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HomeMy WebLinkAboutCity of Tamarac Resolution R-85-021Introduced by Temp. i 1 2 3 4 5 6 7 i 10 11 12 13 14 15 16 17 1$ 19 20 21 22 23 24 25 26 27 21 29 30 31 32 33 24 CITY OF TAMARAC, FLORIDA RESOLUTION NO. RESOLUTION AUTHORIZING ISSUANCE OF NOT EXCEEDING $30,000,000 WATER AND SEWER UTILITY REVENUE AND REFUNDING BONDS OF THE CITY OF TAMARAC, FLORIDA, FOR THE PURPOSE OF REFUNDING CERTAIN WATER AND SEWER UTILITY REVENUE BONDS, SERIES 1980, AND TO FINANCE THE COST OF ADDITIONAL IMPROVEMENTS TO THE CITY'S WATER AND SEWER UTILITY, PROVIDING THAT SUCH BONDS SHALL NOT CONSTITUTE AN INDEBTEDNESS OF THE CITY WITHIN MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION OR A PLEDGE OF ITS FULL FAITH AND CREDIT BUT SHALL BE PAYABLE AS TO PRINCIPAL, PREMIUM, IF ANY, AND INTEREST SOLELY FROM NET REVENUES OF THE CITY'S WATER AND SEWER UTILITY; PROVIDING FOR THE CREATION OF CERTAIN FUNDS AND ACCOUNTS; PROVIDING FOR FORM OF SUCH BONDS; SETTING FORTH RIGHTS AND REMEDIES OF OWNERS OF SUCH BONDS; PROVIDING SEVERABILITY; AND AUTHORIZING VALIDATION;, WHEREAS, the City Council of the City of Tamarac (the "Council") has previously issued $12,935,000 Water and Sewer Utility Revenue Bonds, Series 1980, pursuant to Resolution No. 79-251 adopted by the Council on October 13, 1979, as amended and supplemented from time to time, of which .�Q,5 o o cf the principal amount is currently outstanding and unpaid (the "Series 1980,.Bonds"); and WHEREAS, the Council has further determined and does hereby determine that it is in the best interest to defease the lien created under said resolution and to refund the Series 1980 Bonds since the refunding will result in a restructuring of the debt service for the utili'.y to anticipate future capital improvements and will remove certain restrictive covenants contained in the Series 1980 Bonds resolution which will result in a lower rate increase; WHEREAS, the Council has previously determined in Resolution No. 84-25, adopted on January 25, 1984, and hereby determines that it is necessary and in the best interest of the City and its citizens to finance the cost of additional improvements to the Water and Sewer Utility for the furtherance of the health, safety, and welfare of the citizens of the City and others who will become customers of the Water and Sewer Utility; and WHEREAS, the City under authority granted by the Constitution of the State of Florida, Chapter 166, Florida Statutes, its Home Rule Charter, and other applicable provisions of law, 'the City is authorized to issue water and sewer utility revenue and refunding bonds to refund previously issued bonds and to pay the cost of improvements to the water and sewer utility and to pledge certain revenues of the utility not derived from ad valorem taxes for the payment of such bonds as further described and limited herein; WHEREAS, pursuant to its Home Rule Charter of the City, a majority of the qualified electors of the City voting on the question at a special election held on March 13, 1984, approved the issuance of not exceeding $15,000,000 in water and sewer utility revenue bonds to pay the cost of additional improvements to the Water and Sewer Utility, the results of such election were ratified by the Council in Resolution No. 84-85, adopted on March 20, 1984; K C] 5 6 7 • 10 11 12 13 14 15 . . 16 17 21 22 23 24 25 26 27 26 26 30 l ,.2 33 34 WHEREAS, the Council for the reasons stated above has determined to provide for the issuance at one time or in series from time to time of not exceeding $30,000,000 of bonds of the City which shall be designated as Water and Sewer Utility Revenue and Refunding Bonds, Series 1985, for all of the above -stated purposes including to pay the issuance costs and to pledge to the payment of the principal of, premium, if any, and interest on said bonds the Net Revenues (as hereinafter defined) of the Water and Sewer Utility; and WHEREAS, the Council has further determined and does hereby determine that it is in the best interest of the City to provide for the issuance of additional series of bonds secured by the Net Revenues on a parity with the Water and Sewer Utility Revenue Refunding Bonds, Series 1985, which series of additional parity bonds shall be water and sewer bonds of the City and which are collectively referred to herein, together with such initial series, as the "Bonds," and such additional parity bonds may be issued for such capital improvements as are authorized by this Council by resolution. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF TAMARAC, FLORIDA: DEFINITIONS Section 101. Meaning_of _Words and _Terms. In addition to words and terms elsewhere defined in this Resolution, the following words and terms as used in this Resolution shall have the following meanings, unless some other meaning is plainly intended: The term "Amortization Requirements" shall mean, for any Bond Year with respect to Term Bonds, the respective amounts which are required to be depos4ted to the credit of the Redemption Account in each Fiscal Year for redeeming and paying at maturity such Term Bonds determined by the Council in a resolution adopted prior to the issuance of such Term Bonds. The Amortization Requirements for the Term Bonds shall begin in the Fiscal Year determined by the Council for such Series and shall end not later than the Fiscal Year immediately preceding the Fiscal Year in which such Term Bonds are stated to mature. If during any Fiscal Year the total principal amount of Term Bonds retired by purchase or redemption or called for redemption under the provisions of Section 508 of this Resolution shall be in excess of the Amortization Requirements for the Term Bonds shall be reduced for any subsequent Fiscal Year or Fiscal Years in amounts aggregating the amount of such excess, as shall be determined by the Finance Director. The term "Bond Counsel" shall mean counsel recognized on the subject of, and qualified to render approving legal opinions on the issuance of, municipal bonds. The term "Bond Registrar" shall mean either the Finance Director or any bank or trust company, either within or without the State of Florida, designated as such by resolution of the Council prior to the issuance of the Bonds, which shall perform such functions required of the Bond Registrar by Article II of this Resolution. The word "Bonds" shall mean the Bonds issued under the provisions of Article II of this Resolution. -2- N. 10 11 12 13 14 15 16 17 19 119 20 21 22 23 24 25 26 27 2• 2! 30 i2i 33 34 The term "Bond Service Account" shall mean the Bond Service Account, a special account created and designated by Section 505 of this Resolution. The term "Capital Appreciation Bonds" shall mean the Bonds of a series, the interest on which (1) shall be compounded periodically; (2) shall be payable at maturity or upon earlier redemption of the principal amount thereof; and (3) shall be determined by reference to the Compounded Amounts. The term "Compounded Amounts" with respect to any Capital Appreciation Bonds of a series, shall mean the amounts so designated in a subsequent resolution of the Issuer, representing principal and interest accrued on such Capital Appreciation Bonds. The term "Capital Expenditures" shall mean all expenditures made for extensions, additions, improvements, renewals and replacements (other than ordinary, maintenance and repairs) acquired, constructed or installed for the purpose of preserving, extending, increasing or improving the service rendered by the Water and Sewer Utility or for reducing the cost of operation, and shall include the cost of purchasing and installing such equipment and appurtenances as may be necessary to meet the demands upon the Water and Sewer Utility; it shall also include the acquisition of such lands and rights -of -way and such engineering, legal and administrative expenses as may be required in connection with the foregoing. The word "Charter" shall mean the Home Rule Charter for the City of Tamarac. The term "City" shall mean the City of Tamarac, Florida, a municipal corporation organized and existing under the laws of Florida. The term "City Attorney" shal) mean the City Attorney of the City or the officer succeeding to his principal functions. The term "City Clerk" shall mean the City Clerk of the City or the officer succeeding to his principal functions. The term "City Council" shall mean the City Council of the City of Tamarac or the board or body succeeding to its principal functions. The term "City Manager" shall mean the City Manager of the City or his designee or the officer succeeding to his principal functions. The term "Construction Fund" shall mean the Tamarac Water and Sewer Utility Construction Fund, a special fund created and designated by Article IV of this Resolution. The term "Consulting Engineers" shall mean the engineer or engineering firm or corporation at the time employed by the City under the provisions of Section 704 of this Resolution to perform and carry out the duties imposed on the Consulting Engineers by this Resolution. The term "Cost", as applied to the Water and Sewer Utility, and Project or any Improvements, shall embrace the cost of acquisition and construction and all obligations and expenses and all items or cost which are related thereto. The term "County" shall mean Broward County, Florida, a political subdivision of the State of Florida. -3- k\ 3 4 5 6 7 10 11 12 13 14 1S 15 17 18 20 21 22 23 24 25 26 27 21 29 30 1 32 33 34 The term "Current Interest Paying Bonds" shall mean the Bonds of a series, the interest on which shall be payable on a semi-annual basis. The term "Current Expenses" shall mean the City's reasonable and necessary current expenses of maintenance, repair and operation of the Water and Sewer Utility and shall include, without limiting the generality of the foregoing, all ordinary and usual expenses of maintenance and repair, which may include expenses not annually recurrings, all City administrative expenses and any reasonable charges for pension or retirement funds properly chargeable to the Water and Sewer Utility, insurance premiums, engineering expenses and relating to maintenance, repair and operation, fees and expenses of Paying Agents, legal expenses, any taxes which may be lawfully imposed on the Water and Sewer Utility or its income or operations and reserves for such taxes, and any other expenses required to be paid by the City under the provisions of this Resolution or by law all in accordance with the accrual method of accounting but shall not include any reserves for extraordinary maintenance or repair, or any allowance for depreciation, any amortization charges, or any deposits or transfers to the credit of the Sinking Fund, the renewal and Replacement Fund, and the General Reserve Fund. The term "Daily Newspaper" shall mean a newspaper published in the English language on at least five (5) business days in each calendar week. The term "Escrow Agent" shall mean the escrow agent named in the Escrow Agreement. The term "Escrow Agreement" shall mean the Escrow Agreement between the City and the Escrow Agent named therein, in such form as may be approved by subsequent resolution of the Council and pursuant to which the proceeds of the Water and Utility Revenue and Refunding Bonds, Series 1984 which are deposited with the Escrow Agent will be used to pay the Water and Utility Revenue Bonds (Series 1980). The term "Escrow Agreement Requirement" shall mean the amount determined by subsequent resolution of the Council, which amount shall be deposited with the Escrow Agent pursuant to the terms of the Escrow Agreement. The term "Finance Director" or "Director" shall mean the Director of the City Finance Department or the officer or officers succeeding to his principal functions. The term "Fiscal Year" shall mean the period commencing the first day of October and ending on the last day of September of the following year as the same may be amended from time to time to conform to the fiscal year of the City. The term "General Fund" shall mean the General Fund of the City designated as such by state law and in the annual budget and the annual audit of the City, required by law, from which the general operations of the City are funded. The term "General Reserve Fund" shall mean the Tamarac General Reserve Fund, a special fund created and designated by Section 505 of this Resolution. The term "Government Obligations" shall mean direct obligations of, or obligations the principal of and the interest on which are guaranteed by, the United States of America. -4- A s i 10 11 12 13 14 15 16 17 1IL8 ! 20 21 22 23 24 25 26 27 2• 2! 30 1 2 33 34 The term "holder," "owner," Bondholder" or "registered owner" means the person who shall appear on the registration books of the City maintained in the Bond Registrar as the owner of a particular Bond, or if any Bonds are issued in coupon form pursuant to a subsequent resolution of the Council, the bearer of any Bond in coupon form or of any Bond registered to "bearer." The term "Improvements" shall mean such improvements, renewals and replacements of the Water and Sewer Utility or any part therof and such extensions and additions thereto as may be necessary or disirable, in the judgment of the City, to keep the same in proper condition for the safe, efficient and economic operation thereof and to integrate into the Water and Sewer Utility any unit or part thereof, and shall include such land, structures and facilities as may be authorized to be acquired or constructed by the City under the provisions of Florida law and such improvements, renewals and replacements of such land, structures and facilities of the Water and Sewer Utility and such extensions and additions thereto as may be ncessary or desirable for continuous and efficient service to the public, which shall be financed from the proceeds of Bonds issued under the provisions of this Resolution from moneys deposited to the credit of the Constructon Fund, the Renewal and Replacement Fund, the General Reserve Fund or from any other source or such extensions and additions thereto as may be added or received with or without consideration. The term "In Lieu of Tax Fund" shall mean the Tamarac In Lieu of Tax Fund, a special fund created and designated by Section 505 of this Resolution. The term "Investment Obligations" shall mean any of the following if and to the extent the same are at the time legal for investment of municipal funds; (a) direct obligations of or obligations guaranteed by the United States; (b) bonds, debentures or notes issued by any of the following federal agencies: Bank for Cooperatives, Federal Intermediate Credit Banks, Federal Home Loan Bank System, Federal Farm Cerdit Bank, Export -Import Bank of Washington, or Federal Land Banks; (c) public housing bonds, temporary notes, or preliminary loan notes fully secured by contracts with the United States; (d) certificates' of deposit or other interest bearing obligations of any bank, savings and loan association or trust company authorized to engage in the banking business in the State of Florida either fully insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insuarnce Corporation or fully collaterallized by obligations described in (a) or (b) above having a fair market value (determined at least quarertly) equal to the principal amount or such certificates of deposit or other interest bearing obligations; (e) repurchase agreements with any bank authorized to engage in the banking business in the State of Florida or primary reporting government dealers, in each case having a capital and surplus or net capital of not less than $100,000,000 and having senior debt obligations rated at least A by Standard and Poor's Corporation secured by collateral of the type and amount described in (d) above; or (f) any other obligations in which surplus municipal funds may be invested under the laws of Florida, including, without limitation, the Local Government Surplus Funds Trust Fund created and established under Chapter 218, Part IV, Florida Statutes (1983). The term "Mayor" shall mean the Mayor of the City or the officer succeeding to his principal functions. -5- 4 • 10 11 12 13 16 1s 16 17 1B 1. 19 20 21 22 23 26 2S 26 27 21 29 30 �i 1 .02 33 36 The term "Net Revenue" for any particular period shall mean the amount of the excess of the revenues for such period over the current expenses for such period. The word "Outstanding" shall mean, when used with respect to the Bonds, all bonds theretofore delivered except: (a) Bonds paid or redeemed or delivered to or acquired by the City or Paying Agent for cancellation; (b) Bonds deemed to have been paid in accordance with Article hereof; and (c) Bonds in exchange for or in lieu of which other Bonds have been executed and delivered under this Resolution. The term "Paying Agent" shall mean the Bond Registrar, or if the Bonds shall be issued as coupon bonds, the bank or banks or trust company or trust companies, either within or without the State of Florida, _at which the principal of the Bonds (unless registered) and the interest on the Bonds not registered as to both principal and interest shall be payable. The term "Pledged Impact Fees" shall mean charges known as contributions in aid of construction levied and collected by the City from developers, builders and new customers. The term "Principal and Interest Requirements," as applied to the Bonds of any Series, shall mean for any par ti,."J.";: Fiscal Year, the respective amounts which are required by the resolution or subsequent resolution of the Council to provide: (a) for paying the interest falling due during such Fiscal Year on all such Bonds then Outstanding, (b) for paying the principal of Bonds then Outstanding and maturing in such Fiscal Year, and (c) The Amortization Requirements, if any, for all Term Bonds then Outstanding for such Fiscal Year. The term "Principal Office" of the Bond Registrar or any Paying Agent shall mean the office at which, at the time in question, its corporate trust business is principally conducted. The term "Project" shall mean the improvements to be made to the Water and Sewer Utility from the proceeds of the Series 1984 Bonds as described in detail in the engineering report of the Consulting Engineers required to be filed Pursuant to Section 206 and 207 of this Resolution. The term "Renewal and Replacement Fund" shall mean the Tamarac Water and Sewer Utility Renewal and Replacement Fund created and designated by Section 505 of this Resolution. The term "Reserve Account" shall mean the Reserve Account, a special account created and designated by Section 505 of this Resolution. The term "Reserve Account Requirement" shall mean the Maximum Principal and Interest Requirements on account of the Bonds issued under the provisions of Article II of this Resolution in the current or any subsequent Bond Year. Q-C 1 2 3 4 5 6 7 8 10 11 12 13 14 is � 16 17 11. 