the City in a trust fund to be known as the "Construction Trust Fund" and shall be used for and applied by the City solely to the payment of part of the cost of the construction and establishment of the Sewer System, as provided for in this resolution, and for no other purpose whatsoever. Said fund shall be maintained by the City in an incorporated bank or trust company in the State of Florida which has an aggregate capital and -19- surplus of not less than $30Q 000.00 , and all moneys at any time in said Construction Trust Fund shall be continuously secured in the same manner as deposits of State and municipal funds are required to be secured by the present laws of the State of Florida. No with- drawals shall be made from said Construction Trust Fund, except for legal and engineering expenses, and expenses in connection with the issuance and sale of the Bonds authorized by this resolution, without the written approval of the Consulting Engineers. If for any reason such proceeds, or any part thereof, are not necessary for, or are not applied to, such purposes, then such unapplied proceeds shall be deposited by the City in the Reserve Account in the Sinking Fund, and shall be used only as provided therein for said Reserve Account. All such proceeds shall be and constitute a trust fund for such purposes and there is hereby created a lien upon such moneys, until so applied, in favor of the holders of the Bonds. Such proceeds may, pending their use for the purposes provided in this resolution, be temporarily invested in direct obligations of the United States of America matur- ing not later than twelve months after the date of the purchase thereof. ...... Any moneys received by the City from the said N.R. Fields pursuant to said Sewer Agreement shall be deposited in said Construction Trust Fund and used for the payment of part of the cost of said Sewer System in accordance with this resolution and said Sewer Agreement. Section 3.04. COVENANTS OF THE CITY. So long as any of the principal of or interest on any of the Bonds shall be outstand- ing and unpaid, or until there shall have been set apart in the Sinking Fund herein established, including the Reserve Account therein, a sum sufficient to pay, when due, the entire principal of the Bonds remaining unpaid, together with interest accrued and to accrue thereon, the City covenants with the holders of any and all of the Bonds issued pursuant to this resolution as follows: (A) SEWER SYSTEM REVENUE FUND. That the entire Gross Revenues derived from the operation of said Sewer System shall be -20- deposited in a special fund in a bank or trust company in the State of Florida which is eligible under the State laws to receive deposits of State and municipal funds, which fund is hereby designated as the "Sewer System Revenue Fund't. Said Sewer System Revenue Fund shall constitute a trust fund for the purposes provided in this resolution and shall be kept separate and distinct from all other funds of the City and used only for the purposes and in the manner provided in this Section 5.04. (B) DISPOSITION OF SEWER REVENUES. That all revenues at any time remaining on deposit in the Sewer System Revenue Fund shall be disposed of only in the following manner and order of priority: (1) Revenues shall be used first to pay the operating expenses of said Sewer System, as~ defined herein. (2) Thereafter from the moneys remaining in the Sewer System Revenue Fund the City shall deposit into a fund to be known as the Sinking Fund, which is hereby created, on the fifteenth day of each month, beginning with the first fifteenth day of March or September~ as the case may he,before the first interest payment date on the Bonds, one-sixth (1/6) of the amount of interest which will mature and become due on the next semi-annual interest payment date; and, on the fifteenth day of each month, beginning with September 15th of the year immediately preceding the first principal maturity date of the Bonds, one-twelfth (1/12) of the amount of principal which will mature and become due on the next principal maturity date. The City shall next, from the moneys remaining in said Sewer System Revenue Fund, deposit in a Reserve Account in said Sink- ing Fund, which is hereby established, on the fifteenth day of each month in each year, beginning with September 15, 1961, an amount equal to one sixtieth (1/60) of twenty per centum (20%) of the highest amount of prinCipal of and interest on the Bonds which will mature and become due in any succeeding year. No further payments shall be required to be made into said Reserve Account when there -21- shall have been deposited therein, and as long as there shall remain therein, an aggregate amount at least equal to the largest aggregate amount of principal of and interest on the Bonds which will mature and become due in any succeeding year. Moneys in the Reserve Account shall be used only for the purpose of the payment of maturing principal of or interest on the Bonds when the other moneys in the Sinking Fund are insufficient therefor, and for no other purpose. In the event that any moneys shall be withdrawn from said Reserve Account for the payment of maturing principal of or interest on said Bonds such withdrawals shall be subsequently restored from the first revenues avialable after all required payments for the Sinking Fund and Reserve Account therein, including any deficiencies for prior payments, have been made in full. The City shall not be required to make any further payments into said Sinking Fund or into the Reserve Account in said Sinking Fund when the aggregate amount of funds in both said Sinking Fund and said Reserve Account are at least equal to the aggregate princi- pal amount of Bonds issued pursuant to this resolution then outstanding, plus the amount of interest then due or thereafter to become due on said Bonds then outstanding. (5) The City shall next, from the moneys remaining in the Sewer