HomeMy WebLinkAboutCity of Tamarac Resolution R-85-021Introduced by Temp.
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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;
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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.
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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.
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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.
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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.
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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.
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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
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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
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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
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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
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, 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
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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
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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,
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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.
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(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,
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(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
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(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
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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.
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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
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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.
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ARTICLE IV
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CONSTRUCTION FUND
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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
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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
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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
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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
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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.
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(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
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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,
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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.
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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
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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
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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
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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
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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
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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.
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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.
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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.
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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.
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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.
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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.
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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
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(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.
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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.
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(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
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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
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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.
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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.
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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.
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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
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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.
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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
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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.
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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
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