18 9 20 21 22 23 24 25 26 27 29 29 30 1 �2 33 34 The term "Resolution" shall mean this Resolution as the same may be amended or supplemented from time to time in accordance with Article X hereof. The term "Revenues" shall mean all moneys, fees, charges and other income received by the City or accrued to the City in connection with or as a result of its ownership or operation of the Water and Sewer Utility, and income from investments made under this Resolution, except payments on special assessments for water and sewer improvements, contributions in aid of construction, connection charges and income from the investment of moneys in the Construction Fund. The term "Serial Bonds" shall mean the Bonds of a Series which shall be stated to mature in annual installments and "Term Bonds" shall mean the Bonds of a Series so designated in a resolution of the City Council adopted prior to the issuance of such Bonds. The word "Series" shall mean the Bonds issued under the provisions of Section 207 of,this Resolution. The term "Sinking Fund" shall mean the Tamarac Water and Sewer Utility Revenue Bonds Interest and Sinking Fund, a special fund created and designated by Section 505 of this Resolution. The term "Unpledged Impact Fees" shall mean charges known as contribution in aid of construction levied and collected by the City from developers, builders and new customers. The term "Utility Rate Consultant" shall mean the person or firm experienced in utility analysis at the time employed by the City under the provisions of Section 704 of this Resolution. The term "Water and Sewer Utility" shall mean, collectively, the existing water treatment and distribution system and wastewater collection and disposal system owned and operated by the City of Tamarac. Section 102. Construction of Words. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, the words "Bond", "coupon", "owner", "holder" and "person" shall include the plural as well as the singular number, the word "person" shall mean any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof, and the word "holder" or "bondholder" when used herein with respect to Bonds issued hereunder shall mean the holder or registered owner, as the case may be, of the Bonds at the time issued and outstanding hereunder. ARTICLE II FORM, EXECUTION, DELIVERY AND REGISTRATION OF BONDS Section 201. Issuance of Bonds. For the purpose of providing funds to refund the Water and Sewer Utility Revenue Bonds Series 1980 and for paying all or part of the Cost of the Project, bonds of the City may be issued under and secured by -7- 1.1 1 2 3 4 5 6 7 e 9 10 it 12 13 14 15 16 17 1$ 19 20 21 22 23 24 25 26 27 2• 29 1130 31 32 41 34 this Resolution subject to the conditions hereinafter provided in Section 206 of this Article. The principal of, premium, if any, and the interest on all such Bonds shall be payable solely from the special fund hereinafter created and designated "Tamarac Sewer and Water Utility Revenue and Refunding Bonds Interest Sinking Fund" (hereinafter sometimes called the "Sinking Fund"), and all of the covenants, agreements and provisions of this Resolution shall be for the benefit and security of all and singular the present and future holders and registered owners of the Bonds and interest coupons so issued or to be issued, without preference, priority or distinction as to lien or otherwise, except as otherwise hereinafter provided, of any one Bond over any other Bond by reason of priority in the issue, sale or negotiation thereof, or otherwise. Section 202. Details of Bonds. The Bonds or each Series issued under the provisions of this Resolution shall be in the denomination of Five Thousand Dollars ($5,000) each and integral multiples thereof, may be numbered consecutively from 1 upwards, shall be dated the interest payment date last preceding the date of the authentication (except that if any Bond shall be authenticated on any interest payment date, or if any Bond shall be dated as of such interst payment date, or if any Bond shall be authenticated prior to the first interest payment date for the Bonds of such series, it shall be dated the date prescribed in a resolution pursuant to which such Bonds are issued), shall bear interest from the original date of issue of such Bond until its payment at a rate or rates not exceeding the maximum rate then permitted by law, such interest to the respective maturities of the Bonds being payable semiannually on the first days of April and October in each year or on any other dates provided in a subsequent resolution, shall be dated, shall be stated to mature in annual installments on October 1, and shall be subject to redemption prior to their respective maturities, all as hereinafter provided or in a subsequent resolution prior to the issuance of the Bonds. The Bonds of each Series issued under the provisions of this Article shall be designated "Water and Sewer Utility Revenue and Refunding Bonds (Series )," in each case inserting any identifying series letter, and making such other variations or changes as may be deemed necessary or appropriate by Bond Counsel. Both the principal of and the interest on the Bonds shall be payable in any coin or currency of the United States of America which, at the respective dates of payment thereof, is legal tender for the payment of public and private debts. Bonds shall be registered as to both principal and interest. Interest on the Bonds shall be paid by check or draft of the Bond Registrar mailed to the registered owner at his address as it appears on the registration books maintained by the Bond Registrar at the close of Business on the Record Date with respect to each interest payment date, irrespective of any transfer or exchange of the Bonds subsequent to such Record Date and prior to such interest payment date. The principal on the Bonds shall be payable upon the presentation and surrender thereof as the same falls due at the principal corporate trust office of the Paying Agent. Section 203. Execution and Form of Bonds. The Bonds shall be signed by, or bear the facsimile signature of, the Mayor or Vice Mayor of the City and shall be signed by, or bear the facsimile signature of, the Clerk or any Deputy Clerk of the Council, and a facsimile of the official seal of the Council shall be imprinted on the Bonds; provided, however, that, if required by law, each Bond shall be manually signed by at least one of said officers. In case any officer whose signature or a facsimile of whose signature shall appear on any -8- 1 2 3 4 6 7 12 13 14 15 16 17 1$ 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 Bonds shall cease to be such officer before the delivery of such Bonds, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes the same as if he had remained in office until such delivery, and also any Bond may bear the facsimile signature of, or may be signed by, such persons as at the actual time of the execution of such Bond shall be the proper officers to execute such Bond although at the date of such Bond such persons may not have been such officers. The Bonds of each Series issued under the provisions of Section 206 of this Article, and the statements of validation and the provisions for registration to be endorsed on the Bonds, shall be, respectively substantially in the following form, with such appropriate variations, omissions and insertions as may be required or permitted by this Resolution or subsequent resolution of the Council. A subsequent Resolution of the Council may provide that the Bonds be in some Different form if so determined by the Council; in particular, if the Council shall determine, based upon advice of Bond Counsel, that interest on any series of Bonds will not be subject to federal income taxation if such Bonds are issued in coupon form, then such subsequent Resolution may prescribe a suitable form of coupon bond• for such purpose. Any such subsequent Resolution authorizing coupon bonds shall prescribe the form of such coupon bonds and the coupons appertaining thereto, the denomination of such coupon bonds, the manner in which such coupon bonds shall be numbered, their manner and place of payment and such other provisions and details as are customarily applicable with respect to bonds issued in coupon form. No. $ United States of America State of Florida County of Broward City of Tamarac Water and Sewer Utility Revenue Bond, Series r l The City of Tamarac (the "City"), a municipal corporation organized and existing under the laws of the State of Florida, for value received, hereby promises to pay, solely from the special fund provided therefor, as hereinafter set forth, to , the registered owner hereof, on the lst day of October, (or earlier as hereinafter referred to), the principal sum of DOLLARS and to pay from said special fund, interest thereon from the date hereof at the rate of percent ( %) per annum until payment of such principal sum, such interest to the maturity hereof being payable semiannually on the 1st days of April and October in each year; provided, however, that if the maturity date of this Bond, moneys are being held by the Paying Agent for the payment hereof, this bond shall cease to bear interest. The principal of, premium, if any, and the interest on this bond are payable in any coin or currency of the United States of America, which, on the respective dates of payment thereof, is legal tender for the payment of public and private debts. This Bond shall bear interest from the interest payment date next preceding the date of registration hereof unless this Bond is registered as of an interest payment date, in which -9- 1 2 3 4 5 6 7 9 A 10 11 12 13 14 15 if 17 18 19 20 21 22 23 24 25 26 27 2• 29 30 31 32 33 34 event this Bond shall bear interest from such date, or unless it is registered prior to the first interest payment date, in which event this Bond shall bear interest from its date, Interest on this Bond shall be paid by check or draft of the Bond Registrar mailed to the registeed owner at his address as it appears on the registration books maintained by , as Bond Registrar, at the close of business on the Record Date (as defined herein) with respect to each interest payment date. The City and the Bond Registrar are not required to issue and transfer this Bond during the period beginning on the fifteenth (15th) day (whether or not a business day) of the month next preceding any interest payment date (the "Record Date") and ending on the interest payment date. The principal of this Bond is payable upon the presentation and surrender hereof as the same becomes due at the principal corporate trust office of the Paying Agent. This bond shall not be deemed to constitute an indebtedness of the City or a pledge of the faith and credit of the City, but shall be payable exclusively from the special fund provided therefor from revenues of the water and sewer utility of the City (the "Utility") and other moneys pledged under the Resolution. The issuance of this bond shall not directly or indirectly or contingently obligate the County to levy or to pledge any form of taxation whatever therefor nor shall this bond constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the City, and the holder of this Bond shall have no recourse to the power of taxation. All acts, conditions and things required by the Constitution and laws of the State of Florida, and the ordinances and resolutions of the City, to happen, exist and be performed precedent to and in the issuance of this bond have happened, exist and have been performed as so required. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the bond Registrar's Certificate hereon shall have been duly executed by the Bond Registrar. IN WITNESS WHEREOF, the City of Tamarac has caused this bond to be signed by or bear the facsimile signature of its Mayor and the City Clerk and a facsimile of its official seal to be imprinted hereon, all as of the day of , 198 . (SEAL] facsimile City Clerk [facsimile] Mayor BOND REGISTRAR'S CERTIFICATE This Bond is one of the series of Bonds described in the within mentioned Resolution. Date of Registration: Registrar -10- , as Bond By: : Authorized Officer 2 3 STATEMENT OF VALIDATION 4 This bond is one of a series of bonds which were validated by judgment of the Circuit Court for Broward County, S Florida, rendered on , 19 . 6 [FORM ON REVERSE SIDE OF BOND] i This Bond is one of a duly authorized series of revenue bonds of the City known as "City of Tamarac Water and Sewer Utility Revenue and Refunding Bonds, Series 198_ (the "Bonds") issued under and pursuant to Resolution No. , duly adopted by the City Council of the City of Tamarac (the "Council" on F 1985, and Resolution No. , 10 duly adopted by the Council on , 1985, as amended and supplemented from time to time, and Resolution 11 No. , duly adopted by the Council on (herein collectively called the -"Resolution"). The Bonds shall 12 be of like date, consist of Serial Bonds maturing in annual installments on in the years inclusive, 13 and of Term Bonds maturing on and and shall be issued for the purpose of refunding the City's 14 Water and Sewer Utility Revenue Bonds Series 1980 currently outstanding in the aggregate principal amount of $ , 1S for paying the cost of certain capital improvements to the City's water and sewer utility and for paying the costs of 16 issuance of the Bonds. The custody and application of the c f Bonds issued under the Resolution, the fund charged 17 with and pledged to the payment of the principal of and the interest on the Bonds, the nature and extent of the security, 16 the terms and conditions on which the Bonds of each series are or may be issued, the rights, duties and obligations of the City under the Resolution and the rights of the registered owners of the Bonds are more fully described in the 20 Resolution. By the acceptance of this Bond, the registered owner hereof assents to all the provisions of the Resolution. 21 The Resolution provides for the issuance of additional 22 bonds on a parity with the Bonds of this Series, from time to time, under the conditions, limitations and restrictions 23 therein set forth, for the purpose of paying all of a part of the cost of additions, enlargements, improvements and 34 extensions of or to the Utility and for the purpose of refunding any Bonds issued by the City under the provisions of ZS the Resolution. The Resolution also permits the City to borrow money from the State of Florida and enter into loan agreements 26 for its repayment for the purpose of paying all or part of the cost of such additions, enlargements, improvements and 27 extensions and to repay such borrowings from the revenues of the Utility after providing for the periodic principal, 21 interest and reserve requirements of the Bonds issued under the Resolution. 29 This Bond is issued and the Resolution was adopted 30 under and pursuant to the Constitution and laws of the State of Florida, particularly the Home Rule Charter of the City and Chapter 166, Florida Statutes, as amended. I The Resolution provides for the fixing and charging by the City of rates and charges for the sevices of the System 33 (the "Revenues") sufficient to provide funds (a) to pay the cost of maintaining, repairing and operating the Utility, (b) 34 to pay the principal of and the interest on the Bonds, and (c) to create reserves for such purposes. The Resolution also provides for the deposit of a sufficient amount of such -11- Revenues► over and above the amounts necessary to pay the cost i of maintaining, repairing and operating the Utility, to the 2 credit of a special fund, which fund is pledged to the extent set forth in the Resolution to the payment of the principal of 3 and interest on all Bonds issued under the Resolution. The Bonds of this series at the time outstanding which 4 mature on and after , may be redeemed prior to their respective maturities, at the option of the City, from any monies that may be made available for such purpose, either 6 n in whole, on any date not earlier than - ► part, on any interest payment date not earlier than 7, at the following redemption prices (expressed as percentages of the principal amount of the Bonds 'being = redeemed) plus accrued interest to the redemption date as follows: [Here insert the times and prices] 10 The Series 1984 Bonds maturing on and , are subject to mandatory redemption at 11 par, plus accrued interest, but without premium, at times and 12 in amounts sufficient to satisfy the Mandatory Amortization Requirement (as defined in the Resolution). 13 If less than all of the Bonds of any one maturity 14 shall be called for redemption, the particular Bonds to be redeemed shall be selected by lot as provided in the Resolution. is If any of the Bonds are called for redemption, notice 16 thereof identifying the Bonds to be redeemed will be given by the City Clerk by mailing a copy of such notice by first-class 17 mail, postage prepaid, not less than thirty (30) days before such redemption date, to the registered owner of any Bonds which are to be redeemed at his last address appearing on the is registration books. On the date designated for redemption, 19 notice having been mailed, all as provided in the Resolution, the Bonds so called for redemption price provided for 20 redemption of such Bonds on such date, interest on such Bonds shall cease to be entitled to any lien, benefit or security under the Resolutuon, and the registered owners of such Bonds 21 shall have no rights in respect thereof except to receive 22 payment of the redemption price thereof. 23 The registered owner of this Bond shall have no right to enforce the provisions of the Resolution, or to institute 24 action to enforce the covenants therein, or to take any action with respect to any event of default under the Resolution, or 25 to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Resolution. 26 Modifications or alterations of the Resolution or of 27 any resolution supplemental thereto may be made only to the extent and in the circumstances permitted by the Resolution. 