System Revenue Fund, deposit in a bank or trust company in a trust fund to be known as the "Renewal and Replacement Fund", which is hereby created, on the fifteenth day of each month, beginning with the fifteenth day of September, 1961, an amount which shall be equal to one-twelfth (1/12) of five per centum of the Gross Revenues actually received and collected for the services and facilities of the Sewer System during the preceding year ending December 31; pro- vided, however, that in the event the Consulting Engineer shall certify that a greater amount shall be necessary to be paid into the Renewal -22- and Replacement Fund for the proper renewal or replacement of the capital assets of said Sewer System, then such greater amount as shall be certified by said Consulting Engineer to be required shall be deposited on the fifteenth day of each month as hereinabove provided. The funds in the Renewal and Replacement Fund shall be used only for the purpose of paying the cost of extensions, improve- ments or additions to~ or the replacement of capital assets of said Sewer System or any unusual or extraordinary maintenance or repairs which the Consulting Engineer shall certify are necessary for said Sewer System; provided, however, that moneys in said Renewal and Replacement Fund shall be used to pay the principal of and interest on the Bonds herein authorized in the event moneys in the Sinking Fund and Reserve Account therein shall at any time be insufficient therefor; and provided further, that if at any time the Consulting Engineer shall certify that the moneys in said Renewal and Replace- ment Fund are not needed for the purposes set forth above, then such funds may be used for the redemption prior to maturity of Bonds of the last maturity then outstanding, or the purchase of Bonds of the last five maturities then outstanding at a price not greater than par and accrued interest; provided, however, that none of said moneys shall ever be used for such purposes, unless all current payments required to be made pursuant to this resolution, including any deficiencies for prior payments, have been made in full. (4) If on any monthly payment date the revenues are in- sufficient to place the required amount in any of the funds provided above, the deficiency shall be made up in the subsequent payments, which shall be in addition to the payments otherwise required to be made into such funds on the subsequent payment dates. (5) Thereafter, the balance of any revenues remaining in the Sewer System Revenue Fund shall be used and applied as follows: (a) Such balance shall all be deposited in the Reserve Account in the Sinking Fund whenever the amount then on deposit in said Reserve Account is less than the highest aggregate amount of principal of and interest on said Bonds which Will mature and become due in any succeeding year. (b) Whenever and as long as the maximum required amount Provided in (a) above is on deposit in said Reserve Account, Such balance shall be Used and applied by the City as follows: (1) 0ne-half (1/2) of Such balance shall be deposited in the Renewal and Replacement Fund and Used as provided herein for such fund. (2) One-half (1/2) of such balance shall be Used by the City for the redemption prior to maturity of Bonds of the last maturity then outstanding or the PUrchase of Bonds of the last five maturities then outstanding at a price not greater than par and accrued interest. (6) The Sinking Fund and the Reserve Account therein, the Renewal and Replacement Fund, and all other special funds established and created by the resolution shall cons.~itute trust funds for the purposes provided herein for such funds. All of Such funds including the Sewer System Revenue Fund, shall be continuously secured in the Same manner as state and municipal deposits of funds are required to be secured by the laws of the State of Florida. Moneys in the Reserve Account and the Renewal and Replacement Fund may be invested and re- invested in direct obligations of the United States of America. Moneys in the Sewer System Revenue Fund and the Sinking Fund (except the Reserve Account therein) shall not be invested at~ any time. (C) OPERATION AND MAINTENANCE. That it will maintain in · good condition said Sewer System and all parts thereof, and will operate the same in an efficient and economical manner, making such expenditure for equipment and for renewal, repair and replacement as may be proper for the economical operation and maintenance thereof. (D) ISSUANCE OF OTHER OBLIGATIONS. That the City will not issue any other obligations, except under the conditions and in _24- the manner provided herein, payable from the revenues of said Sewer System, nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or any other charge having priority to or being on a parity with the lien of the Bonds issued pursuant to this resolution and the interest thereon, upon any of the income and revenues of said Sewer System. Any other obligations issued by the City in addition to the Bonds authorized by this resolution, or pari passu additional Bonds provided for herein, shall contain an express statement that such obligations are Junior and subordinate in all respects to the Bonds issued pursuant to this resolution as to lien on and source and security for payment from said sewer r~venues. (E) ISSUANCE OF ?ARI ?ASSU ADDITIONAL BONDS. That no pari passu additional Bonds~ as in this subsection defined, payable pari passu with Bonds issued pursuant to this resolution out of the revenues of said Sewer System shall be created after the issuance of any Bonds pursuant to this resolution, except under the conditions and in the manner herein provided. No such p~ri passu additional Bonds shall be issued unless one-half (1/2) of the Net Revenues, as defined herein, derived from said Sewer System, during the immediately preceding twenty four months, shall be at least equal to one hundred twenty-five per centum (125%) of the largest aggregate amount of principal and interest which will mature and become due in any succeeding calendar year on the Bonds originally issued pursuant to this resolution, any pari passu bonds theretofore issued pursuant to this resolution, any other obli- gations theretofore issued and then outstanding payable from the revenues derived from the operation of the Sewer System, or any part thereof, and the pari passu Bonds then proposed to be issued. The term "pari passu additional Bonds" as used in this subsection shall be deemed to mean additional obligations evidenced by Bonds issued under the provisions and within the limitations of -25- this subsection payable from the revenues from said Sewer System pari passu with Bonds originally authorized and issued pursuant to this resolution, and all of the covenants and other provisions of this resolution (except as to details of such Bonds evidencing such pari Passu additional obligations inconsistent therewith) shall be for the equal benefit, Protection and security of the holders of any Bonds originally authorized and issued Pursuant to this resolution and holders of any Bonds evidencing additional obligations subsequently created within the limitations of and in compliance with this sub- section. All of such Bonds, regardless of the time or times of their issuance, shall rank equally with respect to their lien on said revenues of said Sewer System and their sources and security for payment from said revenues without preference of any Bond, or coupon over any other. The term "pari passu additional Bonds" as used in this subsection shall not be deemed to include bonds, notes, certificates or other obligations subsequently issued, the lien of which on said sewer revenues is subject to the prior and superior lien on such sewer revenues of Bonds issued pursuant to this resolution and the City shall not issue any obligations whatsoever payable from said sewer revenues which rank equally as to lien on and source and security for payment from such sewer revenues with Bonds issued pur- suant to this resolution except in the manner and under the conditions provided in this subsection. Any such pari passu additional Bonds shall be dated March 1 or September i of the stated year of issuance thereof, shall bear interest payable semi-annually on March i and September i of each year, and shall mature on September i of the stated year of maturity thereof, and shall mature in consecutive annual installments ending not earlier than the last maturity of any outstanding Bonds; provided, however, that such pari passu additional Bonds shall be issued only -26- for the purpose of financing additions, extensions or improvements to, or acquisitions of capital assets for, said Sewer System in said Rolling Green Ridge Area, or areas adjacent thereto, or for the funding or refunding of obligations theretofore issued for such purposes. Nothing contained in this subsection or in this resolution, however, shall be deemed to require sewer facilities in areas adjacent to said Rolling Green Ridge Area to be constructed as a part of said Sewer System established pursuant to this resolution or financed under this subsection, and the City shall be fully authorized, in its discretion, to construct, establish and finance other sewer systems or sewer facilities in such other areas independently of the Sewer System in said Rolling Green Ridge Area established by this resolution. The City shall have power, however, to use the treatment or disposal facilities or trunk sewer or other appropriate facilities, of the Sewer System established by this resolution in said Rolling Green Ridge Area, to the extent such facilities are not needed for said Sewer System, to supplement or serve other sewer systems or sewer facilities in other areas of the City, but only upon the payment by the City, into the Revenue Fund created by this resolution of fair and Just charges for the use of such facilities of the Sewer System established by this resolution, and all such charges shall be approved as fair and just prior to the beginning of each budget year by the Consulting Engineer in a certificate filed in the office of the City Clerk. No pari passu additional Bonds, as in this subsection de- fined, shall be created at any time, however, unless all of the pay- ments into the respective funds provided for in this resolution on Bonds then outstanding, and all other reserve or sinking fund, or other payments provided for in this resolution shall have been made in full to the date of issuance of said pari passu additional Bonds -27- and the City shall have fully complied with all the covenants, agree- ments and terms of this resolution. (F) RATES. That the City will fix, establish and maintain such rates and collect such fees, rentals or other charges for the services and facilities of said Sewer System, and revise the same from time to time whenever necessary, as will always provide revenues sufficient to pay, in the manner specified in Section 5.04 of this resolution~ and out of said revenues shall pay, as the same shall become due, the principal of and interest on the Bonds, in addition to paying, as the~same shall become due, the necessary expenses of operating and maintaining such Sewer System, all reserve or sinking fund or other payments provided for in this resolution, and all other obligations and indebtedness payable out of the revenues of such Sewer System, 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. (G) BOOKS AND RECORDS. That the City will keep books and records of the Sewer System which shall be separate and apart from all other books, records and accounts of the City, and any holder of a Bond or Bonds issued pursuant to this resolution shall have the right at all reasonable times to inspect all records, accounts and data of the City relating thereto. The City shall also, at least once a year, cause the books, records and accounts