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HomeMy WebLinkAboutCity of Tamarac Resolution R-79-251Intr6duced by Motion of V/M Massaro Temp. No. 1439 n r As CITY OF TAMARAC, FLORIDA Resolution No.79-251 A RESOLUTION AUTHORIZING THE ISSUANCE 06 NOT EXCEEDING $15,000,000 WATER AND SEWER UTILITY REVENUE BONDS OF THE CITY OF TAMARAC, FLORIDA, FOR THE PURPOSE OF PROVIDING FUNDS, TOGETHER WITH ANY OTHER AVAILABLE FUNDS, FOR PAYING THE COST OF ACQUIRING THE WATER TREATMENT AND DISTRIBUTION SYSTEM AND THE WASTEWATER COLLECTION AND DISPOSAL SYSTEM OWNED BY TAMARAC UTILITIES, INC. AND ACQUIR- ING AND CONSTRUCTING IMPROVEMENTS TO SUCH SYSTEMS; PROVIDING FOR THE ISSUANCE OF ADDITIONAL WATER AND SEWER UTILITY REVENUE BONDS OR THE INCURRENCE OF INDEBTEDNESS TO THE STATE OF FLORIDA TO PAY ALL OR PART OF THE COST OF ADDITIONAL IMPROVEMENTS TO THE CITY'S WATER AND SEWER UTILITY; PRO- VIDING FOR THE PAYMENT OF SUCH BONDS AND THE INTEREST THEREON FROM NET REVENUES OF THE CITY'S WATER AND SEWER UTILITY; AND SETTING FORTH THE RIGHTS AND REMEDIES OF THE HOLDERS OF SUCH BONDS. WHEREAS, under the authority granted by the Con- stitution and laws of the State of Florida, including the Home Rule Charter of the City of Tamarac, Florida (the "City") and Chapter 166, Florida Statutes, the City is authorized to issue water and sewer utility revenue bonds to pay the cost of acquiring an existing water treatment and distribution system and wastewater collection and disposal system (collectively the "Water and Sewer Utility") and to pay the cost of improvements to the Water and Sewer Utility (hereinafter more particularly defined); and WHEREAS, the City Council has heretofore determined and does hereby determine that the acquisition of the Water and Sewer Utility and proposed improvements thereto are necessary and desirable for the furtherance of the health, safety and welfare of the citizens of the City and others who will be customers of the Water and Sewer Utility; and WHEREAS, pursuant to the.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 October 9, 1979 approved the issuance of not exceeding $15,000,000 revenue bonds for the purpose of providing funds, together with any other available funds, for paying the cost of acquiring the water treatment and distribution system and the wastewater collection and disposal system owned by Tamarac Utilities, Inc. and acquiring and constructing improvements to such systems; and J I� ARTICLE I. 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: "Accountant" shall mean the certified public account- ants or firm of certified public accountants employed by the City under the provisions of Section 705 of this Resolu- tion to perform and carry out the duties imposed on the Accountant by this Resolution. "Additional Bonds" shall mean the Bonds issued at any time under the provisions of Section 208 of this Resolution. "Agreement" shall mean the Agreement of Purchase and . Sale entered into between the City and Tamarac Utilities, Inc. under date of July 31, 1979 providing for the sale of the Water and Sewer Utility to the City. "Annual Budget" shall mean the Annual Budget of Cur- rent Expenses and Capital Expenditures adopted pursuant to Section 503 of this Resolution. "Annual Loan Payment" shall mean the total amount to be paid by the City pursuant to a State Loan in a year representing principal to be repaid by the City in such year and interest to be paid by the City on its unpaid principal in such year. "Bond Registrar" shall mean a bank or trust company, either within or without the State of Florida, designated as such by the City Council, which shall perform such functions as Bond Registrar as are required by Article II of this Resolution. "Bonds" shall mean collectively the Bonds issued under the provisions of Article II of this Resolution. "Bondholders" shall mean the holders or registered owners of the Bonds. I-1 • "Bond Service Account" shall mean the Bond Service Account, a special account created and designated by Section 505 of this Resolution. "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. "City" shall mean the City of Tamarac, Florida, a municipal corporation organized and existing under the laws of Florida. "City Attorney" shall mean the City Attorney of the City or the officer succeeding to his principal functions. "City Clerk" shall mean the City Clerk of the City or the officer succeeding to his principal functions. "City Council" shall mean the City Council of the City of Tamarac or the board or body succeeding to its principal functions. "City Manager" shall mean the City Manager of the City or his designee or the officer succeeding to his principal functions. "Construction Fund" shall mean the Tamarac Water and Sewer Utility Construction Fund, a special fund created and designated by Section 401 of this Resolution. "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. "Cost", as applied to the Water and Sewer Utility, the Project or any Improvements, shall embrace the cost 1-2 of acquisition and construction and all obligations and expenses and all items of cost which are set forth in Section 403 of this Resolution. "County" shall mean Broward County, Florida, a political subdivision of the State of Florida. "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 recurring, 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 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 amortiza- tion charges, or any deposits or transfers to the credit of the Sinking Fund, Loan Repayment Fund, the Renewal and Replacement Fund, and the General Reserve Fund. "Daily Newspaper" shall mean a newspaper published in the English language on at least five (5) business days in each calendar week. "Depositary" shall mean any bank or trust company duly authorized by law to engage in the banking business and designated by the City Council as a depositary of moneys under the provisions of this Resolution. "Fiscal Agent" shall mean a bank or trust company either within or without the State of Florida, designated as such by the City Council, which shall perform such functions as Fiscal Agent as are required by this Resolu- tion. The Fiscal Agent shall be the Bond Registrar and a Paying Agent. "Fiscal Year" shall mean the period commencing on the first day of October and ending on the last day of September of the following year as the same may be 0 1-3 01, amended from time to time to conform to the fiscal year of the City. "General Reserve Fund" shall mean the Tamarac Gen- eral Reserve Fund, a special fund created and designated by Section 505 of this Resolution. "Government Obligations" shall mean direct obliga- tions of, or obligations the principal of and the interest on which are guaranteed by, the United States of America. "Improvements" shall mean such improvements, renewals and replacements of the Water and Sewer Utility or any part thereof and such extensions and additions thereto as may be necessary or desirable, 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 necessary 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 or the proceeds of any State Loan or from moneys deposited to the credit of the Construction 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 consid- eration. "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. "Investment Obligations" shall mean (i) Government Obligations, (ii) bonds, debentures or notes issued by any of the following Federal agencies: Banks for Cooperatives, Federal Intermediate Credit Banks, Federal Home Loan Banks, Export -Import Bank of the United States, Government National Mortgage Association, Federal Land Banks, or the Federal National Mortgage Association (including participation certificates issued by such Association), (iii) all other obligations issued or unconditionally guaranteed as to principal