22 In certain events, on the conditions, in the manner 2! and with the effect set forth in the Resolution, the principal of all the Bonds then outstanding under the Resolution may 30 become or may be declared due and payable before the stated maturities thereof, together with interest accrued thereon. 1 This Bond shall be registered as to both principal and interest and shall not be registered as to "bearer." The person in whose name any Bond shall be registered 32 shall be deemed and regarded as the absolute owner thereof for 34 all purposes and payment of or on account of the principal or any such Bond shall be made only to or upon the order of the -12- 1 2 3 4 s 6 7 r 10 11 12 13 14 is 16 17 9 9 20 21 22 23 24 25 26 27 2• 29 30 1 `32 33 34 registered owner thereof or his legal representative, but such registration may be changed as herein provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. Any registered owner of any Bond is hereby granted power to transfer absolute title thereto by assignment thereof to a bona fide purchaser for value (present or antecedent) without notice of prior defenses or equities or claims of ownership enforceable against his assignor or any person in the chain of title and before the maturity of such Bond. Every prior owner of any Bond shall be deemed to have waived and renounced all of his equities or rights therein in favor of every such bona fide purchaser, and every such bona fide purchaser shall acquire absolute title thereof and to all rights represented thereby. (Form for Transfer) FOR VALUE RECEIVED, , the undersigned, hereby sells, assigns and transfers unto (Tax Identification or Social Security No. ) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Section 204. Bond Registrar and Re istrationj Exchange (TEF_RA). The City shall cause its books for the registration and for the transfer of Ponds to be kept by the Bond Registrar. Any Bond may be transferred only upon an assignment duly executed by the registered owner or his attorney or legal representative in such form as shall be satisfactory to the Bond Registrar, such transfer to be made on such books by the Bond Registrar. The principal of any Bond shal be payable only to or upon the order of the registered owner or his legal representative. Bonds shall not be registered to bearer. Bonds may be exchanged for a like aggregate principal amount of Bonds or other authorized denominations of the same series, interest rate and maturity. The City shall execute and deliver, and the Bond Registrar shall authenticate, such Bonds which the Registered owner making the exchange is entitled to receive. No charge shall be made to any Bondholder for the privilege of registration, transfer or exchange hereinabove granted, but any Bondholder requesting any such registration, transfer or exchange shall pay any tax or other governmental charge required to be paid with respect thereto. The City and the Bond Registrar are not required to issue and transfer any Bond during the period beginning on the fifteenth (15th) day of the month next preceding any interest payment date. The Bond Registrar shall not be required to transfer or exchange any Bond after the mailing of notice calling such Bond or portion thereof for redemption has been given as provided in this Resolution during the period of 15 days next preceding the mailing of such notice of redemption. Each Bond delivered pursuant to any provision of this Resolution in exchange or substitution for, or upon the transfer of the whole or any part of one or more other Bonds, -13- 1 2 3 4 5 6 7 12 13 14 15 16 17 1$ 19 20 21 22 23 24 25 26 27 29 29 30 31 32 33 34 shall carry all of the rights to interest accrued and unpaid and to accrue that were carried by the whole or such part, as the case may be, of such one or more other Bonds, and notwithstanding anything contained in this Resolution, such Bonds shall be so dated or bear such notation, that neither gain nor loss in interest shall result from any such exchange, substitution or transfer. Section 205. Ownership of Bonds• Transfer of Title (TEFRA). The City, the Paying Agents and the Bond Registrar may deem and treat the person in whose name any Bond shall be registered on the books maintained pursuant to Section 204 as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment thereof and for the purpose of receiving payment thereof and for all other purposes whatsoever, and none of the City, the Paying Agents or the Bond Registrar shall be affected by any notice to the contrary. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. Any registered owner of any Bond is hereby granted power to transfer absolute title thereto by assignment thereof to a bona fide purchaser for value (present or antecedent) without notice of prior defenses or equities or claims of ownership enforceable against his assignor or any person in the chain of title and before the maturity of such Bond. Every prior owner of any Bond shall be deemed to have waived and renounced all of his equities or rights therein in favor of every such bona fide purchaser, and every such bona fide purchaser shall aquire absolute title thereto and to all rights represented thereby. The bearer of any coupon bond or interest coupon appertaining thereto issued pursuant to a subsequent resolution of the Council shall be conclusively deemed and treated as the absolute owner of such coupon bond or interest coupon. Section 206. Issuance of Bonds for Refunding and for the Project. There shall be initially issued under and secured by this Resolution, at one time or in Series from time to time, Bonds of the City in an aggregagte principal amount not exceeding Thirty Million Dollars ($30,000,000) for the purpose of refunding the Water and Sewer Utility Revenue Bonds Series 1980 and for paying all or any part of the Cost of the Project. Said Bonds shall be dated as of such date, shall be numbered from 1 upwards as to each such Series and shall be stated to mature in the year or years not more than forty (40) years from the date of the Bonds and in the amounts established by the Council by resolution prior to the issuance of the Bonds. Said Bonds shall bear interest, shall have such redemption provisions and Amortization Requirements, if any, and shall have such Paying Agents all as shall be determined by the Council in a resolution or resolutions adopted prior to the issuance of the Bonds. Each of the Bonds shall be executed substantially in the form and manner hereinabove set forth, shall have printed thereon a statement of validation in the form hereinabove set forth, and shall be deposited with the City Manager for delivery, but prior to or simultaneously with the delivery of said Bonds or any Series thereof by the City Manager, there shall be filed with the Clerk the following: (a) a copy, certified by the Clerk, of this Resolution. -14- (b) a copy, certified by the Clerk, of the 1 resolution of the Council, determining the amount, if any, to be deposited to and credit of the Bond Service 2 Account as capitalized interest, designating the Bond Registrar and the Paying Agents, fixing the Series 3 designation and date, fixing the years and amounts in 4 which said Bonds will mature, fixing the Amortization Requirements of any Term Bonds and fixing the times 5 and prices at which said Bonds are to be subject to redemption; 6 (c) copy, executed and certified by the Clerk, 7 of any Escrow Agreement and/or investment Agreement between the City and an Escrow Agent in regard to the refunded bonds; 8 9 (d) a copy, certified by the Clerk, of the resolution of the Council awarding said Bonds, 1Q specifying the interest rate of each such Bond and directing the delivery of said Bonds to or upon the order of the purchasers therein named upon payment of 11 the purchase price therein set forth; 12 (e) A certificate, signed by the Finance Director, setting forth the amount of Net Revenues 13 received by the City in each of the preceding two fiscal years for which audited financial statements 14 are available; 15 (f) A certificate, signed by the Finance Director, setting forth the Principal and Interest 15 Requirements for each Fiscal Year thereafter on 17 account of the Bonds then requested to be delivered; ` 16 (g) an opinion of the City Attorney to the effect that the issuance of said Bonds has been duly authorized and that all lega' conditions precedent to 19 the delivery of said Bonds have been fulfilled; 20 (h) an opinion of Bond Counsel to the effect that the issuance of said Bonds has been duly 21 authorized, that all legal conditions precedent to the 22 delivery of such Bonds have been fulfilled. When the documents mentioned in clauses (a) to (g), 23 inclusive, of this Section have been filed with the Clerk and when said Bonds or the Series thereof shall have been executed 24 as required by this Resolution, the. Finance Director shall deliver said Bonds or the Series thereof then to be issued, at 25 one time or upon the order of the purchasers named in the resolution mentioned in clause (b) of this Section, but only 26 upon payment to the Finance Director of the purchase price of said Bonds. The Finance Director shall be entitled to rely 27 upon such resolution as to the names of the purchasers the interest rate of each of said Bonds and the amount of such 28 purchase price. 29 Simultaneously with the delivery of the Bonds, the Finance Director shall apply the proceeds of the Bonds as 30 follows: 31 (1) deposit to the credit of the Bond Service Account, the accrued interest, if any, and any premium 32 received, 33 (2) deposit to the credit of the Bond Service Account an amount equal to the interest to be 34 capitalized on the bonds, as determined by the resolution mentioned in clause (a) of this Section, -15- 1 1 I 1 2 3 4 3 6 7 9 10 44 12 13 14 1S 16 17 1B 19 20 21 22 23 24 r}1 26 27 28 29 30 31 32 33 34 (3) deposit to the credit of the Reserve Account, an amount equal to the Reserve Account Requirement, (4) deposit with the Escrow Agent an amount equal to the Escrow Agreement Requirement which shall be applied pursuant to the terms of the Escrow Agreement, and (5) deposit to the credit of the Construction Fund the balance of such proceeds account for application to the payment of the Cost of the Project. The terms and conditions of the Escrow Agreement and any other documents or certificates deemed necessary or desirable to refund the Water and Sewer Utility Revenue Bonds, Series 1980, and the execution thereof shall be as provided by subsequent resolution adopted prior to the issuance of the Bonds. Section 207. Issuance of Additional Parity Bonds. In addition to the ' Bonds authorized under the provisions of Section 206 of this Article, Additional Bonds of the City may be issued under and secured by this Resolution and then outstanding, subject to the conditions hereinafter provided in this Section, from time to time for the purpose of paying the cost of acquiring or constructing improvements or to refund any one or more series of bonds. Before any Additional Bonds shall be issued under the provisions of this Section the City Council shall adopt a resolution authorizing the issuance of such Additional Bonds, fixing the amount and the details thereof, and describing in brief and general terms the Improvements to be constructed or acquired. The Additional Bonds of each Series issued under the provisions of this Section shall be dated, shall be stated to mature (subject to the right of prior .edemption as hereinafter set forth) on the lst day of October, in such year or years, shall have such Paying Agents, and any Term Bonds of such Series shall have such Amortization Requirements and may be made redeemable at such times and prices (subject to the provisions of Article III of this Resolution), all as may be provided by the resolution authorizing the issuance of such Additional Bonds. Such Additional Bonds shall be executed in the form and manner hereinabove set forth, with such changes as may be necessary or appropriate to conform to the provisions of the resolution authorizing the issuance of such Additional Bonds, and shall be delivered at the direction of the City Manager, but before such Additional Bonds shall be delivered, there shall be filed with the City Clerk the following: (a) a copy, certified by the City Clerk, of the resolution mentioned above; (b) a copy, certified by the City Clerk, of the resolution adopted by the City Council awarding such Additional Bonds, specifying the interest rate of each of such Additional Bonds and directing the delivery of such Additional Bonds to or upon the order of the purchasers therein named upon payment of the purchase price therein set forth; (c) a certificate, signed by the Finance Director and approved by the Consulting Engineers, setting forth -16- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 16 19 20 21 22 23 24 25 26 27 29 29 30 31 32 33 34 (i) the amount of the Net Revenues for any four consecutive quarters in the preceding six quarters adjusted by adding the following: (1) in case the rates and charges for the services furnished by the Water and Sewer Utility shall have been revised and such revised rates and charges shall have gone into effect prior to the delivery of the Additional Bonds, the additional amount of Net Revenues which would have been realized during such four consecutive quarters if such rates and charges had been in effect during such four consecutive quarters, and (2) in case an existing water system, sewer system or water and sewer system is to be acquired from the proceeds of the Additional Bonds, the additional amount of Net Revenues which would have been realized during such four consecutive quarters if such existing water system, sewer system or water and sewer system to be acquired had been a part of the Water and Sewer Utility during such four consecutive quarters, which computation of the additional amount of Net Revenues shall be based upon the method of computing Net Revenues under this Resolution and approved by the Accountant, and (3) in case the City shall impose and collect pledged Impact Charges, then the Net Revenues derived from the utility during the twelve (12) consecutive months immediately preceding the issuance of said Additional Bonds shall be increased by such pledged Impact Charges collected during such (12) month period. (ii) the respective amounts of the Principal and Interest Requirements for each Fiscal Year thereafter including the Additional Bonds then requested to be delivered; (d) in the case of Additional Bonds for improvements a certificate signed by the Consulting Engineers setting forth: (i) the estimated date on which such Improvements will be placed in operation, and (ii) their estimate of the Net Revenues for each of the three Fiscal Years following the Fiscal Year in which the Improvements will be placed in operation as estimated in item (i) of said certificate; (e) an opinion of the City Attorney stating that the signer is of the opinion that the -17- 1 I.]. 1 2 3 4 5 6 7 e 9 10 I1 12 13 14 15 16 17 1B 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 issuance of such Additional Bonds has been duly authorized and that all conditions precedent to the delivery of such Additional Bonds have been fulfilled: (f) an opinion of bond counsel of suitable reputation and experience stating that the signer is of the opinion that the issuance of such Additional Bonds has been duly authorized and that all legal conditions precedent to the delivery of such Additional Bonds have been fulfilled. When the documents mentioned above in this Section shall have been filed with the City Clerk and when the Additional Bonds described in the resolutions mentioned in clauses (a) and (b) of this Section shall have been executed as required by this Resolution, the City Manager shall deliver such Additional Bonds at one time to or upon the order of the purchasers named in the resolution mentioned in said clause (b), but only upon payment to ttie City of the purchase price of such Additional Bonds. The City Manager shall be entitled to rely upon such resolution as to all matters stated therein, but the City Manager shall not direct the Bond Registrar to deliver such Additional Bonds unless (A) the percentage derived by dividing the amount of actual Net Revenues shown in item (i) of the certificate mentioned in said clause (c) as adjusted by adding the additional Net Revenues, if any, shown in (1) and (2) of said item (i) by the maximum amount of the Principal and Interest Requirements for any Fiscal Year thereafter including the Additional Bonds then requested to be delivered, as shown in item (ii) of such certificate, shall be not less than one hundred and twenty per centum (120%), and in the case o Additional Bonds for improvements (B) the percentage derived by dividing the amount of estimated future Net Revenues shown in item (ii) of the certificate mentione-I in clause (d) of this Section by said maximum Principal and Interest Requirements shall not be less than one hundred and twenty per centum (120%) and in the case that Net Revenues are adjusted by Pledged Impact Fees as shown in (3) of said clause (c) than the percentage in said (A) and (B) derived by dividing the amount of the adjusted Net Revenues by said maximum Principal and Interest Requirements shall not be less than one hundred and twenty per centum (120%) provided that the Net Revenues in each Fiscal Year shall at all times be adequate to pay at least one hundred -and ten per centum (110%) of the Principal and Interest Requirements for the current Fiscal Year. The proceeds (excluding accrued interest and any premium) of such Additional Bonds issued for improvements shall be paid to the City for deposit with one or more Depositaries to the credit of a special account in the Construction Fund appropriately designated and for application to the payment of the cost of such Improvements. All of the provisions of Artivle IV of this Resolution which relate to the Construction Fund shall apply to such Improvements and such special account to the extent that such provisions may be applicable. The amount received as accrued interest and any premium on such Bonds shall be deposited to the credit of the Bond Service Account for application to the first interest due on such Bonds. The City shall also have the option of depositing a portion of the proceeds of such Additional Bonds in the Bond Service Account for the purpose of paying interest on such Additional Bonds for such period and in the Reserve Account for the purpose of satisfying all or part of the Reserve Account Deposit