relating to said Sewer System to be properly audited by a qualified and independent certified public accountant, and shall mail upon request, and make generally avialable, the reports of such audits to any holder or holders of Bonds issued pursuant to this resolution. (H) SAL~ OF THE SEWER SYSTEM. That the Sewer System may be sold, mortgaged, leased or otherwise disposed of only as a whole or substantially as a whole, and only if the net proceeds to be -28- realized shall be sufficient fully to retire all of the Bonds issued pursuant to this resolution and all interest thereon to their respec- tive dates of maturity or prior redemption. The proceeds from such sale, mortgage, lease or other disposition of said Sewer System shall immediately be deposited in the Sinking Fund and shall be used only for the purpose of paying the principal of and interest on the Bonds issued pursuant to this resolution as the same shall become due, or the redemption of callable Bonds, or the purchase of callable Bonds at prices not exceeding the then redemption price of such callable Bonds. The foregoing provision notwithstanding, the City shall have and hereby reserves the right to sell, lease or otherwise dispose of any of the property comprising a part of the Sewer System hereafter determined in the manner provided herein to be no longer necessary, useful or profitable in the operation thereof. Prior to any such sale, lease or other disposition of said property, if the amount to be received therefor is not in excess of ten thousand dollars (~10,O00), the general manager or other duly authorized officer in charge of such Sewer System shall make a finding in writing determining that such property comprising a part of such Sewer System is no longer necessary, useful or profitable in the operation thereof, and such proceeds shall be deposited in the Renewal and Replacement Fund and used only as provided herein for such fund. If the amount to be re- ceived from such sale, lease or other disposition of said property shall be in excess of ten thousand dollars (~10,O00) but not in excess of fifty thousand dollars (~50,000)~ the general manager or other duly authorized officer in charge of such Sewer System, and the Con- sulting Engineer, shall first each make a finding in writing determining that such property comprising a part of such Sewer System is no longer necessary, useful or profitable in the operation thereof, and the governing body of said City shall, by resolution duly adopted, approve -29- and concur in the finding of the general manager or other duly authorized officer, and authorize such sale, lease or other disposition of said property. The Proceeds derived from any such sale, lease or other disposition of said property, in excess of ten thousand dollars (~10,000) and not in excess of fifty thousand dollars (~50~000) shall be placed in the Renewal and Replacement F~nd PrOvided for in this resolution, and shall be used only for the Purposes provided herein for such fund. Such payment of such proceeds into the Renewal and Replacement F~ud shall not reduce the amounts required to be paid into said fund by other provisions of this resolution. No sale, lease or other disposition of the properties of said Sewer System shall be made by the City if the proceeds to be derived therefrom shall be in excess of fifty thousand dollars (450,000) and insufficient to pay all of the principal of Bonds then outstanding and all interest thereon to their respective dates of maturity, with- out the prior approval and consent in writing of the holders or their duly authorized representative of sixty-six and two-thirds per centum (66 2/3%) in amount of Bonds then outstanding. The City shall prepare the form of such approval and consent for execution by Bondholders, or their duly authorized representatives, which form shall Provide for the disposition of the proceeds of the sale, lease or other disposition of such properties of such Sewer System. (I) INSURANCE. That so long as any of the Bonds hereby authorized are outstanding, the City will carry adequate fire and windstorm insurance on all buildings and structures of the facilities and properties of said Sewer System which are subject to loss through fire or windstorm and will carry adequate liability insurance a~d will otherwise carry insurance of all the kinds and in the amounts normally carried in the operation of similar facilities and properties in Florida. In time of war the City shall also carry such insurance as may be reasonably avialable against loss or damage by the risks and -30- hazards of war. All moneys received for losses under any of such insurance, except public liability, shall be paid into the Renewal and Replacement Fund and disbursed for the replacement or restoration of the damaged or destroyed property or for other purposes provided for herein for such Renewal and Replacement Fund. (J) MAINTENANCE OF SEWER SYSTEM. That the City will complete the construction and establishment of said Sewer System provided for ~. in this resolution in an economical and efficient manner with all i. practicable dispatch, and thereafter will maintain said Sewer System in good condition and continuously operate the same in an efficient manner and at a reasonable cost. (K) SERVICES RENDERED TO THE CITY. That the City will not~ render or cause to be rendered any free services of any nature by its Sewer System, nor will any preferential rates be established for users of the same class; and in the event the City of Boynton Beach, or any department, agency, instrumentality, officer or employee thereof, shall avail itself of the facilities or services provided by said Sewer System, or any part thereof, 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, instrumentality, officer or employee. Such charges shall be paid as they accrue, and the City shall transfer from its general funds sufficient sums to pay such charges. The revenues so