and interest by an agency or person controlled or' 0 1-4 9 supervised by and acting as an instrumentality of t;:e United States Government pursuant to authority granted by the Congress, (iv) full faith and credit obligations of any state of the United States (other than obligations rated lower than the three highest grades by a nationally recognized rating agency). (v) repurchase agreements with reputable financial institutions fully secured by Government Obligations, continuously having a market value at least equal to the amount so invested subject to the foregoing being permitted investments of municipal funds under Florida law and (vi) Time Deposits, secured by the foregoing. "Loan Repayment Fund" shall mean the Tamarac State Pollution Control Loan Repayment Fund, a special fund created and designated by Section 505 of this Resolution. "Mandatory Amortization Requirements" shall mean the moneys required to be deposited in the Mandatory Redemp- tion Account for the purpose of redeeming and paying when due any Mandatory Term Bonds issued pursuant to this Resolu- tion, the specific amounts and times of such deposits to be determined by the City Council in the resolution authorizing the issuance of such Mandatory Term Bonds. "Mandatory Redemption Account" shall mean the Mandatory Redemption Account, a special account created and designated by Section 505 of this Resolution. "Mandatory Term Bonds" shall mean the Term Bonds of any Series which the City Council determines in the resolu- tion authorizing or providing for the issuance of such Series shall be retired in accordance with Mandatory Amortization Requirements. "Mayor" shall mean the Mayor of the City or the officer succeeding to his principal functions. "Monthly State Loan Requirement" shall mean the amount payable by the City in each month pursuant to any State of Florida pollution Control Loan Agreement entered into by the City pursuant to the authority granted by Article VII, section 14 of the Florida Con- stitution and Section 403.1834, Florida Statutes or any legislation continuing such authority. "Net Revenues" for any particular period shall mean the amount of the excess of the Revenues for such period over the Current Expenses for such period. 0 I-5 0 "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 Council for cancellation; and (b) Bonds deemed to have been paid in accord- ance with Section 306 or Section 1101 of this Re- solution. "Paying Agents" shall mean for any Series of Bonds the banks or trust companies 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. "Principal and Interest Requirements" shall mean the respective amounts which are required in each Fiscal -Year to provide (a) for paying the interest on all such Bonds then outstanding which is payable on April 1 in such • Fiscal Year and on October 1 in the following Fiscal Year, and (b) for paying the principal of all Serial Bonds then outstanding which is payable on October 1 in the following Fiscal Year, and (c) the Amortization Requirements, if any, for all Term Bonds then outstanding for such Fiscal Year, and (d), the amount, if any, required to be deposited in the Loan Repayment Fund in such Fiscal Year. "Project" shall mean the improvements to be made to the Water and Sewer Utility from the proceeds of the Series 1980 Bonds as described in detail in the engineering report of the Consulting Engineers required to be filed pursuant to Section 207 of this Resolution. "Refunding Bonds" shall mean the Bonds issued at any time under the provisions of Section 209 of this Resolu- tion. I-6 0 • C1 "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. "Reserve Account" shall mean the Reserve Account, a special account created and designated by Section 505 of this Resolution. "Reserve Account Requirement" shall mean the maximum Principal and Interest Requirements on account of the Bonds issued under the provisions of Article IT of this Resolu- tion in the current or any subsequent Fiscal Year, but excluding any amount described in clause (d) of the defini- tion of Principal and Interest Requirements in this Article. "Reserve Account Deposit Requirement" shall mean (a) in each of the sixty successive months beginning with the month following the delivery of any Series of Bonds issued under the provisions of Sections 208 or 209 of this Resolution, the Reserve Account Requirement for which Series shall not have been capitalized from the proceeds of such Bonds, an amount equal to one -sixtieth (1/60) of the difference between the amount on deposit in the Reserve Account prior to the issuance of such Series of Bonds and the Reserve Account Requirement to be in effect immediately following the issuance of such Series of Bonds and (b) in each of the twelve successive months beginning with the month following any month in which any amount shall have been withdrawn from the Reserve Account an amount equal to one -twelfth (1/12) of the deficiency created by such withdrawal until such deficiency is made up. "Resolution" shall mean this Resolution as the same may be amended or supplemented from time to time in accord- ance with Article X hereof. "Revenue Fund" shall mean the Tamarac Water and Sewer Utility Revenue Fund, a special fund created and designated by Section 504 of this Resolution. "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, including the income derived by the City from the sale of water produced, treated or distributed by, or the collection, transmission, treatment I-7 or disposal of sewage by the Water and Sewer Utility, any proceeds of use and occupancy insurance on the Water and Sewer Utility or any part thereof and income from invest- rients made under this Resolution, except payments on special assessments for water and sewer improvements, contributions in aid, plant capacity charges and connection charges and income from the investment of moneys in the Construction Fund. "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. "Series" shall mean the Bonds delivered at any one time under the provisions.of Sections 207, 208 or 209 of this Resolution. "Series 1980 Bonds" shall mean the Bonds issued under the provisions of Section 207 of this Resolution. "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. "State Loan" shall mean a loan from the State of Florida to the City pursuant to any State of Florida Pollution Control Loan Agreement entered into pursuant to the Authority granted by Article VII, Section 14 of the Florida Constitution and Section 403.1834, Florida Statutes, or any legislation continuing such authority. "Time Deposits" shall mean time deposits, certif- icates of deposit or similar arrangements with any bank or trust company which is a member of the Federal Deposit Insurance Corporation and any Federal or State of Florida savings and loan association which is a member of the Federal Savings and Loan Insurance Corporation and which are secured in the manner provided in Section 601 of this Resolution. "Utility Rate Consultant" shall mean the person or firm experienced in utility rate analysis at the time employed by the City under the provisions of Section 704 of this Resolution. I-8 C� "Water and Sewer Utility" shall mean, collectively, the existing water treatment and distribution system and wastewater collection and disposal system owned and operated by Tamarac Utilities, Inc. as the same is described in Exhibits A, D(1), D(2) and S to the Agreement of Purchase and Sale entered into between the City and Tamarac Utilities, Inc., together with the Project and any Improvements. section 102. 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 Bonds at the time issued and outstanding here- under. 