Requirement, all as may be provided for by resolution of the City Council. -18- 1 1 2 3 4 5 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 2$ 29 30 31 32 47 34 The proceeds of such Additional Bonds (excluding accrued interest and any premium) to refund outstanding bonds shall be deposited with the Paying Agents to be held in trust for the sole and exclusive purpose of paying such principal, redemption premium, and interest. The amount received as accrued interest and premium on such Bonds shall be deposited to the credit of the Bond Service Account for application on the first interest due on such Bonds. Section 208. Temporary Bonds. Until the definitive Bonds of any Series are ready for delivery, there may be executed, and upon request of the Council or the Clerk, the Finance Director shall deliver, in lieu of definitive Bonds and subject to the same limitations and conditions, except as to identifying numbers, temporary printed, engraved, lithographed or typewritten Bonds in the denomination of Five Thousand Dollars ($51000) or any integral multiple thereof, substantially of the tenor hereinabove set forth, registered as to both principal and interest, and with appropriate omissions, insertions and variations as my be required. The City shall cause the definitive Bonds to be prepared and to be executed, endorsed and delivered to the Finance Director, and the Finance Director, upon presentation of any temporary Bond, shall cancel the same and authenticate and deliver, in exchange therefor, at the place designated by the registered owner, without expense to the registered owner, a definitive Bond or Bonds of the same Series and in the same aggregate principal amount, maturing on the same date and bearing interest at the same rate as the temporary Bond surrendered. Until so exchanged, the temporary Bonds shall in all respects be entitled to the same benefit of this Resolution as the definitive Bonds to be issued and authenticated hereunder, and interest on such temporary Bonds, when payable, shall be paid on presentation of such temporary Bonds and notation of such payment shall be endorsed thereon. Section 209. _Mutilated_, Destroyed or Lost Bonds. In case any Bond secured Thereby shall become mutilated or be destroyed or lost, the City may cause to be executed, and the Finance Director may deliver, a new Bond of like date, number and tenor in exchange and substitution for and upon the cancellation of such mutilated Bond or in lieu of and in substitution for such Bond destroyed or lost, upon the registered owner's paying the reasonable expenses and charges of the City in connection therewith and, in the case of a Bond destroyed or lost, the registered owner's filing with the Finance Director evidence satisfactory to him that such Bond was destroyed or lost and of his ownership thereof, and furnishing the Finance Director with indemnity satisfactory to him. In case any such mutilated, destroyed or lost Bond has become or is about to become due and payable, the Finance Director may, in his discretion, pay such Bonds. ARTICLE III REDEMPTION OF BONDS Section 301. Redemption Generally. The Bonds of each Series issued under the provisions of this Resolution may be subject to redemption, either in whole or in part and at such times and prices, as may be provided by resolution adopted prior to the issuance of such Bonds; provided, however, that any redemption in part may be made only on an interest payment date and in the inverse order of maturities. Any redemption of less than all of the Bonds issued under the provisions of this Resolution and then Outstanding shall be (i) a redemption of all the Bonds of a Series from the proceeds of Bonds issued under a separate resolution pursuant -19- 11 1 2 3 4 5 6 7 9 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 2s 29 30 31 32 33 34 to the provisions of Section 207 of this Resolution or from any moneys otherwise made available for the purpose, of (ii) a redemption subject to the provisions of Section 505 of this Resolution. If less than all of the Bonds of any one maturity of a Series shall be called for redemption, the particular Bonds to be redeemed shall be selected by lot by the Finance —Director in such other manner as the Finance Director in his discretion may determine. Section 302. Redemption Notice. At least thirty (30) days but not more than sixty �(60) days before the redemption, a notice of such redemption, whether in whole or in part, shall be mailed by the City Clerk, by first-class mail, postage prepaid, to all registered owners of Bonds to be redeemed at their addresses as they appear on the registration books hereinabove provided for, but failure so to mail any such notice shall not affect the validity of the proceedings for such redemption. Each such notice shall set forth the date fixed for redemption, the redemption price to be paid and, if less than all of the Bonds of a Series then Outstanding shall be called for redemption, the numbers of such Bonds. Section 303. Effect of Calling for Redemption. On the date so designated for redemption, notice havinT been mailed in the manner and under the conditions hereinabove provided, the Bonds so called for redemption shall become and be due and payable at the redemption price provided for redemption of such Bonds on such date, and, moneys for payment of the redemption price being held in separate accounts by the City Clerk or uY Uic raying Agents in trust for the holders of the Bonds to be redeemed, all as provided in this Resolution, interest on the Bonds so called for redemption shall cease to accrue, such Bonds shall cease to be entitled to any lien, benefit or security under this Resolution, and the holders or registered owners of such Bonds shall gave no rights in respect thereof except to receive payment of the redemption price thereof. Section 304. Cancellation. Bonds so called for redemption shall be cancelled upon the surrender thereof. Section 305. Bonds Not Deemed Outstandin . Bonds which have been duly called for redemption under the provisions of this Article, or with respect to which either irrevocable instructions to call for redemption or to pay at their respective maturities and mandatory redemption dates or any combination of such redemption and payment have been given by the City to the Paying Agents or to an appropriate fiduciary institution acting as escrow agent, in form satisfactory to such Payng Agents or escrow agent and for the payment of the redemption price and maturing principal amounts of which and the interest to accrue thereon to the date fixed for redemption or the dates of their respective maturities and mandatory redemption dates sufficient moneys, or Government Obligations in such amounts, bearing interest at such rates and maturing (without option of prior payment) at such dates that the proceeds thereof and the interest thereon will provide sufficient moneys, shall be held in separate accounts by such escrow agent or by the Paying Agents in trust solely for the owners of the Bonds to be redeemed and paid, all as provided in this Resolution, shall not be deemed to be Outstanding under the provisions of this Resolution and shall cease to be entitled to any benefit or security under this Resolution other than to receive payment from such monies. -20- ARTICLE IV 1 CONSTRUCTION FUND 2 A special fund is hereby created and designated the 3 "Tamarac Water and Sewer Utility Construction Fund" (herein sometimes called the "Construction Fund"), to the credit of 4 which such deposits shall be made as are required by the 5 provisions of Sections of this Resolution. The moneys in the Construction Fund shall be held by 6 the Finance Director and applied to the payment of the Cost of the Project in such manner as shall be consistent with the 7 City's policies respecting the disbursement of moneys in connection with Capital Projects. Any moneys remaining in the $ Construction Fund after construction is complete shall be transferred to the Reserve Account if there is a deficiency in 9 the Reserve Account and to the Renewal and Replacement Fund of 10 the remaining balance. ARTICLE V 11 12 Revenues and Funds Section 501. Water and Sewer Rates. The City 13 covenants that schedules of rates for water and sewer service by the Water and Sewer Utility will be adopted by the City 14 Council prior to or simultaneously with the issuance of the Series 1984 Bonds and that such schedules will not be revised 15 except as hereinafter provided in this Article and except that 16 there shall be no restriction on increasing rates at any time. Section 502. Rate Covenant. The City further 17 covenant that it will fix, charge and collect rates and charges for the use of the services and facilities furnished by the 1$ Water and Sewer Utility and that from time to time, and as often as it shall be necessary, it wi'1 adjust such rates and 19 charges by increasing or decreasing the same or any selected categories of rates and charges so that (1) the Revenues will 20 at all times be sufficient in each Fiscal Year to provide an amount at least equal to the sum of (a) one hundred per centum 21 (100%) of the Current Expenses of the Water and Sewer Utility for all outstanding bonds in the current Fiscal Year and (b) 22 one hundred per centum (100%) of the Reserve Account Deposit Requirement for the current Fiscal Year, and (2) the Net 23 Revenues including Pledged Impact Fees, if any, will at all times be sufficient in each Fiscal Year to provide an amount at 24 least equal to the sum of (a) one hundred and twenty per centum (120%) of the Principal and Interest Requirements for the 25 current Fiscal Year providing that the Net Revenues received in each Fiscal Year shall at all times be adequate to pay at least 26 one hundred and ten per centum (110%) of the Principal and 27 Interest Requirements for the current Fiscal Year. The City further covenants that if at any time the 2t Revenues shall not be sufficient to provide such amounts, it will revise the rates and charges for the services and 29 facilities furnished by the Water and Sewer Utility and, if necessary, it will revise its regulations in relation to the 30 collection of bills for such services and facilities, so that the rates and charges collected in the current and each 31 subsequent Fiscal Year will result in Revenues sufficient to provide such amounts. 32 In the event that the City shall fail to adjust the 33 schedule of rates and charges in accordance with the provisions of this Section, the Paying Agent may and upon the written 34 request of the holders of not less than twenty-five per centum (25%) in principal amount of all Bonds then outstanding shall institute and prosecute in a court of competent jurisdiction an appropriate suit, action or proceeding to compel the City to -21- 1 1 2 3 4 5 6 7 e 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 ,34 adjust such schedule in accordance with the requirements of this Section, and the City covenants that it will adopt and charge rates and charges in compliance with any judgment, order or decree entered in any such suit, action or proceeding. Section 503. Annual Budget. The City covenants that on or before the first day of each Fiscal Year it will adopt a budget of Current Expenses and Capital Expenditures for such Fiscal Year (herein sometime called the "Annual Budget"). Copies of the Annual Budget shall be filed with the City Clerk. If for any reason the City shall not have adopted the Annual Budget before the first day of any Fiscal Year, the Projected Budget for the next Fiscal Year shall until the adoption of the Annual Budget, be deemed to be in force and shall be treated as the Annual Budget under the provisions of ,this Article. The City may at any time adopt an amended or supplemental Annual Budget for the remainder of the then current Fiscal Year, and the Annual Budget so amended or supplemented shall be treated as the Annual Budget under the provisions of this Article. Copies of any such amendment or supplemental Annual Budget shall be filed with the City Clerk. The City further covenants that the amount expended for Current Expenses in any Fiscal Year will not exceed the reasonable and necessary amount thereof, and that it will not expend any amount for maintenance, repair and operation of the Water and Sewer Utility in excess of the total amount provided for Current Expenses in the Annual Budget. Section 504. Revenue Fund. A special fund is hereby created and designated the "Tamarac Water and Sewer Utility Revenue Fund" (herein called the "Revenue" Fund"). The City covenants that all Revenues will be collected by the City and deposilld as received with a Depositary or Depositaries to the credit of the Revenue Fund. All moneys in the Revenue Fund shall be held by the City in trust and applied as provided in this Article. Section 505. Sinking and Other Funds. A special fund is hereby created and designated "Tamarac Water and Sewer Utility Revenue Bonds and Refunding Interest and Sinking Fund" (herein sometimes called the "Sinking Fund"). There are hereby created in the Sinking Fund three separate accounts designated "Bond Service Account", "Redemption Account", and "Reserve Account" respectively. Four additional special funds are hereby created and designated "Tamarac Water and Sewer Utility Renewal and Replacement Fund" (herein sometimes called the "Renewal and Replacement Fund"), "Tamarac In Lieu of Tax Fund" (herein sometimes called the "In Lieu of Tax Fund"), "Tamarac General Reserve Fund" (herein called the "General Reserve Fund") and "Tamarac Pledged Impact Charges" (herein called the "Pledged Impact Charge Fund") . The moneys in each of said Funds and Accounts shall be held in trust and applied only as hereinafter provided with regard to each such Fund and Account, and, pending such application, shall be subject to a lien and charge in favor of the holders of the Bonds issued and outstanding under this Resolution and for the further security of such holders until paid out or transferred as herein provided. The Finance Director shall, on or before the last day of the month next succeeding the month in which Bonds are issued under the provisions of Section 206 of this Resolution on or before the last day, withdraw an amount equal to the balance remaining in the Revenue Fund on the last day of the preceding month, less an amount equal to the amount necessary -22- 1 2 3 4 5 6 '7 a 9 10 11 12 13 14 15 16 17 20 21 22 23 24 25 26 27 25 29 30 131 32 33 34 for Current Expenses during the next ensuing two (2) months as determined by the Finance Director, and deposit the sum so withdrawn to the credit of the following Accounts or Funds in the following order: (a) to the credit of the Bond Service Account, an amount equal to one -sixth (1/6th) of the amount of interest payable on the Bonds of each Series on the interest payment date next succeeding (less any amount received as capitalized or accrued interest from the proceeds of any Bonds which is available for an amount equal to one -twelfth (1/12th) of the next maturing installment of principal on all Serial Bonds then outstanding; provided however, that in each month intervening between the date of delivery of Bonds pursuant to Sections 206 or 207 of this Resolution (beginning with the month following the month in which such delivery takes place) and the next succeeding interest payment date and the next succeeding principal payment date, respectively, the amount specified in this subparagraph shall be that amount which when multiplied by the number of deposits to the credit of the Bond Service Account required to be made during such respective periods as provided above will equal the amounts required (in addition to any amounts received as accrued interest or capitalized interest from the proceeds of such Bonds) for such next succeeding interest payment and next maturing installment of principal, respectively; (b) to the credit of the Redemption Account an amount equal to one -twelfth (1/12th) of the principal amount of Term Bonds of each Series then outstanding required to be retired, in satisfaction of the Amortization Requirements, if any, for such Bond Year, plus the premiums, if any, on the principal amount of Term Bonds which would be pay^ble in such Bond Year if such principal amount of Term Bonds were to be redeemed prior to their respective maturities from moneys held for the credit of the Sinking Fund; (c) to the credit of the Reserve Account, such amount, if any, of any balance remaining after making the deposit under clauses (a) and (b) above (or the entire balance if less than the required amount) as may be required to make the amount deposited in such month to the credit of the Reserve Account equal to the Reserve Account Deposit Requirement for such month: (d) to the credit of the Renewal and Replacement Fund, such amount, if any, of any balance remaining after making the deposits under clauses (a), (b) and (c) above (or the entire balance if less than the required amount) as may be required to make the amount deposited in such Fiscal Year to the credit of the Renewal and Replacement Fund equal to the amount, if any, recommended by the Consulting Engineers pursuant to the provisions of Section 704 of this Resolution, to be deposited to the credit of said Fund during such Fiscal Year; (e) to the credit of the In Lieu of Tax Fund beginning in the month following the month in which the Series 1984 Bonds are issued and ending in the month of September, 1985 an amount equal in each month to that amount obtained by dividing $125,000 by the number of months in which such deposits are to be made and beginning in October 1985 an amount equal in each -23- 1 2 3 4 5 6 7 9 9 10 11 12 13 14 15 16 17 20 21 22 23 24 25 26 27 2= 29 30 31 32 33 34 month to one -twelfth (1/12th) of four per centum (4%) of the revenues of the Water and Sewer Utility derived solely from water and sewel billings during the preceding Fiscal Year; and (f) to the credit of the General Reserve Fund, the balance, if any, remaining after making the deposits under clauses (a), (b), (c), (d) and (e) above. If the amount deposited in any month to the credit of any of the Accounts or Funds mentioned in (a) to (d), inclusive, above shall be less than the amount required to be deposited under the foregong provisions of this Section, the requiement therefor shall nevertheless be cumulative and the amount of any deficiency in any month shall be added to the .amount otherwise required to be deposited in each month thereafter until such time as all such deficiencies have been made up. Section 506. Payment of Current Ex eases. The Current Expenses shall be paid, from the Revenue Fund as the same become due and payable. Payments from the Revenue Fund shall be made in accordance with procedures established by the City from time to time, the Annual Budget and the covenants in Section 503 of this Article. Section 507. A2Plication of Moneys in Bond Service Account. The Finance Director shall, during the period of five (5) business days immediately preceding each interest payment date, withdraw from the Bond Service Account, and (a) remit by mail or cause the Bond Registrar to remit by mail to each owner of Bonds registered as to both principal and interest the amounts required for paying the interest on such Bonds as such interest becomes due and payable the interest on the Bonds as such interest becomes due and payable and the principal of all Serial Bonds as such principal becomes .due and payable. Section 508. Application of _ Moneys in Redemption Account. Moneys held for the credit of the Redemption Account shall be applied to the retirement of the Term Bonds issued under the provisions of this Resolution as follows: (a) Subject to the provisions of paragraph (c) of this Section, the Finance Director may purchase any Term Bond secured hereby and then outstanding, whether or not such Term Bonds shall then be subject to redemption, on the most advantageous terms obtainable with reasonable diligence, such price not to exceed the principal of such Term Bonds plus the amount of the redemption premium, if any, which might on the next redemption date be paid to the holder of such Term Bonds under the provisions of Article III of this Resolution if such Term Bonds should be called for redemption on such date from moneys in the Sinking Fund. The Finance Director shall pay the interest accrued on such Term Bonds, to date of settlement therefor from the Bond Service Account and the purchase price from the Redemption Account, but no such purchase shall be made by the Finance Director within the period of forty-five (45) days next preceding any interst payment date on which such Term Bonds are subject to call for redemption under the provisions of this Resolution, except from moneys other than moneys set aside or deposited for the redemption of Term Bonds. -24- 1 2 3 4 5 6 7 6 9 10 11 12 13 14 15 16 20 21 22 23 41 24 25 26 27 2! 