received shall be deemed to be revenues derived from the operation of the Sewer System, and shall be deposited and accounted for in the same manner as other revenues derived from such operation of the Sewer System. (L) REMEDIES. Any holder of Bonds or of any coupons appertaining thereto, issued under the provisions of this resolution, or any trustee acting for such Bondholders in the manner hereinafter provided, may either at law or in equity, by suit, action mandamus or other proceeding in any court of competent jurisdiction, protect and enforce any and all rights under the laws of the State of Florida, or granted and contained in this resolution, and may enforce and compel~' the performance of all duties required by this resolution or by any applicable statutes to be performed by the City or by any officer thereof, including the fixing, charging and collecting of rates, fees, rentals or charges for the services and facilities of the Sewer System. In the event that default shall be made in the payment of the interest on or the principal of any of the Bonds issued pursuant to this resolution as the same shall become due, or in the making of the payments into any reserve or sinking fund or any other payments required to be made by this resolution, or in the event that the City or any officer, agent or employee thereof shall fail or refuse to comply with provisions of this resolution, or shall default in any covenant made herein, and in the further event that any such default shall continue for a period of thirty days, any holder of such Bonds, or any trustee appointed to represent Bondholders as hereinafter pro- vided, shall be entitled as of right to the appointment of a receiver of said Sewer System in appropriate judicial proceedings in a court of competent jurisdiction, whether or not such holder or trustee is also seeking or shall have sought to enforce any other right or exercise any other remedy in connection with Bonds issued pursuant to this resolution. The receiver so appointed shall forthwith, directly or by his agents and attorneys, enter into and upon and take possession of the Sewer System, and each and every part thereof, and shall hold, operate and maintain, manage and control such Sewer System, and each and every part thereof, and shall hold, operate and maintain, manage and control such Sewer System, and each and every part thereof, and in the name of the City shall exercise all the rights and powers of the City with respect to the Sewer System as the City itself might do. Such receiver shall collect and receive all revenues, maintain and operate such Sewer System in the manner provided in this resolution, and comply under the jurisdiction of the court appointing such receiver, with all of the provisions of this resolution. Whenever all that is due upon Bonds issued pursuant to this resolution, and interest thereon, and under any covenants of this resolution for reserve, sinking or other funds, and upon any other obligations and interest thereon, having a charge, lien or encumbrance upon the revenues of the Sewer System shall have been paid and made good, and all defaults under the provisions of this resolution shall have been cured and made good, possession and control of the Sewer System shall be surrendered to the City upon the entry of an order of the court to that effect. Upon any subsequent default, any holder of Bonds issued pursuant to this resolution, or any trustee appointed for Bondholders as hereinafter provided, shall have the same right to secure the further appointment of a receiver upon any such subsequent default. Such receiver shall in the performance of the powers here- inabove conferred upon him be under the direction and supervision of the court making such appointment, shall at all times be subject to the orders and decrees of such court and may be removed thereby and a successor receiver appointed in the discretion of such court. Nothing herein contained shall limit or restrict the Jurisdiction of such court to enter such other and further orders and decrees as such court may deem necessary or appropriate for the exercise by the receiver of any function not specifically set forth herein. Any receiver appointed as provided herein shall hold and operate such Sewer System in the name of the City and for the joint protection and benefit of the City and holders of Bonds issued pur- suant to this resolution. Such receiver shall have no power to sell, assign, mortgage or otherwise dispose of any assets of any kind or character belonging or pertaining to such Sewer System, but the author- ity of such receiver shall be limited to the possession, operation and maintenance of the Sewer System for the sole purpose of the pro- tection of both the City and Bondholders, and the curing and making good of any default under the provisions of this resolution, and the title to and ownership of the Sewer System shall remain in the City of Boynton Beach, and no court shall have any Jurisdiction to enter any order or decree permitting or requiring such receiver to sell, mortgage or otherwise dispose of any assets of the Sewer System, except as provided in this resolution. The holder or holders of Bonds in an aggregage principal amount of not less than twenty-five per centum of Bonds issued under this resolution then outstanding may by a duly executed certificate in writing appoint a trustee for holders of Bonds issued pursuant to this resolution with authority to represent such Bondholders in any legal proceedings for the enforcement and protection of the rights of such Bondholders. Such certificate shall be executed by such Bondholders or their duly authorized attorneys or representatives, and shall be filed in the office of the City Clerk. (M) ENFORCEMENT OF COLLECTIONS. That the City will dili- gently enforce and collect all fees, rentals or other charges for the services and facilities of the Sewer System and take all steps, actions and