1-9 ARTICLE II. Form, Execution, Delivery and Registraticn of Bonds. Section 201. Issuance of Bonds. For the purpose of providing funds, together with any other available funds, for paying the cost of acquiring the Water and Sewer utility and acquiring and constructing the Project and paying all or part of the cost of any Improvements, Bonds may be issued under and secured by this Resolution subject to the conditions hereinafter provided in Sections 207 and 208, respectively, of this Article. Bonds may also be issued under and secured by this Resolution, subject to the conditions hereinafter provided in Section 209 of this Article, for the purpose of refunding any Bonds issued by the City under the provisions of this Resolution. The, principal of and the interest on all such Bonds shall be payable solely from the special fund hereinafter created and designated "Tamarac Water and Sewer Utility Revenue Bonds Interest and 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 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 of each Series issued under the provisions of this Resolution shall be in the denomination of Five Thousand Dollars ($5,000) each, numbered consecutively from 1 upwards, shall bear interest from their date until their 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 semi-annually on the first days of April and October in each year, 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. The Bonds of each Series issued under the provisions of this Article shall be designated WHEREAS, the City has heretofore entered into an Agreement of Purchase and Sale with Tamarac Utilities, Inc. for the acquisition by the City of the water treatment and distribution system and wastewater collection and disposal system owned and operated by Tamarac Utilities, Inc. and providing a domestic water supply and sewage collection facility within the City and within a small area of the unincorporated area in Broward County, Florida; and WHEREAS, the City Council has determined at this time to issue not exceeding $15,000,000 water and Sewer Utility Revenue Bonds (Series 1980) of the City of Tamarac, Florida, for the purpose of providing funds, together with any other available funds, for paying the cost of acquiring the water treatment and distribution system and the wastewater collec- tion and disposal system owned by Tamarac Utilities, Inc. and acquiring and constructing improvements to such systems$ such Water and Sewer Utility Revenue Bonds to be secured by the Net Revenues (as hereinafter defined) of the Water and Sewer Utility; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF TAMARAC, FLORIDA: • 0 2. • "Water and Sewer Utility Revenue Bonds, Series in each case inserting an identifying series year. 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 pay- ment thereof, is legal tender for the payment of public and private debts. The principal of the Bonds, unless registered, and the interest on Bonds not registered as to both principal and interest shall be payable at the office of a bank or banks or trust company or trust companies in such locations as shall be hereafter designated as Paying Agents by the City Council by resolution. Payment of the interest on the Bonds to the maturity thereof shall be made only upon presentation and surrender of the coupons, if any, representing such interest as the same respectively fall due; or, if any Bond shall be registered as to both principal and interest, payment of such interest on any interest payment date shall be made to the person appear- ing on the Bond registration books of the City herein- . after provided for as the registered owner thereof, such interest to be paid by check or draft mailed to the regis- tered owner at his address as it appears on such registra- tion books. The principal of any Bond registered as to principal alone or as to both principal and interest shall Sbe payable upon the presentation and surrender thereof as the same falls due at the principal office of the Bond Registrar. Section 203. Execution and Form of Bonds. The Bonds shall be signed by, or bear the acszmlle signature of, the Mayor and shall be signed by, or bear the facsimile signature of, the City Cle.rk., and a facsimile of the official seal of the City shall be imprinted on the Bonds; provided, however, that each Bond shall be manually signed by at least one of said officers. The interest coupons to be attached to the Bonds shall be executed with the facsimile signature of the Mayor. In case any officer whose signature or a facsimile of whose signature shall appear on any Bonds or coupons shall cease to be such officer before the delivery of such Bonds, such signature or such facsimile II-2 0 C� shall nevertheless be valid and sufficient for all _JuY�+oses the sa;re as if he had remained �n of-_ce until such , sliver,, anu also anv Sond mav tear t::e lacsiMi le signature of-, or :,:ay 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 issued under the provisions of Section 207 of this Article and the interest coupons to be attached thereto, the statement of validation and the provisions for registration and reconversion to be endorsed on the Bonds, shall be, respectively, substan- tially in the following forms, with such appropriate variations, omissions and insertions as may be required or permitted by this Resolution: No. SS,000 United States of America State of Florida City of Tamarac Water and Sewer Utility Revenue Bond, Series 1980 The City of Tamarac (herein called 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 bearer or, if this Bond be registered, to the registered owner hereof, on the 1st day of October, 19 (or earlier as hereinafter referred to) the principal sum of FIVE THOUSAND DOLLARS and to pay, solely from said special fund, interest there- on from the date hereof at the rate of per centum ( %) per annum until payment of such principal sum, such interest to the maturity hereof being payable semi- annually on the 1st days of April and October in each I I-- 3 0 • year. Both the principal of and the interest on this Bond are payable in any coin or currency of the United States of America which, on th,e respective dates of pay- ment thereof, is legal tender for the payment of public and private debts. The principal of this Ford, unless registered, and the interest hereon, unless this Bond be registered as to both principal and interest, are payable at , in the City of , , or at the option of the holder at , in Payment of the interest on this Bond to the maturity hereof will be made only upon presentation and surrender of the coupons, if any, representing such interest as the same respectively fall due; or, if this Bond be registered as to both principal and interest, payment of the interest on this Bond on any interest payment date will be made to the person appearing on the Bond registration books of the City as the registered owner hereof, such interest to be paid by check or draft mailed to the registered owner at his address as it appears on such registration books. The principal of this Bond if registered as to principal alone or as to both principal and interest is payable upon the presentation and surrender hereof as the same • becomes due at the principal office of the Bond Registrar. This Bond shall not be deemed to constitute a debt 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 City to levy or to pledge any form of taxation whatever therefor, and the holder of this Bond shall have no recourse to the power of taxation. This Bond is one of a duly authorized series of Revenue Bonds of the City known as "Water and Sewer Utility Revenue Bonds, Series 1980", consisting of Bonds maturing in annual installments on October l in the years 19 to , inclusive ("Serial Bonds"), and of Bonds maturing on the lst day of October, ("Term Bonds"), all of like date and issued for the purpose 11-4 • of providing funds, together with any other available funds, for