29 30 31 32 33 34 (b) Subject to the provisions of Article III of this Resolution and paragaph (c) of this Section, the Finance Director may call for redemption on each interest payment date on which Term Bonds are subject to redemption such amount of such Term Bonds as, with the redemption premium, if any, will exhaust the moneys which will be held for the credit of the Redemption Account on said interest payment date as nearly as may be; provided, however, that not less than Fifty Thousand Dollars ($50,000) principal amount of Term Bonds shall be called for redemption at any one time unless a lesser amount shall be required to satisfy the Amortization Requirement for any Fiscal Year. Such redemption shall be made pursuant to the provisions of Article III of this Resolution. The Finance Director shall during the period of five (5) business days prior to the Redemption Date withdraw from the Bond Service Account and the Redemption Account and set aside in separate accounts or deposit with the Paying Agents the respective amounts required for paying the interest on, the principal and redemption premium of,- the Term Bonds so called for redemption. (c) Moneys held by the Finance Director in the Redemption Account shall be applied by the Finance Director each Fiscal Year to the retirement of Bonds of such Series then outstanding in the following order: First: the Term Bonds of each such Series to the extent of the Amortization Requirement, if any, for such Fiscal Year for such Term Bonds, plus the applicable premium, if any, and any deficiency in any preceding Fiscal Years in the purchase or redemption of such Term Bonds under the provisions of this subdivision and, if the amount available in such Fiscal Year shall not be sufficient theretfor, then in proportion to the Amortization Requirement, if any, for such Fiscal Year for the Term Bonds of each such Series then outstanding, plus the applicable premium, if any, and any such deficiency. Second: Term Bonds in such manner as the determine results in benefit to the City. of each Series, if any, Finance Director shall the greatest economic Third: after the retirement of all Term Bonds, if any, Serial Bonds issued under the provisions of this Resolution in the inverse order of their maturities and, to the extent that Serial Bonds of different Series mature on the same date, in proportion (as nearly as practicable) to the principal amount of Serial Bonds of each Series maturing on such date. Upon the retirement of any Bonds by purchase or redemption the Finance Director shall file with the City Council a statement briefly describing such Bonds and setting forth the date of their purchase or redemption of any Bonds shall be paid by the City from the Revenue Fund. Section 509. A2plication of Mone s in Reserve Account. Moneys held for the credit of the Reserve Account shall first be used for the purpose of paying the interest on and the principal of the Bonds whenever and to the extent that the moneys held for the credit of the Bond Service Account, the -25- 1 11 1 2 3 4 5 6 7 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 29 29 30 31 32 33 34 In Lieu of Tax Fund and the General Reserve Fund shall be insufficient for such purpose and thereafter for the purpose of making deposits to the credit of the Redemption Account pursuant to the requirements of clause (b) of Section 505 of this Resolutin whenever and to extent that withdrawals from the Revenue Fund and the amount on deposit in the In Lieu of Tax Fund and the General Reserve Fund are insufficient for such purposes. If at time the moneys held for the credit of the Reserve Account shall exceed the Reserve Account Requirement, such excess shall be withdrawn by the Finance Director and deposited to the credit of the Revenue Fund. Section 510. A2plication of Moneys in Renewal and Replacement _Fund. Except as hereinafter provided in this Section, or except in case of an emergency caused by some extraordinary occurrence, so characterized in a certificate signed by the Consulting Engineers and filed with the City Manager, and an insufficiency of moneys held for the credit of the Revenue Fund to meet such emergency, moneys held for the credit of the Renewal and Replacement Fund shall be disbursed only for the purpose of paying the cost of additions, extensions and improvements to*•the Water and Sewer Utility, the cost of unusual or extraordinary maintenance or repairs the cost of renewals and replacements and the cost of acquiring, installing or replacing equipment and engineering, legal and administrative expenses relating to the foregoing and the cost of providing a local share of moneys required to entitle the City to receive Federal or State grants or participate in Federal or State assistance programs related to the Water and Sewer Utility. Payments from the Renewal and Replacement Fund, except the withdrawal which the City is authorized to make as hereinafter provided in this Section, shall be made in accordance with the provisions of Section 402 of this Resolution for payments from the Construction Fund to the extent that such provisions may be app]icable. If at any time the moneys held for the credit of the Bond Service Account, the In Lieu of Tax Fund, the General Reserve Fund and the Reserve Account shall be insufficient for the purpose of paying the interest on and the principal of the Bonds as such interest and principal become due and payable, then the City shall withdraw from any moneys held for the credit of the Bond Service Account an amount sufficient to make up any such deficiency. If at any time the Net Revenues and the moneys held for the credit of the In Lieu of Tax Fund, the General Reserve Fund and the Reserve Account shall be insufficient for making the deposits to the credit of the Redemption Account required by clause (b) of Section 505 of this Article, then the City Manager shall withdraw from any moneys held for the credit of the Renewal and Replacement Fund and deposit to the credit of the Mandatory Redemption Account an amount sufficient to make up any such deficiencies; Provided, however, that no such transfer shall be made unless the moneys then held for the credit of the Bond Service Account are at least equal to the maximum requirement therefor under clause (a) of said Section 505. Any moneys so withdrawn from the Renewal and Replacement Fund and deposited to the credit of the Bond Service Account or the Mandatory Redemption Account shall be restored from available moneys in the Revenue Fund, subject to the same conditions as are prescribed for deposits to the credit of the Renewal and Replacement Fund under the provisions of Section 505 of this Article. Section 511. A22lication of Moneys in the In Lieu of Tax Fund. Moneys held for the credit of the In Lieu of Tax Fund, together with the investment earnings on such moneys, -26- 1 2 3 4 5 6 7 9 10 11 12 23 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 131 32 33 34 shall be retained in said Fund in each Fiscal Year until September 30 of such Fiscal Year and provided that as of such date all required deposits shall have been made in such Fiscal Year under clauses (a), (b), (c), (d) and (e) of Section 505 of this Article, such moneys, together with the investment earnings on such moneys, shall be transferrred to the City's general fund for application to any lawful City purpose, provided, however, that the moneys on deposit in the In Lieu of Tax Fund shall first be used to make up any deficiencies in the Bond Service Account, the Redemption Account, the Reserve Account, and the Renewal and Replacement Fund. Section 512. Application of Moneys in the General Reserve Fund. Moneys held for the credit of the General Reserve Fund may at the election of the City be applied: (a) to pay the Cost of Improvements, (b) to purchase or redeem Bonds, (c) to pay the principal of and the interest on any obligations issued or indebtedness incurred by the City to pay the Cost of Improvements, which obligations will be junior or subordinate with respect to lien on and pledge of Revenues to the Bonds issued under the provisions of Article II of this Resolution, (d) to make up deficiencies in any of the Accounts and Funds created by this Resolution including any deficiencies in the Revenue Fund required for the payment of Current Expenses, and (e) to pay the Cost of any item qualifying as an authorized expenditure from the Renewal and Replacement Fund. (f) to meet contractual payments to any person for providing treatment and disposal of s^wage from the Water and Sewer Utility. (g) to be used for any lawful purpose. Provided, however, that in the event of any deficiencies in any Accounts or Funds created by this Resolution the moneys in the General Reserve Fund shall be applied as provided in paragraph (d) above to make up all such deficiencies prior to applying any moneys in the Reserve Account, the Renewal and Replacement Fund or the In Lieu of Tax Fund for such purpose. Section 513. Pledged Im act Fee Fund. There shall be deposited in the Pledged Impact Charge Fund all Pledged Impact Charges as received by the City and such Pledged Impact Charges shall be used by the City to the extent permitted by law in the following manner and order of priority: (a) For the payment into the Interest Acccount, the Principal Account and the Bond Redemption Account when the moneys are in the Revenue Fund and the Debt Service Reserve Account are insufficient therefor. (b) To restore any withdrawals or to make up any deficiencies that may exist from time to time in the Debt Service Reserve Account whenever the moneys in the Revenue Fund are insufficient for such purpose. (c) To pay the cost of capital improvements to the Combined Public Utility. -27- I (d) The balance of any Pledged Impact Charges remaining in the Pledged Impact Charge Fund shall be deposited = 1 in the Interest Account and used to pay interest becoming due on the Bonds; provided, however, that none of such Pledged 3 Impact Charges shall ever be used for the purposes provided in this subparagraph (d) unless all payments required under 4 subparagraphs (a) through (c), including any deficiencies for prior payments are made in full to date of such use. 5 Section Application i�e'� in ,•, Sinking g Fund Subjectto the terms and conditions set forth in this Resolution, moneys held for the credit of the Sinking Fund 7 shall be held in trust and disbursed by the Finance Director for (a) the payment of interest on the Bonds issued hereunder as such interest becomes due and payable, or (b ) the payment of y [the principal of such Bonds at their maturities, or (c) the payment of the purchase or redemption price of such Bonds before their maturity and such moneys are hereby pledged to and 10 charged with the payments mentioned in this Section. 11 Section 515. Moneys Held in Trust. All moneys which the Finance Director shall have withdrawn from the Sinking Fund 12 or shall have received from any other source and deposited with the Paying Agents, for the purpose of paying any of the Bonds 13 hereby secured, either at the maturity thereof or upon call for redemption, or for the purpose or paying any maturing coupons 14 appertaining to any of the Eonds hereby secured, shall be held in trust for the respective owners of such Bonds. But any 15 moneys which shall be so set aside or deposited by the City Manager and which shall remain unclaimed by the owners of such 16 Bonds for the period of six (6) years after the date on which such Bonds shall have become due and payable shall upon request 17 in writing be paid to the City or to such officer, board or body, as the case may be, for the payment and then only to the is extent of the amounts so received without any interest thereon, and the Paying Agents shall have no responsibility with respect 19 to such moneys. 20 Section 516. Cancellation of Bonds. All Bonds paid, redeemed or purchased either at or before maturity, shall be 21 cancelled upon the payment, redemption or purchase of such Bonds and shall be delivered to the when such payment, 22 redemption or purchase is made. All Bonds cancelled under any of the provisions of this Resolution shall be destroyed by the 23 Finance Director, who shall execute a certificate in duplicate describing the Bonds so destroyed and one executed certificate 24 shall be filed with the City Clerk and the other executed certificate shall be retained by the Finance Director. 25 ARTICLE VI 26 SECURITY FOR DEPOSITS 27 AND INVESTMENT OF MONEYS 28 Section 601. Security for Deposits. All moneys received by the City and deposited with the Finance Director 29 under the provisions of this Resolution shall be deposited with one or more banks or trust companies designated by the Finance 30 Director. All moneys so deposited under the provisions of this Resolution shall be held in trust and applied only in 31 accordance with the provisions of this Resolution, and shall not be subject to lien or attachment by any creditor of the 32 City. 33 1 All moneys deposited hereunder in excess of the amount guaranteed by the Federal Deposit Insurance Corporation or 34 other federal agency shall be continuously secured, for the benefit of the City and the holders of the Bonds, either (a) by -28- 1 2 3 4 5 6 7 d 9 10 11 12 13 14 15 3LE 17 1$ 19 20 22 22 23 24 25 26 27 28 29 30 31 32 33 34 lodging with a bank or trust company approved by the Finance Director, as custodian, as collateral security, Permitted Investments having a market value (exclusive of accrued interest) not less than the amount of such deposit, or (b) if the furnishing of security as provided in clause (a) above is not permitted by applicable law, then in such other manner as may then be required or permitted by applicable state or federal laws and regulations regarding the security for, or granting a preference in the case of, the deposit of trust funds; provided, however, that it shall not be necessary for the Finance Director or the Paying Agents to give security for the deposit of any moneys with it for the payment of the principal of or the redemption premium or the interest on any Bonds issued hereunder, or for the Finance Director to give security for any moneys which shall be represented by obligations purchased under the provisions of this Article as ,in investment of such moneys. All moneys deposited with such bank or trust company shall be credited to the particular fund or account to which such moneys belong. Section 602. Investment of Mane s. Moneys held for the credit of the Construction Fund, the Bond Service Account and the Redemption Account shall, as nearly as may be practicable, be invested and reinvested by the Finance Director in Investment Obligations which shall mature, or which shall be subject to redemption by the holder thereof at the option of such holder, not later than the date when the moneys held for the credit of said Account or Fund will be required for the purposes intended. Moneys held for the credit of the Reserve Account shall, as nearly as may be practicable, be continuously invested and reinvested by the Finance Director in Permitted Investments which shall mature, or which shall be subject to redemption without penalty by the holder thereof at the option of such holder, not later than ten (10) years after the date of such investment or other such period not later than 10 years as may be provided for pursuant to an appropriate agreement between the Issuer and such holder. Obligations so purchased as an investment of moneys in any such Fund or Account and any time deposits made with (respect to such moneys shall be deemed at all times to be a part of such Fund or Account. The interest accruing on and any profit realized from the investment of moneys held in the Construction Fund shall be credited to such Fund. The interest accruing on obligations so purchased or on such time deposits as an investment of moneys in the Bond Service Account, the Reserve Account and the Redemption Account, and any profit realized from such investment, shall be credited to the Bond Service Account or the Redemption Account, at the option of the City, and any