proceedings for the enforcement and collection of such fees, rentals or other charges which shall become delinquent to the full extent permitted or authorized by the Charter of said City and by the laws of the State of Florida. Nothing herein, however, shall be construed to grant to any Bondholder any lien on any real Droperty of the City or of any resident or inhabitant thereof, or of any real property served by the facilities of said Sewer System. The City further covenants and agrees that, to the extent permitted by law, it will discontinue, or cause the discontinuance of, the furnishing of water and sewer services and facilities to all delinquent users of said Sewer System until all delinquent sewer fees, rentals or other charges, together with reasonable interest and other penalties, have been fully paid and discharged, and shall adopt, or cause to be adopted, reasonable rules and regulations governing the discontinuance of water and sewer services to delinquent users of said Sewer System, including interest and penalties, and charges for the restoration of water and sewer services when all delinquent sewer fees, rentals or other charges, together with interest and penalties, have been fully paid and discharged. (N) CONNECTIONS WITH SEWER SYSTEM. That the City will, to the full extent permitted by law, require all lands, buildings and structures fronting or abutting on said Sewer System or any part thereof, or which can use the facilities and services of such Sewer System, to connect with and use the facilities and services of such Sewer System, and to cease all other means and methods for the col- lection, purification, treatment and disposal of sewage and waste matter, and will not grant, or cause or permit the granting of, any license, franchise or permit to any person, firm, corporation, associa- tion, or body or agency, public or private, for the collection, treat- ment and disposal of sewage and waste matter in the area served by said Sewer System. This subsection shall not, however, be construed to impair any rights under contracts existing at the time of adoption of this resolution. (0) OPERATING BUDGET. That the City shall annually, at least forty-five days preceding each of its fiscal years, prepare and adopt by resolution of its governing body a detailed budget of the estimated expenditures for operation and maintenance of said Sewer System during such next succeeding fiscal year. No expenditures for the operation and maintenance of said Sewer System shall be made in any fiscal year in excess of the amounts provided therefor in such budget without a written finding and recommendation by the general manager of such Sewer System or other duly authorized officer in charge thereof, which finding and recommendation shall state in detail the purpose of and necessity for such increased expenditures for the operation and maintenance of said Sewer System and no such increased expenditures shall be made until the governing body of the City shall have approved such finding and recommendation by a resolution duly adopted. No such increased expenditures in excess of ten per centum (10%) of the amount provided therefor in such budget shall in any event be made except upon the further certification of the Con- sulting Engineer that such increased expenditures are necessary and essential to the continuance in operation of said Sewer System. The City shall mail copies of such annual budgets and all resolutions authorizing increased expenditures for operation and maintenance to any holder or holders of Bonds who shall file his address with the City and request in writing that copies of all such budgets and resolutions be furnished him or them, and shall make avialable such budgets and all resolutions authorizing increased expenditures for operation and maintenance of the Sewer System at all reasonable times to any holder or holders of Bonds issued pursuant to this resolution, or anyone acting for and in behalf of such Bondholder or Bondholders. (?) CONSULTING ENGINEER. That the City will employ Russell & Axon, Inc., Consulting Engineer, of Da~onaBeach, Florida, or other qualified and recognized consulting engineers to supervise the construction and establishment of the Sewer System authorized by this resolution; and after the completion thereof and the placing of same in operation, will retain said Consulting Engineer or other qualified and recognized consulting engineers to inspect the facilities and properties of the Sewer System of the City annually and make an annual report and recommendations with respect thereto and with respect to any proposed changes in the schedules of rates and charges, and concerning the operation~ mainten- ance, replacements, property additions and improvements thereto. Upon request of any Bondholder a copy of each such annual report shall be mailed, postpaid, to said Bondholder and a copy thereof shall remain on file with the City Clerk for public inspection. ARTICLE IV MISCELLANEOUS PROVISIONS Section 4.01. MODIFICATION 0RAMENDMENT. No material modification or amendment of this resolution or of any resolution or ordinance amendatory hereof or supplemental hereto, may be made without the consent in writing of the holders of two-thirds or more in principal amount of the Bonds then outstanding, pro- vided, however, that no modification or amendment shall permit a change in the maturity of such Bonds or a reduction in the rate of interest thereon, or in the amount of the principal obligation or affecting the unconditional promise of the City to fix, establish and collect said sewer charges, or to pay the principal of and interest on the Bonds as the same shall become due from the revenues of said Sewer System, or reduce Such percentage of holders of such Bonds required above for such modifications or amendments, without the consent of the holders of such Bonds. Section 4.02. SEVERABILITY OF INVALID PROVISION. If any one or more