paging the cost of acauirina the water trea�-ment and d'stributicn system and the wastewater collection and aisposal system owned by Tamarac i'tilities, Inc. and acquiri:g and constructing improvements to such systems. All of the Bonds of this series are issued under and pursuant to a resolution (herein called the "Resolution") duly adopted by the City Council of the City on , 1979, reference to which is hereby made for the provisions, among others, with respect to the custody and application of the proceeds of Bonds issued under the Resolution, the fund charged with and pledged to the payment of the principal of and the interest on the Bonds, the nature and extent of the security, 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 holders of the Bonds, and, by the acceptance of this Bond, the holder hereof assents to all the provisions of the Resolution. The Resolution provides for the issuance of addi- tional Bonds, on a parity with the Bonds of this series, from time to time, under the conditions, limitations and restrictions therein set forth, for the purpose of paying • all or a part of the cost of additions, enlargements, improvements and extensions of or to the Utility and for the purpose of refunding any Bonds issued by the City under the provisions of the Resolution. The Resolution also permits the City to borrow money from the State of Florida and enter into loan agreements for its repayment for the purpose of paying all or part of the cost of such additions, enlargements, improvements and extensions and to repay such borrowings from the revenues of the Utility after providing for the periodic principal, interest and reserve requirements of the Bonds. This Bond is issued and the Resolution was adopted 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. The Resolution provides for the fixing and charging by the City of rates and charges for the services of 0 II-5 the Utility sufficient to provide funds (a) to pay the cost of maintaining, repairing and operating the Utility, (b) to ;pray the principal of and the interest on the 3onds, (c) to create reserves for such purposes, and (d) r.o ma.e loan repayments to the State of Florida. The :%esolut'on also provides for the deposit of a sufficient amount of such revenues, over and above the amounts necessary to pay the cost of maintaining, repairing and operating the Utility, to the credit of a special fund, which fund is pledged to the extent set forth in the Resolution to the payment of the principal of and the interest on all Bonds issued under the Resolution. The Bonds of this series at the time outstanding which mature after October 1, 19 may be redeemed prior to their respective maturities, at the option of the City from any moneys that may be made available for such pur- pose, either in whole on any date not earlier than 1, 19 or in part on any interest payment date not earlier than , 19 , at the following redemption prices (expressed as percentages of the principal amount being redeemed) plus accrued interest to the redemption date: (here insert the times and prices). If less than all of the Bonds of any one maturity shall be called for redemption, the particular Bonds to be redeemed shall be selected by lot as provided in the Resolution. Any such redemption, either in whole or in part, may be made upon at least thirty (30) days' prior notice by publication and otherwise as provided in the Resolution, and shall be made in the manner and under the terms and conditions provided in the Resolution. On the date designated for redemption, notice having been published and filed and moneys for payment of the redemption price being held by the Fiscal Agent under the Resolution, all as provided in the Resolution, the Bonds so called for redemp- tion shall become and be due and payable at the redemption price provided for redemption of such Bonds on such date, interest on such Bonds so called for redemption shall cease to accrue, coupons maturing after such date shall be void, such Bonds shall cease to be entitled to any lien, benefit or security under the Resolution, and the holders or registered owners of such Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof. The holder of this Bond shall have no right to enforce the provisions of the Resolution, or to institute :action to enforce the covenants therein, or to ta;c� ar.�� action with respect to any event of de�aul , order t::? 3esolution, or to institute, appear in or defend any suit or other proceeding Y,iith respect thereto, except as provided in the Resolution. Modifications or alterations of the Resolution or of any resolution supplemental thereto may be made only to the extent and in the circumstances permitted by the Resolution. In certain events, on the conditions, in the manner and with the effect set forth in the Resolution, the principal of all the Bonds then outstanding under the Resolution may become or may be declared due and payable before the stated maturities thereof, together with the interest accrued thereon. This Bond may be registered as to principal alone or as to both principal and interest and, if registered as to both principal and interest, may be reconverted into a coupon Bond, in accordance with the provisions endorsed hereon and subject to the terms and conditions set forth in the Resolution. Subject to the provisions for registration endorsed hereon and contained in the Resolution, nothing contained in this Bond or in the Resolution shall affect or impair the negotiability of this Bond, and this Bond shall have, as between successive holders, all the qualities and incidents of a negotiable instrument under the laws of the State of Florida. 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. IN WITNESS WHEREOF, the City of Tamarac has caused this Bond to be signed by [bear the facsimile signature II-7 41 0 of] its Mayor and to be signed by [bear the facsimile 'r ratsimile of • is offi- signa�ure oL, its �it•� C� n.d a � �- � r vial seal to be im Tinted hereon., and the inter-st coupons attached hereto to be executed with the facsimile signature of said City Clerk, all as of the 15t day of 19 . (Seal) 0 CITY OF TAMARAC By Mayo r City Clerk STATEMENT OF VALIDATION This Bond is one of a series of bons which were validated by judgment of the Circuit Court for Broward County, rendered on 19_._ PROVISIONS FOR REGISTRATION AND RECONVERSION This Bond may be registered as to principal alone on books of the City kept by the Bond Registrar, upon presen- tation hereof to the Bond Registrar which shall make nota- tion of such registration in the registration blank below, and thereafter the transfer of this Bond may be registered 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 regis- tration of transfer to be made on such books and endorsed hereon by the Bond Registrar. Unless this Bond be regis- tered as to both principal and interest, such registration of transfer may be to bearer and thereby transferability by delivery shall be restored, but this Bond shall again be subject to successive registrations and registrations of transfer as before. The principal of this Bond, if regis- tered, unless registered to bearer, shall be payable only to or upon the order of the registered owner or his legal representative. Notwithstanding the registration of this Bond as to principal alone, the coupons shall remain payable to bearer and shall continue to be transferable by delivery. This Bond may be registered as to both principal and interest upon presentation hereof to the Bond, Registrar which shall detach and retain in its custody all unmatured coupons and all matured coupons, if any, not theretofore paid or provided for, and shall make notation of such registration as to both principal and interest in the registration blank below, and the transfer of this Bond may