loss resulting from such investment shall be charged to the Bond Service Account; provided, however, that at any time that the amount credited to the Reserve Account or on deposit therein is less than the Reserve Account Requirement, the earnings on the investment of moneys credited to the Reserve Account or on deposit therein, shall be retained in the Reserve Account, and provided, further, that at any time that the amount on deposit in or credited to the Construction Fund shall be less than the amount of the Cost of the Project determined by the City to be paid therefrom, the earnings on the investment of the moneys in such Fund shall be retained in said Fund until the amount on deposit in or credited to such Construction Fund shall be equal to the amount of the Cost of the Project determined by the City to be paid therefrom. The Finance Director shall sell at the best price obtainable or -29- 1 2 3 4 5 6 7 a 9 10 - 11 f1 12 13 14 15 16 17 1$ 19 20 21 22 23 24 rV 26 27 28 29 30 31 32 33 34 present for redemption so to do in order to provide moneys to meet any payment or transfer from such Fund or Accounts. The Finance Director shall not be liable or responsible for any loss resulting from any such investment. In computing the amount in any Fund or Account created pursuant to the provisions of this Resolution, excepting the Reserve Account, obligations purchased as an investment of moneys therein shall be valued at the cost or market price thereof, whichever is lower, exclusive of accrued interest. In computing the amount of the credit of the Reserve Account, obligations purchased as an investment of moneys therein shall be valued at par if purchased at par or at amortized value if purchased at other than par. Amortized value, when used with respect to an obligation purchased at a premium above or a discount below par, means the value as of any given time ,obtained by dividing the total premium or discount at which such obligation was purchased by the number of days remaining to maturity on such obligation at the date of such purchase and by multiplying the amount thus calculated by the number of days having passed since such purchase; and (1) in the case of an obligation purchased at a premium, by deducting the product thus obtained from the purchase price, and (2) in the case of an obligation purchased at a discount, by adding the product thus obtained to the purchase price. Valuation on any particular date shall include the amount of interest then earned or accrued to such date on any moneys or investments in the Reserve Account. Section 603. Funds and Accounts. For the purposes of this Resolution, each Fund created hereunder shall be a series of self -balancing accounts within the book or accounts of the City and shall conote a segregation of accounts, which will support special purpose disclosure reports, not to be construed as a separate set of books of accounts. Section 604. Covenant as to Arbitrage. The City hereby covenants that the City will make no use of the proceeds received from the sale of the Bonds hereby authorized or moneys derived from the Designated Revenues, which, if such use had been reasonably expected on the date of issue of such Bonds would have caused said Bonds to be "arbitrage bonds" within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended, and that the City will comply with the requirements of such Section 103(c) and the applicable regulations promulgated thereunder so long as the Bonds, or any of them, are Outstanding. ARTICLE VII Particular Covenants. Section 701. Payment of Principal, Interest and Premium. The City covenants that it will promptly pay the Principal of and the interest on each and every Bond issued under the provisions of this Resolution at the places, on the dates and in the manner specified herein and in said Bonds and in the coupons, if any, appertaining thereto, and any premium required for the retirement of said Bonds by purchase or redemption, according to the true intent and meaning thereof. Such principal, interest and premium will be payable solely from the Revenues and said Revenues are hereby pledged to the payment thereof in the manner and to the extent hereinabove particularly specified. Bonds issued under the provisions of this Resolution shall not be deemed to constitute a debt of the City or a pledge of the faith and credit of the City bur such Bonds shall be payable solely from the fund provided therefor from -30- 1 2 3 4 5 6 7 a 9 20 11 12 13 14 15 16 17 1B 19 20 21 22 23 24 25 26 27 28 29 1311 31 32 33 34 Revenues. The issuance of the Bonds shall not directly or indirectly or contingently obligate the City to levy or to pledge any form of taxation whatever therefor, nor shall any such Bonds constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City. Section 702. Construction of Improvements; Operation of Water and Sewer Utility. The City covenants that it will construct the Project and any Improvements for the construction of this Resolution, or for which moneys repayable from the proceeds of Bonds issued under the provisions of this Resolution shall have been advanced to the City, in accordance with the plans theretofore approved by the Consulting Engineers and that upon the completion of the Project and such Improvements it will operate and maintain the same as a part of the Water and Sewer Utility. The City further covenants that ,it will require each person, firm or corporation with whom it may contract for construction to furnish a performance bond in the full amount of any contract exceeding Twenty -Five Thousand Dollars ($25,000) in amount, or in lieu thereof, to deposit with the City Clerk to insure performance of such contract marketable securities having a'rnarket value equal to the amount of such contract and eligible as security for the deposit of trust funds as provided in Section 601 of this Resolution. The City further covenants and agrees that the proceeds of any such performance bond or securities will forthwith, upon receipt of such proceeds, be applied toward the completion of the contract in connection with which such performance bond or securities shall have been furnished. The City further covenants and agrees that each such contract for construction will also provide that payments thereunder shall not be made by the City in excess of ninety-five per centum (95%) of current estimates except payment of the final balance due under any such contract. The City further covenants that it will establish and enforce reasonable rules and regulations governing the use of the Water and Sewer Utility and the operations thereof, that all compensator, salaries, fees and wages paid by in in connection with the maintenance, repair and operation of the Water and Sewer Utility will be reasonable, that no more persons will be employed by it than are necessary, that it will operate the Water and Sewer Utility in an efficient and economical manner, that it will at all times maintain the Water and Sewer Utility in good repair and in sound operating conditions and will make all necessary repairs, renewals and replacements, and that it will comply with all valid acts, rules, regulations, orders and directions of any legislative, executive, administrative or judicial body applicable to the Water and Sewer Utility. Section 703. Covenant Against Encumbrances. The City further covenants that, from the Revenues, it will pay all governmental charges lawfully levied or assessed upon the Water and Sewer Utility or any part thereof of upon the Revenues when the same shall become due, that it will duly observe and comply with all valid requirements of any municipal or governmental authority relative to the Water and Sewer Utility, that it will not create or suffer to be created any lien or charge upon the Water and Sewer Utility or any part thereof, or on the Revenues, other than as provided herein, ranking equally with or prior to the Bonds, and that, out of the Revenues, it will pay or cause to be discharged, or will make adequate provision to satisfy and discharge all lawful claims and demands for labor, materials, supplies or other objects which, if unpaid, might by law become a lien upon the Water and Sewer Utility or any part thereof or the Revenues; provided, however, that Mac nothing contained in this Section shall require the City to pay 1 or cause to be discharged, or make provision for, any such lien r charge so long as the validity thereof shall be contested in 2 good faith and by appropriate legal proceedings. 3 Section 704. Em to ment of Consultin En ineers. The City covenants and agrees that so long as any Bonds are 4 outstanding under this Resolution, it will employ an independent engineer or engineering firm or corporation having S a favorable repute for skill and experience in the construction and operation of waterworks and sewer systems. Except for any 6 fees and expenses incurred under the provisions of Section 403 of this Resolution, the cost of employing Consulting Engineers 7 shall be treated as a part of the cost of operation and • maintenance of the Water and Sewer Utility. It shall be the duty of the Consulting Engineers to 9 prepare and file with the City on or before the 15th day of September in each year a report setting forth their 10 recommendations as to any necessary or advisable revisions of rates and charges, their statement as to the quality of the 11 maintenance of the Water and •Sewer Utility and such other advice and recommendtions as they may deem desirable and it 12 shall be the duty of the Consulting Engineers to include in such report their recommendations as to the amount that should 13 be deposited monthly during the next Fiscal Year to the credit lof the Renewal and Replacement Fund for the purposes set forth 14 in Section 511 of this Resolution together with their recommendations as to the respective amounts to be applied to 15 capital expenditure items and to extraordinary maintenance items. 16 Section 705. Em to ment of Accountant. The City 17 covenants and agrees that it will for the purpose of performing and carrying out the duties imposed on the Accountant by this 1$ Resolution employ a certified public accountant or firm of certified public accountants of s•:itable experience and 19 responsibility. 20 Section 706. Insurance. The City covenants that it will at all times carry insurance, in a responsible insurance 21 company or companies authorized and qualified under the laws of the State of Florida to assume the risk thereof, covering such 22 properties belonging to the Water and Sewer Utility as are customarily insured, and against loss or damage from such 23 causes as are customarily insured against, by companies engaged in similar business. 24 All such policies shall be for the benefit of the 25 City, shall be made payable to the City and shall be deposited with the City Clerk, and the Finance Director shall have the 26 sole right to receive the proceeds of such policies and to collect and receipt for claims thereunder. The proceeds of any 27 and all such insurance shall be deposited by the Finance 26 Director in the name of the City in a Depository. The City covenants that, upon any loss or damage to 29 any properties of the Water and Sewer Utility resulting from any cause, whether or not such loss or damage shall be covered 30 by insurance, it will proceed with the repairing, replacing or reconstructing (either in accordance with the original or a 31 different design) of the damaged or destroyed property, and that it will forthwith commence and diligently prosecute the 32 repair, replacement or reconstruction of the damaged or destroyed property unless it shall determine after consultation 33 with the Consulting Engineers that the repair, replacement or reconstruction of such property is not essential to the 34 efficient operation of the Water and Sewer Utility. -32- The proceeds of all insurance referred to in this 1 Section shall be available for and shall to the extent necessary, be applied to the repair, replacement or 2 reconstruction of the damaged or destroyed property, and shall be paid out in the manner hereinabove provided for payments 3 from the Construction Fund. If such proceeds are more than sufficient for such purpose, the balance remainng shall be 4 deposited to the credit of the Renewal and Replacement Fund. If such proceeds shall be insufficient for such purpose, the S deficiency may be supplied out of any moneys in the Renewal and Replacement Fund. d All insurance policies shall be open to the inspection 7 of the Bondholders and their representatives at all reasonable times. The City Attorney is hereby authorized in the name of a the City to demand, collect, sue and receipt for the insurance money which may become due and payable under any policies 9 'payable to it. Any appraisement or adjustment of any loss of damage and any settlement or payment of indemnity therefor 10 which may be agreed upon between the City and any insurer shall be evidenced to the City Manager by a certificate signed by the 11 officer or officers of the City responsible for managing the Water and Sewer Utility. 13 Notwithstanding the foregoing provisions of this 13 Section, the City may institute and maintain fiscally sound and prudent self-insurance programs with regard to such risks as 14 shall be consistent with the recommendations of a qualified and regionally recognized insurance consultant. 15 Section 707. Use of Revenues. The City covenants lg and agrees that, so long as any of the Bonds secured hereby shall be outstanding, none of the Revenues will be used for any 17 purpose other than as provided in this Resolution, and that no contract or contracts will be entered into or any action taken 19 by which the rights of holder of the Bonds might be impaired or diminished. 19 Section 708. Separate Systems. The City covenants 2p and agrees that, so long as any of the Bonds secured hereby shall be outstanding, it will not incur any obligation or 21 indebtedness nor issue any bonds for the purpose of paying the cost of acquisition of any water or sewer system or water and 22 sewer system which system shall remain separate from the Water and Sewer Utility unless such obligation, indebtedness or bonds 23 shall not be superior to the Bonds issued pursuant to this Resolution as to payment from the revenues of such separate • 24 system. 35 Section 709. Records, Accounts and Audits. The City covenants that it will keep the funds, accounts, moneys and 26 investment of the Water and Sewer Utility separate from all other funds, accounts, moneys and investments of the City or 27 any of its departments, and that it will keep accurate records and accounts of all items of costs and of all expenditures 21 relating to the Water and Sewer Utility and of the Revenues collected and the application of such Revenues, and of the 29 number of users of water in each classification. Such records and accounts shall be open to the inspection of all interested 30 persons. 31 The City further covenants that within four months after the close of each Fiscal Year it will cause an audit to 32 be completed of its books and accounts pertaining to the Water and Sewer Utility in conjunction with its annual audit of all 33 other funds by the Accountant. Reports of each such audit shall be filed with the City Council, and the City Manager, and 34 copies of such report shall be available to any Bondholder who shall request such audit. -33- The City further covenants that it will cause any 1 additional reports or audits relating to the Water and Sewer Utility to be made as required by law or by any applicable 2 rules or regulations of any governmental authority having jurisdiction in the premises. The cost of such audits shall be 3 treated as a part of the cost of operation. 4 For the purposes of this Resolution eacti Fund created hereunder shall be a series of accounts within the book of 5 accounts of the Water and Sewer Utility and shall connote a segregation of accounts, which will support special purpose 6 disclosure reports, not to be construed as a separate set of books of accounts. 7 Section 710. Mandatory Connections. The City will, e to the full extent permitted by law, require all lands, buildings and structures within the City's service area, 9 fronting or abutting on the lines of the Water and Sewer Utility, or any part thereof, or which can cause the facilities 10 of the Water and Sewer Utility to connect with and use such facilities within ninety (90) days after notification that 11 service is available. The City will not grant a franchise for the operation of any competing water system or sewer system so 12 long as any Bonds are outstanding hereunder. 13 Section 711. Subordinate_ Obligations. Notwithstandingother any provision of this Resolution, the 14 City may issue obligations or incur indebtedness other than the Bonds and a State Loan from time to time which are payable in 15 whole or in part from the Revenues, but only if such obligations are, by their terms, subordinate in right to 16 payment from tile Revenue to all Bonds and any such State Loan theretofore or thereafter issued or incurred under the 17 provisions of this Resolution. 16 Section 712. No Free Service. The City will not render or cause to be rendered any free services of any nature 19 by the facilities of the Water and Sewer Utility nor will any preferential rates be established for users of the same class; 20 the City including its departments, agencies and instrumentalities in the service area, shall avail itself of 21 the facilities of the Water and Sewer Utility, and the same rates, fees or charges applicable to other customers receiving 22 like services under similar circumstances shall be charged to the City and any such department, agency or instrumentality. 23 Such charges will be paid as they accrue, and the City shall transfer from its appropriate funds sufficient sums to pay such • 24 charges. The moneys so received shall be deemed to be Revenues derived from the operation of the Water and Sewer Utility, and Zg shall be deposited and accounted for in the same manner as other Revenues derived from such operation of the Water and 26 Sewer Utility. 27 Section 713. Failure to Pay for _Services. The City will take whatever action is necessary to collect delinquent 2a charges in accordance with the procedures in effect at the time which are established from time to time in the City's rate 29 resolution. 