of the covenants, agreements or provisions of this resolution should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly pro- hibited, or against public policy, or shall for any reason what- soever be held invalid, then such covenants, agreements or pro- visions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions, and shall in no way affect the validity of all the other provisions of this resolu- tion or of the Bonds or coupons issued thereunder. Section 4.03. VALIDATION AUTHORIZED. That Elwyn L. Special Counsel and Robert F. Griffith, Jr. Middleton, Esquire,/ City Attorney, be and theysa~ hereby authorized and directed to institute appropriate proceedings in the Circuit Court of the Fifteenth Judicial Circuit of Florida, in and for Palm Beach County, Florida, for the validation of said Bonds, and the proper officers of the City are hereby authorized to verify on behalf of the City any pleadings in such proceedings. Section 4.04. ISSUANCE AND SALE OF BONDS. That said Bonds shall be issued and sold in such manner and at such price or prices consistent with the terms of this resolution~ as the City Council shall hereafter determine by resolution. Section 4.05. EFFECTIVE DATE. That it is necessary for the immediate Preservation of the property~ health and safety of the City of Boynton Beach and its inhabitants that the con- struction and establishment of said Sewer System in and for said City herein referred to be made with the least possible delay and it is hereby determined that this resolution is an emergency measure and shall take effec~ immediately. UNANIMOUSLY passed and adopted at regular session held this 6th day of August, 1 95 8. Attested by: y Clerl~ -~vt a yo r -- -39- X-1663.1 AGREEMENT THIS AGENT, made and entered into this / -~ day of ~ ~ ~ , 1958, by and between the CITY OF BOYNTON BEACH, a municipality in Palm Beach County, Florida, hereinafter called -City", and N. R. FIELD, hereinafter called "Second Party"; WI TNES SE TH: WHEREAS, Second Party either owns or controls a large undeveloped tract of land, consisting of approximately 1,500 acre~ within the corporate limits of the City of Boynton Beach, Florida; and WHEREAS, in order for Second Party and his associates to carry on the program of constructing homes for sale in the City of Boynton Beach it is necessary that a central sanitary sewer and sewage disposal plant be installed and constructed to serve the lands proposed to be included in Second Party's program and WHEREAS, City does not have a sanitary sewer and sewage disposal plant with which to serve the lands of Second Party and the other residents of the City of Boynton Beach; and WHEREAS, the parties mutually desire to initiate a plan aimed toward the installation of a complete sanitary sewer and sewage disposal plant for City; NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that for and in consideration of the premises, and in further con- sideration of the mutual promises, covenants and undertakings to be kept and performed by the respective parties hereto, it is agreed as follows: i. PLAN FOR INSTALLATION OF DISPOSAL PLANT AND SANITARY S~VERS. program for the installation of a system of sanitary sewers and The parties hereto have mutually agreed to commence the a sewage disposal plant by constructing and installing the first unit of a sswage disposal plant and sanitary sewer lines, includ- ing laterals, interceptors and trunk lines, in accordance with the plans and specifications therefor prepared by Russell and Axon, Inc., consulting engineers employed by City for that purpose, which said plans and specifications are made a part hereof by reference; it being understood that the only area to be affected by this agreement is the area in Rolling Green Ridge Subdivision containing 975 lots, shown on the attached plan of Russell and / Axon, Inc., it being understood that the party of the second part~ay · finance additional extensions to the System in accordance with Plah fPr financing agreed upon herein, upon land owned or controlled by nlm. 2. FINANCING. For the purposes hereof, a lateral sewer line is defined as "a sewer line of the size of eight (8) inches in diameter or under in a O feet - 6 feet cut." Second Party agrees to pay the complete cost of the materials and labor for the installation of all laterals, lateral manholes and other incidentals for a complete lateral installa- tion. Said laterals and all appurtenances thereto, upon install- ation, shall immediately become and remain the absolute property of City. City agrees that the cost of the remaining portion of the system of sanitary sewers, including the sewage disposal plant, shall be borne by City, but to be paid solely from the issuance of sewer revenue bonds as hereinafter provided. Included in the over-all cost of the project shall be ~ . · ~englneerlng fees, all legal expenses, and all other incidental including the $10,OOO.00 cost of land as stated inparagraph three, page thre~ costs/in connection with the issuance of the bonds and the installation of the sewer system. Separate bids for the installation of laterals and the other lines will be received on a unit-price basis. In cases where interceptors also serve as laterals, Second Party shall pay toward the cost of installing such interceptors an amount per foot equal to the unit price per foot for the installation of laterals as hereinabove defined and as fixed in the unit price bids for laterals as herein provided. The balance of the cost for the installation of said interceptors shall be paid by City out of the proceeds of the sale of sewer revenue bonds. -2- 3. SITE FOR SEWAGE DISPOSAL PLANT. Second Party agrees to make available to City the site for the installation of the sewage disposal plant. It is estimated that the site shall con- tain ten (10) acres. Second Party hereby agrees to convey to City, free and clear of all encumbrances, five (5) acres thereof at no cost to City. The remaining approximate five (5) acres shall be conveyed ~o City for the sum of~2,000 per acre for the number of acres actually contained in the site up to five (5) acres. Second Party further agrees to convey to City, free and clear off. all encumbrances, one lot in Rolling Green Ridge Subdivision to be used for municipal purposes. 