thereafter be registered 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 registration of transfer to be made on such books and endorsed hereon by the Bond Registrar; after II-9 0 L� such registration both the principal of and the interest on this Bond shall be payable only to or upon the order of the registered owner or his legal representative. TI-,is Bond, if converted into a bond registered as to both principal and interest, may be reconverted into a coupon Boni: upon presen- tation hereof to the Bond Registrar, accompanied by an instrument duly executed by the registered owner or his attorney or legal representative in such form as shall be satisfactory to the Bond Registrar; upon any such reconver- sion the Bond Registrar shall reattach hereto the coupons representing the interest to become due thereafter on this Bond to the date of maturity and the interest, if any, not theretofore paid and shall make notation in the registra- tion blank below whether this Bond is registered as to principal alone or is payable to bearer. Name of Signature Date of Registered Manner of of Bond Registration Owner Registration Registrar • (Form of Coupons) No. $ On 1, 19 , the City of Tamarac, Florida, will pay to bearer, unless the Bond mentioned below shall previously have become payable as provided in the Resolu- tion referred to in said Bond and provision for payment thereof shall have been duly made at , in the City of , or at the option of the bearer, at the principal office of in upon the presentation and surrender hereof, 11-10 11 the amount shown hereon in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private darts, solely from the special fund referred to in, and for t'ne semi-annual interest then due upon, its :•7aLer and Sewer Utility Revenue Bond, Series 1980, dated 1, 19—, No. Mayor Section 204. Ne otiabilit , Registration and Re is- tration of Transfer of Bonds. Title to any Bond, unless such Bond is registered in the manner hereinafter provided, and to any interest coupon shall pass by delivery in the same manner as a negotiable instrument payable to bearer. The City shall cause books for the registration and for the registration of transfer of the Bonds as provided in this Resolution to be kept by the Bond Registrar. At the option of the bearer, any Bond (but not any temporary Bond unless the City Council shall so provide) may be reg- istered as to principal alone on such books upon presenta- tion thereof to the Bond Registrar which shall make nota- tion of such registration thereon. Any Bond (but not any temporary Bond unless the City Council shall so provide) may be registered as to both principal and interest upon presentation thereof to the Bond Registrar, accompanied by all unmatured coupons and all matured coupons, if any, not theretofore paid or provided for, and the Bond Registrar shall make notation of such registration thereon and detach therefrom and retain in its custody all such coupons. The transfer of any Bond registered as to principal alone or as to both principal and interest may thereafter be registered 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 regis- tration of transfer to be made on such books and endorsed on the Bond by the Bond Registrar. Unless such Bond shall be registered as to both principal and interest, such reg- istration of transfer may be to bearer and thereby transfer- ability by delivery shall be restored, subject, however, to �] successive registrations and registrations of transfer asbefore. The principal of any Bond registered as to crincipal alone, unless registered Lo bearer, and the principal of any Bond registered as to both principal and interest shall be payable only to or upon the order of the registered owner or his legal representative, but the coupons appertaining to any Bond registered as to prin- cipal alone shall remain payable to bearer notwithstand- ing such registration. No charge shall be made to any Bondholder for the privilege of registration and regis- trations of transfer hereinabove granted, but any Bond- holder requesting any such registration or registration of transfer shall pay any tax or other governmental charge required to be paid with respect thereto. The Bond Registrar shall not be required to register the transfer of any Bond registered as to both principal and interest during the period of fifteen (15) days next preceding any interest payment date of such Bond or after such Bond has been selected for redemption. No Bond registered as to both principal and interest shall thereafter be discharged from registration except as provided in Section 206 of this Article. Section 205. Ownership of Bonds. As to any Bond registered as to principal alone or as to both principal and interest, the person in whose name the same shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of any such Bond shall be made only to or upon the order of the 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. The City, the Bond Registrar and the Paying Agents may deem and treat the bearer of any Bond which shall not at the time be registered as to principal or as to both principal and interest, and the bearer of any coupon appertaining to any Bond whether such Bond shall be registered as to principal or not, as the absolute owner of such Bond or coupon, as the case may be, whether such Bond or coupon shall be overdue or not, for the purpose of receiving payment thereof and for all other purposes whatsoever, and the City, the Bond Registrar and, the Paying Agents shall not be affected by any notice to the contrary. 0 Section 205. Reconversion of Bonds peoistered as to Both Princi,^al a^d 7nterest. any Boni re;ister_u as f�t� pr 1=1c 1 �- 1 and In Beres- illa`I be econver �ac: into a coupon Bond upon presen:.atlon t_-lereof to the Bonu Registrar, together with an instrument requesting such reconversion duly executed by the registered owner or his attorney or legal representative and in such form as shall be satisfactory to the Bond Registrar. Upon any such presentation the Bond Registrar shall reattach to such Bond the coupons representing the interest to become due thereafter on the Bond to the date of maturity and interest then due and unpaid, if any, and shall make notation thereon whether the Bond is registered as to principal alone or is payable to bearer. The Bondholder requesting any such reconversion shall pay any tax or other governmental charge required to be paid with respect to such reconversion, but no other charge shall be made in connection with such reconversion. The Bond Registrar shall not be required to reconvert any Bond under the provisions of this section during the period of fifteen (15) days next preceding any interest payment date of such Bond nor after such Bond has been selected for redemption. • Section 207. Authorization of Initial Series of Bonds. There shall be initially issued at one time, under and secured by this Resolution, Bonds of the City in an aggregate principal amount not exceeding Fifteen Million Dollars ($15,000,000) for the pur- pose of providing funds, together with any other available funds, for paying the cost of acquiring the ;eater and Sewer Utility and acquiring and constructing the Project. Said Bonds shall be dated, shall be stated to mature (subject to the right of prior redemption as hereinafter set forth) on the 1st day of October, in such year or years not more than forty (40) years after the date of the Bonds, shall have such Paying Agents and Bond Regis- trar and any Term Bonds shall have such Mandatory Amortiza- tion 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 of the City Council providing for the issuance of such Bonds. Each of the Bonds shall be executed substantially in the form and manner hereinabove set forth and shall be deposited with the City Manager