30 Section 714, Enforcement of Collections. The City will diligently enforce and collect the rates, fees and other 31 charges for the services of the Water and Sewer Utility; will take all steps, actions and proceedings for the enforcement and 32 collections of such rates, fees and charges as shall bcome delinquent to the full extent permitted or authorized by law; 33 and will maintain accurate records with respect thereto. All such rates, fees, charges and revenues herein pledged shall, as 34 collected, be held in trust to be applied as provided in this Resolution and not otherwise. -34- 2 3 4 . 5 6 7 B 9 10 11 12 13 14 15 16 17 20 21 22 23 24 25 26 27 22 29 1311 31 32 33 34 Section 715. No Sale of Mortgage of Water and _Sewer Utilty. (a) The City covenants that so long as any Bonds shall be outstanding under the provisions of this Resolution and except as in this Resolution otherwise permitted, it will not sell, lease or otherwise dispose of or encumber the Water and Sewer Utility or any part thereof. The City may, however, from time to time, sell any machinery, fixtures, apparatus, tools, instruments, or other movable property acquired by it in connection with the Water and Sewer Utility, or any materials used in connection therewith, if the City shall determine that such articles are no longer needed or are no longer useful in connection with the construction or operation and maintenance of the Water and Sewer Utility, and the proceeds thereof shall be applied to the replacement of the properties so sold or disposed of or shall be deposited to the credit of the Redemption Account or the Renewal and Replacement Fund, at the ,option of the City. (b) Notwithstanding the provisions of paragraph (a) of this Section, the City may from time to time sell, trade or lease such other property forming part of the Water and Sewer Utility as is not needed or. serves no useful purpose in connection with the maintenance and operation of the Water and Sewer Utility as is not needed or serves no useful purpose in connection with the maintenance and operation of the Water and Sewer Utility and the proceeds of any such sale of property which is declared by resolution of the City Council to be unnecessary for the Water and Sewer Utility shall be deposited to the credit of the Redemption Account or the Renewal and Replacement Fund, as may be provided by such resolution. The property received in exchange pursuant to any trade shall be deemed to be a part of the Water and Sewer Utility. The rentals under any such lease shall be deposited to the credit of the Revenue Fund. (c) Notwithstanding the provisions of paragraph (a) of this Section, the City may from "_ime to time permanently abandon the use of, sell, trade or lease any property forming a part of the Water and Sewer Utility but only if (1) there shall be filed with the City Clerk prior to such abandonment, sale or lease a certificate, signed by the City Manager and approved by the Consulting Engineers, stating (a) that the City is not then in default in the performance of any of the covenants, conditions, agreements or provisions contained in this Resolution, and (b) that the Net Revenues for the next Preceding Fiscal Year, after giving effect to such abandonment, sale or lease and any replacement and after adjustment to reflect the moneys which would have been received if the rate schedule in effect on the date of such certificate had been in effect throughout such Fiscal Year, are not less than one hundred ten per centum (110%) of the maximum aggregate Principal and Interest Requirements for any Fiscal Year thereafter, and (2) the amount held for the credit of the Reserve Account is equal to the Reserve Account Requirement. -35- 1 1 2 3 4 5 6 7 9 10 11 12 13 14 15 �6 17 18 19 20 21 22 23 24 25 26 27 22 29 30 31 32 33 34 The proceeds of the sale of any property forming part of the Water and Sewer Utility under the provisions of paragraph (c) of this Section shall either be deposited by the City to the credit of the Redemption Account or the Renewal and Replacement Fund, at the option of the City, or shall be applied to the replacement of the property so sold, and any property acquired as such replacement shall become a part of the Water and Sewer Utility subject to the provisions of this Resolution. The rentals under any such lease shall be deposited to the credit of the Revenue Fund. ARTICLE VIII REMEDIES AND DEFAULT Section 801. Extension of Interest Payment. In case the time for the payment of the interest on any Bond shall be extended, whether or not such extension be by or with the consent of the City, such interest so extended shall not be entitled, in case of default hereunder, to the benefit or security of this Resolution except subject to the prior payment in full of the principal of all Bonds then Outstanding and of all interest the time for payment of which shall not have been extended. Section 802. Events of Default. Each of the following events is hereby declared an "event of default," that is to say: If (a) payment of the principal and premium, if any, of any of the Bonds shall not be made when the aaiiie shall become due and payable, either at maturity or by proceedings for redemption or otherwise; or (b) payment of any installment of interest on any of the Bonds shall not be made when the same shall become due and payable; or (c) payment of any amount required to satisfy an Amortization Requirement shall not be made if required herein; or (d) any proceeding shall be instituted, with the consent or acquiescence of the City, for the purpose of effecting a composition between the City and its creditors or for the purposes of adjusting the claims of such creditors, pursuant to any federal or state statute now or hereafter enacted, if the claims of such creditors are under any circumstances payable from the Net Revenues; or (e) any part of the water and sewer utility necessary for its effective operation shall be destroyed or damaged and shall not be properly and timely repaired, replaced or reconstructed; or (f) final judgment for the payment of money shall be rendered against the City as a result of the ownership, control or operation of the Water and Sewer Utility and any such judgment shall not be discharged within sixty (60) days from the entry thereof or an appeal shall not be taken therefrom or from the order, decree or process upon which or pursuant to which such judgment shall have been granted or entered, in such manner as to stay the execution of or levy under such judgment, order, decree or process or the enforcement thereof; or -36- 2 3 4 S 6 7 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 2• 29 30 31 32 33 34 (g) if the City admits in writing its inability to pay its debts generally as they become due, or files a petition for bankruptcy or makes an assignment for, the benefit of its creditors or consents to the appointment of a receiver or trustee for itself or for the whole or any part of the Water and Sewer Utility; or (h) if the City is adjudged insolvent by a court of competent jurisdiction, or it be adjudged a bankrupt on a petition in bankruptcy filed against the City, or an order, judgment or decree be entered by any court of competent jurisdiction appointing, without the consent of the City, a receiver or trustee of the City in whole or any part of its property and any if the aforesaid adjudications, orders, judgments or decrees shall not be vacated or set aside or stayed within ninety (90) days from the date of entry thereof; of (i) the City shall default in the due and Punctual performance ,of any covenant, condition, agreement or provision contained in the Bonds or in this Resolution on the part of the City to be Performed, and such default shall continue for thirty (30) days after written notice specifying such default and requiring same to be remedied shall have been given to the City by the holder of 25% of the aggregate principal amount of the Bonds then Outstanding. Section 803. Acceleration of Maturities. Upon the happening and continuance of any event of default specified in clauses (a) through (i) of Section 802 of this Article, then and in every such case the Bondholder of not less than twenty-five centum (25%) in aggregate principal amount of the Bonds then Outstanding may, by a nctice in writing to the Clerk, declare the principal of all of the Bonds then Outstanding (if not then due and payable) to be due and payable immediately, and upon such declaration, the same shall become and be immediately due and payable, anything contained in the Bonds or in this Resolution to the contrary notwithstanding; provided, however, that if at any time after the principal of the Bonds shall have been so declared to be due and payable, and before the entry of final judgment or decree in any suit, action or proceeding instituted on account of such default, or before the completion of the enforcement of any other remedy under this Resolution, moneys shall have accumulated in the Sinking Fund sufficient to pay the principal of all matured Bonds and all arrears of interest, if any, upon all Bonds then Outstanding (except the principal of any Bonds not then due except by virtue of such declaration and the interest accrued on such Bonds since the last interest payment shall have been paid or a sum sufficient to pay the same shall have been deposited by the Finance Director with the Paying Agents, and every other default in the observance or performance of any covenant, condition, agreement or provision contained in the Bonds or in this Resolution (other than a default in the payment of the principal of such Bonds then due only because of a declaration under this Section) shall have been remedied, then and in every such case the Bondholders of not less than twenty-five per centum (25%) in aggregate principal amount of the Bonds not then due except by virtue of such declaration and then Outstanding may, by written notice to the Clerk, rescind and annul such declaration and its consequences, but no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon. -37- Section 804. Enforcement of Remedies. Upon the 1 happening and continuance of any event of default specified in Section 802 of this Article, then and in every such case the 2 Bondholders of not less than twenty-five per centum (25%) in aggregate principal amount of the Bonds then Outstanding 3 hereunder may proceed to protect and enforce their rights and the rights of the Bondholders under this Resolution by such 4 suits, actions or special proceedings in equity or at law, either for the specific performance of any covenant or 5 agreement contained herein or in aid or execution of any power herein granted or for the enforcement of any proper legal or 6 equitable rights as such Bondholders shall deem most effectual 7 to protect and enforce such rights. Section 805. Pro Rata Ap2lication of Funds. Anything 9 in this Resolution to the contrary notwithstanding, if at any time the moneys in the Sinking Fund shall not be sufficient to 9 pay the principal of or the interest on the Bonds as the same shall become due and payable, such moneys, together with any 10 moneys then available or thereafter becoming available for such purpose, whether through the exercise of the remedies provided 11 for in this Article or otherwise, shall be applied as follows: 12 (a) Unless the principal of all the Bonds shall have become due and payable, all such moneys shall be 13 applied: 14 First: to the payment to the persons entitled thereto of all installments of interest 15 then due, in the order of the maturity of the installments of such interest, and, if the amount 15 available shall not be sufficient to pay in full any particular installment, then to the payment 17 ratably, according to the amounts due on such installment, to the persons entitled thereto, 18 without any discrimination or preference except as to any difference in the respective rates of 19 interest specified in the Bonds; 20 Second: to the payment to the persons entitled thereto of the unpaid principal of any 21 of the Bonds which shall have become due (other than Bonds called for redemption for the payment 22 of which moneys are held pursuant to the provisions of this Resolution), in the order of 23 their due dates, with interest upon such Bonds from the respective dates upon which they became 24 due, and, if the amount available shall not be sufficient to pay in full the principal of Bonds 25 due on any particular date, together with such interest, then to the payment first of such 26 interest, ratably according to the amount of such interest due on such date, and then to the 27 payment of such principal, ratably according to the amount of such principal due on such date, to =9 the persons entitled thereto without any 29 discrimination or preference; and Third: to the payment of the interest on 30 and the principal of the Bonds, to the purchase and retirement of Bonds and to the redemption of 31 Bonds, all in accordance with the provisions of Article IV of this Resolution. 32 (b) If the principal of all the Bonds shall have 33 become due and payable, all such moneys shall be applied to the payment of the principal and interest. 34 1 then due and unpaid upon the Bonds, without preference -38- 1 or priority of principal over interest or of interest over principal, or of any installment of interest over 2 any other installment of interest, or of any Bond over any other Bonds, ratably, according to the amounts due 3 respectively for principal and interest, to the persons entitled thereto without any discrimination or 4 preference except as to any difference in the respective rates of interest specified in the Bonds. S (c) If the principal of all the Bonds shall have 6 been declared due and payable and if such declaration shall thereafter have been rescinded and annulled 7 under the provisions of Section 803 of this Article, then, subject to the provisions of paragraph (b) of a this Section in the event that the principal of all the Bonds shall later become due or be declared due 9 and payable, the moneys remaining in and thereafter accruing to the Sinking Fund shall be applied in 10 accordance with the provisions of paragraph (a) of this Section. 11 The provisions of th-l' subject to the provisions of Section e8010 ofathis �Arti lerespects n all 12 13 Whenever moneys are to be applied by the Finance Director pursuant to the provisions of this Section, such 14 moneys shall be applied by the Finance Director at such times, and from time to time, as the Finance Director in his sole 1S discretion shall determine, having due regard to the amount of such moneys available for application and the likelihood of 14 additional moneys becoming available for such application in the future; the deposit of such moneys with the Paying Agents, 17 or otherwise setting aside such moneys, in trust for the proper Purpose shall constitute proper application by the Finance 1$ Director; and the Finance Director shall incur no liability whatsoever to the county, to any Bondholder or to any other 19 person for any delay in applying any such moneys, so long as the Finance Director acts with reasonable diligence, having due ZO regard to the circumstances, and ultimately applies the same in accordance with such provisions of this Resolution as may be 21 applicable at the time of application by the Finance Director. Whenever the Finance Director shall exercise such discretion in 22 applying such moneys, it shall fix the date (which shall be an interest payment date unless the Finance Director shall deem another date more suitable) upon which such application is to 23 be made and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue. The Finance 24 Director shall give such notice as it may deem appropriate of the fixing of any such date, and shall not be required to make 35 payment to the Bondholder of any Bond until such Bond shall be surrendered to the Finance Director for appropriate endorsement 25 or for cancellation if fully paid. 27 Section 806. Effect of Discontinuance of In 2S accountlnofany case default prshall inha�teaken by any Bondholder on n or abandoned for any reason, then and in every such case discontinued 29 and the Bondholder shall be restored to their former positions and rights hereunder, respectively, and all rights and remedies 30 of the Bondholder shall continue as though no such proceeding 31 had been taken. Section 807. No RemedyExclusive. No remedy herein 32 conferred upon or reserved to Bondholders of the Bonds is intended to be exclusive of any other remedy or remedies herein 33 provided, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder 34 or by law. -39- 6 7 9 10 11 12 13 14 15 i6 17 20 21 22 23 24 25 26 27 2$ 29 130 31 32 33 34 Section 808. Restriction on Individual Bondholder Actions. No one or more Bondholders of the Bonds issued hereunder shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the security of this Resolution, or to enforce any right hereunder except in the manner herein provided, and all proceedings at law or in equity shall be instituted, had and maintained_ in- the manner herein provided and for the benefit of all Bondholders of such Outstanding Bonds, and any individual rights of action or other right given to one or more of such Bondholders by law are restricted by this Resolution to the rights and remedies herein provided. Section 809. Deli _ Not a _Waiver. No delay or omission of any Bondholder to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy given by this Article to the Bondholders may be exercised from time to time as often as may be deemed expedient. Section 810. Ri ht 'to Enforce Payment of Bonds. Nothing in this Article shall affect or impair the right of any Bondholder to enforce the payment of the principal of and interest on his Bond, or the obligation of the City to pay the principal of and interest on each Bond to the Bondholder there or at the time and place in said Bond expressed. Section 811. Ri ht to Cure Defaults. Subject in all respects to the other Sections of this Article, the City shall have the right to cure any and all defaults hereunder. ARTICLE IX SUPPLEMENTAL ORDINANCES Section 901. Su221ementAl Ordinance Without Bondholders' Consent. The Council may, from time to time and at any time, adopt such resolutions supplemental hereto as shall not be inconsistent with the terms and provisions hereof (which supplemental resolutions shall thereafter form a part hereof). (a) to cure any ambiguity or formal defect or omission or to correct any inconsistent provisions in this Resolution or in any supplemental resolution, or (b) to grant to or confer upon