4. TERMS AND PROVISIONS OF REVENUE BONDS. The revenue bonds to be issued by City to finance City,s share of the cost of the project shall be amortized over a period not to exceed forty (40) years; shall bear interest at a rate not to exceed four per centum (4%) per annum, it being understood that said interest shall not be compounded, payment of principal and interest on said bonds shall be deferred until three years after the date thereof or until the City Engineer shall certify that the sewer works system is self sustaining, whichever date is the earlier; shall be in the total sum of $400,000; shall be validated by Circuit Court decree, in accordance with the Charter and the laws of the State of Florida pertaining thereto; shall be callable upon thirty (30) days' notice, in writing, to the registered holder thereof, without penalty; shall be payable solely from the revenue to be derived from the system of sanitary sewers and sewage dis- posal plant to be constructed and installed pursuant to the terms of this agreement;~shall provide that the funds for the operation of the sewer works system shall have priority over funds required for debt service; no funds raised by ad valorem taxes shall ever be pledged or used to pay any part of the principal or interest on said bonds; no funds shall be raised by ad valorem taxes or any other taxes to pay any part of principal or interest on said bonds; said bonds shall be accompanied by an approving opinion -3- of a nationally recognized bond attorney, to be selected by attorney for City. 5. GUARANTEED BID FOR BONDS. Second Party, as part of the consideration of this agreement, does hereby undertake to, and does, guarantee to produce a bona fide bid at the sale of said bonds, at par and for an interest rate not to exceed four per centum (&%) per annum. 6. AWARDING OF CONTRACTS. Contracts for the install- ation of the sewage disposal plant and system herein contemplated shall be in accordance with the requirements of the City,s Charter. The City agrees to endeavor to obtain the lowest and best bid in all cases for materials and labor in completing the work contemplated hereunder. Second Party may bid on any and all contracts to be awarded on the same basis as any other contractor. 7. AWARDING OF CONTRACTS TO BE IN PHASES. The con- tracts for the installation of the sewer lines, pumping stations and disposal plant shall be awarded in phases in accordance with the plans of Russell and Axon, Inc. attached hereto. The City,s decision in this regard shall be final and binding upon both parties to this agreement. 8. EASENENTS. Second Party agrees that he shall pro- vide all. easements without cost, in accordance with the attached plans, as may be necessary for the installation of sanitary sewer lines, force mains, pumping stations, etc. in order to effect the intent and purpose of this agreement. 9. HOME SERVICE LINES EXCLUDED. It is understood and agreed that the sewage collection system contemplated hereunder shall not include the service lines and connections for individu- al homes. Wyes shall be provided in the lines to which con- nections can be made by individual home owners. 10. MONTHLY SERVICE CHARGE. In the bond issue con- templated hereunder, City shall covenant and agree to maintain a sufficient monthly service charge for sewer service in order to amortize the revenue bonds, and shall likewise agree to take such legal steps as are afforded by applicable law to enforce the collection thereof. ll. PLAN FOR OVER-ALL SYSTEM. The installation herein contemplated is the first phase in the plan for an over-all sanitary sewer collection and disposal system. Any property owner may avail himself of the services of the sewer facilities to be installed hereunder, after completion, to the extent that such facilities can reasonably be made available to such other property owners. 12. This agreement shall be binding upon Second Party, e~ecutors his heirs,/administrators and assigns. IN WITNESS WHEREOF, City has caused these presents to be signed in its name by its ~yor, attested by its Clerk, and its official seal hereunto affixed, and Second Party has here- unto set his hand and seal, all on the day and year first above written. (CORPORATE SEAL) Signed, sealed and delivered in the presence of: ('"'~ , .. ,: , ~ Attest As ~o City ~ ~ ~ AS--to Second Part~ CITY OF BOYNTON BEACH ~ Mayor ~) ¥"/.~ j":~_.~"~.'., ~-~-V~ierk "City" N. R. Field ' '- "Second Party" -5- STATE OF FLORIDA )SS. COUNTY OF PALM BEACH ) Befgre me, .the undersigned authority, personally appeared Z. ~. ¢~dw~/I and 39.~'- ~/,'//,',~ respectively Mayor and City Clerk of the City of Boynton Beach, Florida, to me well known and known to me to be the individuals described in and who executed the foregoing instrument, and they acknowledged before me that they executed the same for the pur- poses therein expressed as the act and deed of said City. IN WITNESS WHEREOF, I ~a~e hereunto set my hand and affixed my official seal this 7~ day of '~ ~ , 1958. Notary Public, Stage'of Florida My commission expires: I~ Commission Expires (~cl, Bonded by American Surety Co. Oi N. Y, STATE OF FLORIDA COUNTY OF ~ ) )SS. ) Before me, the undersigned authority, personally appeared N. R. FIELD, to me well known and known to me to be the individual described in and who executed the foregoing instrument, and he acknowledged before me that he executed the same for the purposes therein expressed. IN WITNESS WHEREOF, I have hereunto, set my hand and affixed my official seal this ~Y day of ....~l,i~,~,.~ , 1958. ,,, Notg~y/Public, State of Florida My co~mission expires: -6-