for delivery but prior to or simultaneousry wit t e e ivery of the Bonds by the City Manager there shall be filed with the City Clerk the following: (a) a co?fir, cer_t`_!ze of this Resolution; (b) a copy, certified by the City Clerk, of the resolution of the City Council me ,one a ove provid- ing for the issuance of said Bonds; (c) a copy, certified by the City Clerk, of the resolution of the City Council, away ,ng said Bonds, specifying the interest rate of each such Bond and directing the delivery of such Bonds to or upon the order of the purchasers therein named upon payment of the purchase price therein set forth; (d) a copy, certified by the City Clerk, of the Agreement; (e) an opinion of the City Attorney stating that the signer is of the opinion (i) that the issuance of said Bonds has been duly authorized and that all con- ditions precedent to the delivery of such Bonds have • been fulfilled and (ii) that the City has acquired title in fee simple to, or perpetual easements for the purposes of, the Water and Sewer utility and all of the property necessary and incident thereto, free from all liens and encumbrances thereon and on the revenues thereof and defects of title except liens, encumbrances or defects of title which do not have a material adverse effect upon the City's right to use the Water and Sewer utility and properties for the purposes intended or which have been adequately guarded against by a bond or other form of indemnity; (f) a signed copy of the engineering report of the Consulting Engineers describing the Project; (g) an opinion of bond counsel of suitable re- putation and experience stating that the signer is of the opinion that the issuance of such Bonds has been duly authorized and that all legal conditions precedent to the delivery of such Bonds have been fulfilled. When the documents mentioned in clauses (a) to (g), inclusive, of this Section shall have been filed with the City Clerk and when said Bonds shall have been executed as required by this Resolution, the City Manager shall deliver said Bonds at one ti:^e to or ucon t;-ie order of the purchasers named in the resolution menticned in clause (c) of this Section, but only upon pavment to 4he City Manager of the purchase price of said Bonds. The City Manager shall be entitled to rely upon such resolution as to all matters stated therein. The proceeds (including accrued interest and any premium) of said Bonds shall be applied by the City Manager as follows: (1) the amount received as accrued interest on the Bonds and any premium shall be deposited to the credit of the Bond Service Account; (2) an amount equal to the Reserve Account Requirement shall be deposited to the credit of the Reserve Account; (3) amounts sufficient for the purpose shall be applied in accordance with the Agreement for the purpose of effecting the sale of the Water and Sewer utility to the City in accordance with the provisions of the Agreement or if such sale shall theretofore have been effected in accordance with the Agreement amounts sufficient for the purpose shall be applied to the retirement of any bond anticipation notes or other evidences of indebtedness theretofore issued or incurred by the City, together with any interest thereon, to provide moneys to effect said sale; and (4) the balance, shall be deposited to the credit of the Construction Fund and applied to the payment of the Cost of the Project. Section 208. Additional Bonds. In addition to the Bonds authorized under the provisions of Section 207 of this Article, Additional Bonds of the City may be issued under and secured by this Resolution, on a parity with the Bonds theretofore 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 all or any part of the cost of constructing or acquiring any Improvements. E Before any Additional Bcnds shall be issueu under the provisions cf this Section the Cit-Y Council sc"all a6c-0t a resolurion authorizing the issuance of such Additional Bonds, fixing the amount and the details t.:ereof, 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 redemption as hereinafter set forth) on the 1st 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 deposited with the City Manager for delivery, but before such Additional. Bonds shall be delivered by the City Manager, there shall be filed with the. City_ Clerk the following: (a) a copy, certified by the Ci- ty Clerk, of the resolution mentioned above; (b) a copy, certified by the Ci_��C1erk, 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 City Manager and approved by the Consulting Engineers, setting forth: (i) the amount of the Net Revenues for any four consecutive quarters in the preced- ing six quarters as shown in the quarterly reports mentioned in Section 709 of this Resolution, adjusted by adding the following: II-16 C� (1) in case the rates and charges for the services furnished by the water and Sewer Utility shall have been revised ana such revised rates and charges shall ha%7e gone into effect prior to the delivery of the Additional Bonds, the additional amount of Net Revenues which would have been real- ized 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 (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) a certificate signed by the Consulting Engi- neers 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 issuance of such Additional Bonds has been duly authorized and that all conditions precedent to the delivery of such Additional Bonds have been fulfilled; 0 II-17 • (f) an opinion of bond counsel of suitable reputation and experience stating that the signer is of the opinion that the issuance of such Addi- tional 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 men- tioned in said clause (b), but only upon payment to the City Manager 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 deliver such Additional Bonds un- less (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 in- cluding the Additional Bonds then requested to be delivered, as shown in item (ii) of such certificate, shall be not less than one hundred twenty-five per centum (125%), and (B) the percentage derived by dividing the amount of estimated future Net Revenues shown in item (ii) of the certificate mentioned in clause (d) of this Section by said maximum Principal and interest Requirements shall be not less than one hundred twenty-five per centum (125%). The proceeds (excluding accrued interest and any pre- mium) of such Additional Bonds 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 des- ignated and for application to the payment of the cost of such Improvements. All of the provisions of Article 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 0 0 for application to the first interest due on such Bonds. she City skull also save the cation of :.epOs_ti — a portion o= the proceeds of s:lc sends in t'ne Boi .: Seri; : ce Account for tr:e .11rpose of paying , nceresc on suc:: Ac a tional 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 resolu- tion of the City Council. Section 209. Refunding Bonds. Refunding Bonds may be issued under and secured by this Resolution, subject to the conditions hereinafter provided in this Section, from time to time for the purpose of providing funds for paying at maturity and redeeming all or any part of the outstanding Bonds of any one or more Series, including the payment of any redemption premium thereon and any interest which will accrue on such Bonds and any principal on Serial Bonds which will mature to the redemption date or stated maturity date or dates and any expenses in connection with such paying at maturity and redeeming. Before any Refunding Bonds shall be issued under the provisions of this Section the City Council shall adopt a resolution authorizing the issuance of such Refunding Bonds, fixing the amount and details thereof, and