the Bondholders any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the Bondholders, or (c) to add to the conditions, limitations and restrictions on the issuance of Bonds under the provisions of this Resolution other conditions, limitations and restrictions thereafter to be observed, or (d) to add to the covenants and agreements of the City in this Resolution other covenants and agreements thereafter to be observed by the City or to surrender any right or power herein reserved to or conferred upon the City. (e) to provide for the issuance of Bonds in coupon form, including such modifications as are necessary or desirable to provide herein the customary terms and conditions relating to bonds issued in coupon form. -40- 1 I e 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 21 29 30 31 32 33 34 At least thirty (30) days prior to the adoption of any supplemental resolution for any of the purposes of this Section, the Clerk shall cause a notice of the proposed adoption of such supplemental resolution to be mailed, postage prepaid, to all registered owners of Bonds at their addresses as they appear on the registration books. Such notice shall briefly set forth the nature of the proposed supplemental resolution and shall state that copies thereof are on file at the office of the Clerk for inspection by all Bondholders. A failure on the part of the Clerk to mail the notice required by this Section shall not affect the validity for such supplemental resolution. Section 902. Supplemental Ordinance With Bondholders' Consent. Subject to the terms and provisions containd in this Section, and not otherwise, the Bondholders of not less than ,two-thirds (2/3) in aggregate principal amount of the Bonds then Outstanding shall have the right, from time to time, anything contained in this Resolution to the contrary notwithstanding, to consent to and approve the adoption of such resolution or resolutions supplemental hereto as shall be deemed necessary or desirable 'by the City for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Resolution or in any supplemental resolution; provided, however, that nothing herein contained shall permit, or be construed as permitting, (a) an extension of the maturity of the principal of or the interest on any Bond issued hereunder, or (b) a reduction in the principal amount of any Bond or the redemption premium or the rate of interest thereon, or (c) the creation of a pledge of the Net Revenues other than the pledge created by this Resolution, or (d) a preference or priority of any Bond or Bonds over any other Bond or Bonds, or (e) a reduction in the aggregate principal amount of the Bonds required for consent to such supplemental resolution. If at the time of any such amendment any of the Bonds shall be insured as to payment of principal and interest by an insurance company in the business of insuring such risks pursuant to an agreement entered into between the City and such insurer, no such amendment shall be made except with the consent of such insurer. Nothing herein contained, however, shall be construed as making necessary the approval by Bondholders of the adoption of any supplemental resolution as authorized in Section 801 of this Article. If at any time the City shall determine that it is necessary or desirable to adopt any supplemental resolution for any of the purposes of this Section, the Clerk shall cause notice of the proposed adoption of such supplemental resolution to be mailed by first-class mail, postage prepaid, to all registered owners of Bonds at their addresses as they appear on the registration books. Such notice shall not, however, be subject to any liability to any Bondholders. The City shall not, however, be subject to any liability to any Bondholder by reason of its failure to cause the notice required by this Section to be mailed and any such failure shall not affect the validity of such supplemental resolution when consented to and approved as provided in this Section. A subsequent Resolution of the City Council may provide that the form and manner of providing notice to bondholders be in some different form if so determined by the City Council; in particular, if the City Council shall determine, based upon advice of Bond Counsel, that interest on any series of Bonds will not be subject to federal income taxation if such Bonds are issued in coupon form, then such subsequent Resolution may provide for the publication of notice in the form and manner as is customarily applicable with respect to bonds issued in coupon form. -41- f] 1 6 7 6 9 10 11 12 13 14 15 i6 17 18 19 20 21 22 23 24 25 26 27 2• 29 30 31 32 33 34 Whenever, at any time within one year after the date of the first publication of such notice, the Clerk shall have received an instrument or instruments in writing purporting to be executed by the Bondholders of not less than two-thirds (2/3) in aggregate principal amount of the Bonds then Outstanding, which instrument or instruments shall refer to the proposed supplemental resolution described in such notice and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice, thereupon, but not otherwise, the Council may adopt such supplemental resolution in substantially such form, without liability or responsibility to any Bondholder, whether or not such Bondholder consented thereto. If the Bondholders of not less than two-thirds (2/3) in aggregate principal amount of the Bonds Outstanding at the ,time of the adoption of such supplemental resolution shall have consented to and approved the adoption -thereof as herein provided, no Bondholder of any Bond shall have any right to object to the adoption of such supplemental resolution, or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety to the adoption therof, or to enjoin or restrain the Board from adopting the same or from taking any action pursuant to the provisions thereof. Upon the adoption of any supplemental resolution pursuant to the provisions of this Section, this Resolution shall be and be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Resolution of the Court and all Bondholders of Bonds then vuLscanding shall; thereafter be determined, exercised and enforced in all respects under the provisions of this Resolution as so modified and amended. Section 903. Su lemental Ordinance Part of Ordin,--rlc-. Any supplemental resoluti^n adopted in accordance with the provisions of this Article shall thereafter form a part of this Resolution, and all of the terms and conditions contained in any such supplemental resolution as to any provision authorized to be contained therein and shall be deemed to be part of the terms and conditions of this Resolution for any and all purposes. In case of the adoption and approval of any supplemental resolution, express reference may be made thereto in the text of any Bonds issued thereafter, if deemed necessary or desirable by the City. ARTICLE X DEFEASANCE If, when the Bonds secured hereby shall have become due and payable in accordance with their terms or shall have been duly called for redemption or either irrevocable instructions to call the Bonds for redemption or to pay the Bond at their respective maturities or redemption dates or any combination of such payment and redemption shall have been given by the City to the Paying Agents or an appropriate fiduciary institution acting as escrow agent, the whole amount of the principal and the interest and premium, if any, so due and payable upon all of the Bonds then Outstanding shall be paid or sufficient moneys to pay at maturity or to redeem all of the Bonds together with all interest accrued and to accrue thereon to dates of maturity, or redemption, shall be held by such escrow agent or the Paying Agents for such purpose under the provisions of this Resolution, and provision shall also be made for paying all other sums payable hereunder by the City, then and in that case the right, title and interest of the Bondholders of the Bonds secured hereby in the revenues, funds -42- �I 10 11 12 13 14 15 is 17 16 19 20 21 22 23 24 25 2s 27 21 29 1311 31 32 33 34 and accounts mentioned in this Resolution shall thereupon cease, determine and become void on that date without further action of the Board, and the Finance Director may apply any surplus in any account in the Sinking Fund and all balances remaining in any other funds or accounts, other than moneys held for the redemption or payment of Bonds, to any lawful purpose of the City as the Board shall determine; otherwise this Resolution shall be, continue and remain in full force and effect; provided, however, that in the event Government Obligations shall be deposited with and held by such escrow agent or the Paying Agents as hereinabove provided, and in addition to the requirements set forth in Article III of this Resolution, the Clerk shall within thirty (30) days after such Government Obligations shall have been deposited with such escrow agent or the Paying Agents cause a notice signed by the Finance Director to be published in the City, and in a Daily Newspaper of general circulation or a financial journal published in the Borough of Manhattan, City and State of New York, setting forth (a) the date designated for the redemption of the Bonds or a statement to the effect that such Bonds are to be paid at their respective maturities or mandatory redemption dates, (b) a description of the Government Obligations so held by such escrow agent or the Paying Agents, and (c) that this Resolution has become void in accordance with the provisions of this Section. All moneys and obligations held by such escrow agent or the Paying Agents pursuant to this Section shall be held in Trust and the Principal and interest of said obligations when received, and said moneys, applied to the payment, when due, of the principal and the interest and the premium, if any, of the Bonds so called for redemption. ARTICLE XI MISCELLANEOUS PROVISIONS Section 1101. Execution of Instruments b Bondholders and Proof of Ownership of Bonds. Any request, direction, consent or other instrument in writing required by this Resolution to be signed or executed by Bondholders may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Bondholders in person or by agent appointed by an instrument in writing. Proof of the execution of any such instrument and of the ownership of Bonds shall be sufficient for any purpose of this Resolution and shall be conclusive in favor of the persons relying thereon with regard to any action taken by them under such instrument, if made in the following manner: (a) The fact and date of the execution by any person of any such instrument may be proved by the verification of any officer in any jurisdiction who, by the laws thereof, has power to take affidavits within such jurisdiction, to the effect that such instrument was subscribed and sworn to before him, or by an affidavit of a witness to such execution. (b) The ownership of registered Bonds shall be proved by the registration books kept under the Provisions of Section 204 of this Resolution. Any request or consent of the Bondholder of any Bond shall bind every future Bondholder of the same Bond in respect :)f anything done by the City in pursuance of such request or .onsent. -43- 4 5 6 7 a 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 21 29 1311 31 32 33 34 But nothing contained in this Article shall be construed as limiting the City Manager to such proof, it being intended that the City Manager may accept any other evidence of the matters herein stated which it may deem sufficient. Notwithstanding any of the foregoing provisions of this Section, the City Manager shall not be required to recognize any person as a holder of any Bond or coupon or to take any action at his request unless such Bond or coupon shall be deposited with him. Section 1102. Effect of Covenants. All covenants, Stipulations, obligations and agreements of the City contained in this Resolution shall be deemed to be covenants, stipulations, obligations and agreements of the City and of the Board and of each department and agency of the City to the full ,extent authorized or permitted by law, and all such covenants, stipulations, obligations and agreements shall bind or inure to. Section 1103. Manner of Giving Notice. Any notice, demand, direction, request or other instrument authorized or required by this Ordinance to �be given to or filed with the County or the Board shall be deemed to have been sufficiently given or filed for all purposes of his Ordinance if and when sent by registered mail return receipt requested: to the City, if addressed to the City Manager of the City of Tamarac, City Hall, Tamarac, Florida; Section 1104. Successorshi of Paying A ents. Any bank or trust company with or into which the Paying Agents, or either of them, may be merged or consolidated, or to which the assets and business of the Paying Agents, or either of them, may be sold, shall be deemed the successor of such Paying Agents for the purposes of this Resolution. If the position of the Paying Agents, or either of them, shall become vacant for any reason, the Board shall, wi''hin thirty (30) days thereafter, appoint a bank or trust company located in the State of Florida, if the vacancy is in the position of a Florida Paying Agent or located in the Borough of Manhattan, City and State of New York if the vacancy is in the position of a New York Paying Agent. Section 1105. No Pledge of Faith and Credit. Nothing in the Bonds or in this Resolution sh� all be construed as pledging the full faith and credit of the City. Section 1106. Successorship of city Officers. In the event that the office of the Clerk, Finance Director or City Attorney shall be abolished or any two or more of such offices shall be merged or consolidated, or in the event of a vacancy in any such office by reason of death, resignation, removal from office or otherwise, or in the event any such officer shall become incapable of performing the duties of his office by reason of sickness, absence from the City or otherwise, all powers conferred and all obligations and duties imposed upon such officer shall be performed by the officer succeeding to the principal functions thereof or by the officer upon whom such powers, obligations and duties shall be imposed by law. Section 1107. Substitute Publication. If, because of the temporary or permanent suspension of publication of any newspaper or financial journal or for any other reason, the City shall be unable to publish in a newspaper or financial journal any notice required to be published by any provision of this Resolution, the City shall give such notice in such other manner as in its judgment shall most effectively approximate such publication, and the giving of such notice in such manner -44- Ll n 1 2 3 4 i 7 e 9 10 11 12 13 14 1$ 16 i 17 18 19 20 21 22 23 24 rV 24 27 2! 29 30 31 32 33 34 shall for all purposes of this Resolution be deemed to be in compliance with the requirement for the publication thereof. Section 1108. Effect of Partial Invalidity. In case any one or more of the provisions of this Resolution or of any Bonds issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions of this Resolution or of the Bonds, but this Resolution and the Bonds shall be construed and enforced as if such illegal or invalid provision has not been contained therein. The Bonds are issued and this Resolution is adopted with the intent that the laws of the State of Florida shall govern their construction. Section 1109. Inconsistent Resolutions. All resolutions and parts thereof which are inconsistent with any -of the provisions of this Resolution are hereby declared to be inapplicable to the provisions of this Resolution. Section 1110. Further Acts. The officers and agents of the City are hereby authorized and directed to do all the acts and things required of' them by the Bonds and this Resolution, for the full, punctual and complete performance of all of the terms, covenants, provisions and agreements contained in the Bonds and this Resolution. Section 1111. Headings Not Part of Resolution. Any headings preceding the texts of the several Articles and Sections hereof and any table of contents, marginal notes or footnotes appended to copies hereof shall be solely for convenience or reference, and shall not constitute a part of this Resolution, nor shall they affect its meaning, construction or effect. Section 1112. Ci't -and Bondholders Alone Have Rights under Resolution. Except as herein otherwise expressly provided, nothing in this Resolution, expressed or implied, is intended or shall be construed to confer upon any person, firm or corporation, other than the City and the holders of the Bonds issued under and secured by this Resolution, any right, remedy or claim, legal or equitable, under or by reason of the Resolution or any provision hereof, this Resolution and all its provisions being intended to be and being for the sole and exclusive benefit of the City and the holders from time to time of the Bond issued hereunder. Section 1113. Validation of Bonds. The City Attorney is hereby authorized and directed to take proper proceedings for the validation of the Bonds authorized by Section 206 of this Resolution. Section 1114. Sale of Bonds. The Bonds shall be issued and sold at public or private sale at one time or in installments from time to time and at such price or prices consistent with the provisions of the Act and the requirments of this Ordiances as the Issuer shall hereafter determine by resolution; provided, that the first installment of the Bonds shall be sold and delivered only if the proceeds will be sufficient together with other funds of the Issuer, to effect the refunding program described in this Resolution. Section 1115. Publication of Notice of Refunding. Within thirty (30) days after the delivery of the first installment of the Bonds, the Issuer shall cause to be published one time in a newspaper of general circulation in the City of Tamarac, Florida, and a financial journal of general circulation in the City and State of New York, a notice of the advance refunding of the Series 1980 Bonds. -45- I R-85-21 1 1 2 3 4 5 7' 8 9 10 11 12 .4 15 16 17 18 1 �9 11 22 23 24 25 i �7 28 29 30 ,1 32 33 34 PASSED, ADOPTED, AND APPROVED this 23 day of January, 1985. IF ATTEST: ATTEST: TY CLERK r- - I HEREBY CERTIFY that I have approved the form and corrections of this RESOLUTION. RECORD OF COUNCIL VOTE MAYOR: KRAVITZ _ DISTRICT4: V/M STEIN! DISTRICT3: C[M STELZ ER DISTRICT2: C/M MUNITZ DISTRICT.: C/M BERNSTEIN LM id (J I