describing the Bonds to be paid and redeemed. Such Refunding Bonds shall be dated, shall be stated to mature (subject to the right of prior redemption as hereinafter set forth) on the 1st 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 Refunding Bonds. Except as to any differences in the maturities thereof or the rate or rates of interest or the provisions for redemption, such Refunding Bonds shall be on a parity with and shall be entitled to the same benefits and security under this Resolution as all other Bonds issued under this Resolution. Such Refunding Bonds shall be executed substantially 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 Refunding Bonds, and shall be deposited with the City Manager for delivery, but prior to or simultaneously with the delivery of such Refunding Bonds by the City Manager, there shall be filed with the Cif Clerk the following: II--19 old . (a) a copy, certified by the City Clerk, of the resolution mentioned above authorizing the issuance of such Refunding Bonds; (u) a core, certified by the City Clerk, of the resolution adopted by the City Council, awarding such Refunding Bonds, specifvirg the interest rate of each of such Refunding Bonds and directing the delivery of such Refunding Bonds to or upon the order of the purchasers therein named upon payment of the purchase price therein set forth; (c) an opinion of the City Attorney stat- ing that the signer is of the opinion that the issuance of such Refunding Bonds has been duly authorized and that all conditions precedent to the delivery of such Refunding Bonds have been fulfilled; (d) an opinion of bond counsel of suitable reputation and experience stating that the signer is of the opinion that the issuance of such Re- funding Bonds has been duly authorized and that all legal conditions precedent to the delivery of such Refunding Bonds have been fulfilled; • (e) such documents as shall be required by the City Attorney to show that provision has been duly made in accordance with the provisions of this Resolution for the payment or redemption of all of the Bonds to be paid or redeemed. When the documents mentioned above in this Sec- tion shall have been filed with the City Clerk and when the Refunding Bonds described in the resolutions men- tioned in clauses (a) and (b) of this Section shall have been executed as required by this Resolution, the City Manager shall deliver such Refunding 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 the City Manager of the purchase price of such Refunding Bonds. The City Manager shall be entitled to rely upon such resolution as to all matters stated therein. But the City Manager shall not deliver such Bonds unless either (A) the Principal and Interest Requirements for each Fiscal Year thereafter on account of all Bonds to be outstanding after the issuance of such Bonds and the payment and redemption of the Bonds Ii-20 to be paid and redeemed shall not exceed the Principal and Interest Reaui-_­p:nents for each such Fiscal Year on account of all Bards Outstanding i_� ediately prior to the issuance of such 30n,.is, including the Bonds to be Paid and redeemed, or (B) there shall be filed with the C• ity Clerk, a certificate signed by the City Manager, setting forth: (i) the amount of the Net Revenues for any four consecutive quarters in the preceding six quarters, as shown in the quarterly reports mentioned in Section 709 of this Resolution plus, 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 Refunding 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, (ii) the amount of the maximum Prin- cipal and Interest Requirements for any Fiscal Year thereafter on account of all Bonds deemed to be Outstanding after the delivery of the Bonds then requested to be delivered, and (iii) the percentage derived by dividing the amount set forth in item (i) of such certificate by the amount set forth in item (ii), which percentage shall be not less than one hundred twenty per centum (120%). The proceeds of such Bonds (excluding accrued interest and any premium) 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 to the first interest due on such Bonds. I-J LJ Section 210. Temporary Bonds. Until the defini- tive Bonds of any Series are ready for deli.,,ery, there -gay be executed, and t..e City Manager may 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 multiple thereof, substantially of the tenor hereinabove set forth, with or without coupons, and with or without the privilege of regis- tration as to principal or as to both principal and interest as the City Council may provide, and with appropriate omissions, insertions and variations as may be required. The City shall cause the definitive Bonds to be prepared and to be executed, endorsed and delivered to the City Manager, and the City Manager, upon presentation to him of any temporary Bond accom- panied by all unmatured coupons, if any, shall cancel the same or cause the same to be cancelled and authen-- ticate and deliver, in exchange therefor, at the place designated by the holder, without expense to the holder, 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 tem- porary Bond surrendered. Upon any such exchange, all coupons appertaining to the definitive Bonds and repre- senting interest theretofore paid shall be detached and cancelled by the City Manager. Until so exchanged, the temporary Bonds shall in all respects, including the privilege of registration if so provided, be entitled to the same benefit of this Resolution as the definitive Bonds to be issued and authenticated hereunder, and in- terest on such temporary Bonds, when payable, if the definitive Bonds with interest coupons shall not be ready for exchange, shall be paid on presentation of such tem- porary Bonds and notation of such payment shall be endorsed thereon, or such interest shall be paid upon the surrender of the appropriate coupons if coupons representing such interest shall be attached to such temporary Bonds. Section 211. Mutilated, Destroyed or Lost Bonds. In case any Bonds secured hall become mutilated or be destroyed or lost, the City may cause to be exe- cuted, and the City Manager may deliver, a new Bond of like date, number and tenor in exchange and substi- tution for and upon the cancellation of such mutilated Bond and its interest coupons, if any, or in lieu of and in substitution for such Bond and its coupons, if any, 0 II-22 dYs �r c�7ed cz lost, upon the holier' s day - the mason- - able eYi e;:se and c:ha; yes of the C'_ ky ; n connect ion t :ar�w j and, i- the case of a 3or.G destroye�f or lost, his filing with the City =Tanager evidence satisfactory to him that such Bond and coupons, if any, were destroyed or lost, and of his ownership thereof, and furnishing the City with indemnity satisfactory to it. Section 212. Filin s with Fiscal A ent. The documents required to be filed with the Cit Clerk under Sections 207, 208 and 209 of this Article shall also be filed with the Fiscal Agent but such filing with the Fiscal Agent shall not be a condition precedent to the delivery of the Bonds authorized to be issued under said Sections 207, 208 and 209. 0 11-23 C ARTICLE III. Ro•a eimnp tlon of Bonds. Section 301. Rede^notion Generally. The Bonus of each Series issued under the provisions of this Resolution shall be subject to redemption, either in whole or in part and at such times and prices, as may be provided by resolution 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 is- sued under the provisions of this Resolution and then outstanding shall be (i) a redemption of all the Bonds of one or more Series from the proceeds of Refunding Bonds issued under the provisions of Section 209 of this Resolution or from any moneys otherwise made avail- able for the purpose, or (ii) a redemption subject to the provisions of Section 508 of this Resolution. If less than all of the Bonds of any one maturity of a Series shall be called for redemption, the particu- lar Bonds to be redeemed shall be selected by lot by the City Manager in such manner as the City Manager in his discretion may determine. Section 302. Redemption Notice. At least thirty (30) days before the redemption date, a notice of any such redemption, either in whole or in part, signed by the City Manager, (a) shall be published once in a Daily Newspaper of general circulation 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, (b) shall be filed with the Paying Agents and the Fiscal Agent and (c) shall be mailed, postage prepaid, to all registered owners of Bonds to be redeemed at their addresses as they appear on the regis- tration 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 having een published and filed in the :Wanner and under the conditions hsreinabove 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 re- demption price being held in separate accounts by the Fiscal Agent 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, the coupons for interest thereon payable subsequent to the redemption date shall be void, 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 have no rights in respect thereof except to receive payment of the redemption price thereof. Section 304. Matured Coupons. All unpaid in- terest coupons which appertain to Bonds so called for redemption and which shall have become payable on or prior to the date of redemption designated in such notice shall continue to be payable to the bearers severally and respectively upon the presentation and surrender of such coupons. Section 305. Cancellation. Bonds so called for redemption and all unmatured coupons appertaining there- to shall be cancelled upon the surrender thereof. Section 306. Bonds Called for Redemption or Payment Provided Therefor Not Outstanding. Bonds which have been duly called for redemption under the provi- sions of this Article, or with respect to which either irrevocable instructions to call for redemption or to pay at their respective maturities and mandatory redemp- tion dates or any combination of such redemption and payment have been given by the City to an appropriate fiduciary institution acting as escrow agent, in form satisfactory to him and for the payment of the redemp- tion 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 III-2 at such rates and ioaturing (without option of prior . a-i,itent) at Suci1 c_iates that the C:rocee:-js thereo% O:iU .1yi 3 of the bonus to be redeemeu ar.0 uaia, a,Li a� pr::viaeo in this Resolution, shall not be deemed to be outstand- ing under the provisions of this Resolution and shall cease to be entitled to any nenefit or security under this Resolution other than to receive payment from such moneys. E ARTICLE IV. Construction Fand. Section 401. Construction Fund. A special fund is hereby created and designated Tamarac Water and Sewer Utility Construction Fund" (herein sometimes called the "Construction Fund") which shall be held by the Fiscal Agent and to the credit of which there shall be deposited the amounts specified in paragraph (4) of Section 207 and the last paragraph of Section 208 0 &ihis Resolution. The moneys in the Construction Fund shall be held by the Fiscal Agent in trust and applied to the payment of the Cost of the Project or any Improvements 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 as herein provided. Moneys in the Construction Fund may also be applied, if necessary, to make any payments or deposits required in connection with the completion of the acquisition of the Water and • Sewer Utility. Section 402. Revolving Fund. The City may withdraw from the Construction Fund upon its requisitions therefor, signed by the City Manager and the Mayor and filed with the Fiscal Agent, at one time or from time to time, a sum or sums aggregating not more than Fifty Thousand Dollars ($50,000) exclusive of reimbursements as hereinafter in this Section authorized, such sums and such reimbursements to be used by the City as a revolving fund for the payment of items of cost referred to in Section 403 of this Article which can not conveniently be paid as herein otherwise provided. The revolving fund shall be reimbursed from time to time for such items of cost so paid by payments from the Construction Fund upon requisitions of the City, similarly signed and filed, specifying the payee and the amount and purpose of each payment from the revolving fund for which such reimbursement is requested, accompanied by a certifi- cate, similarly signed, certifying that each such item so paid was a necessary item of cost and that such item could not conveniently be paid except from such revolving fund, and also accompanied by the written approval of such cer- tificate by the Consulting Engineers. 0 IV-1 Section 403. Payments from Construction Fund. Pay- ments from the Construction Fund, except transfers and payments under the provisions of Section 402 of this Article, shall be made in accordance with the provisions of this Sec- tion. 3afore any such payments shall be made t e City shall file with the Fiscal ?gent. (a) a requisition, signed by the City Manager and the Mayor, stating in respect of each such payment: (1) the item number of the payment, (2) the name of the person, firm or corpora- tion to whom payment is due, ( 3 ) the amount to be paid, and (4) the purpose by general classification for which the obligation to be paid was incurred; (b) a certificate, signed by the City Manager or the officer or officers duly designated by him for such purpose and attached to the requisition, certifying: . (1) that obligations in the stated amounts have been incurred by the City and that each item thereof is a proper charge against the Construc- tion Fund and has not been paid, (2) that there has not been filed with or served upon the City notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive payment of, any of the moneys pay- able to any of the persons, firms or corporations named in such requisition, which has not been re- leased or will not be released simultaneously with the payment of such obligation, (3) that such requisition contains no item representing payment on account of any retained percentages which the City is at the date of such certificate entitled to retain; and (c) a certificate, attached to such requisition and signed by the Consulting Engineers, certifying their approval thereof. IV-2 Upon receipt of each such requisition and accompanying certificates the Fiscal Agent shall withdraw from the Con-- stYuccion Duna aerosit with t. e commercial dapartmeni t_ e Fiscal Agent for t:1e credl t of a special account 1 tae r,aT6 of the City, anamount equal to t--- total of the amounts to be paid as set forth in such requisition, the amount so deposited to be used solely for the payment of the obligations set forth in such requisition. In making such withdrawals and deposits the Fiscal Agent may rely upon such requisitions and accompanying certificates. Each such obligation shall be paid by check drawn on such special account and signed by a properly authorized officer or officers of the City and having the same identifying number as the number stated in the requisition for such obligation. Moneys deposited to the credit of such special account shall be deemed to be a part of the Construction Fund until paid out as above provided. If for any reason the City should decide prior to the payment of any item in a requisition not to pay such item, the City shall give notice of such decision to the Fiscal Agent, and thereupon the City shall pay the amount of such item by check drawn on such special account to the Fiscal Agent for the credit of the Construc- tion Fund. • Section 404. Cost of Project or Im rovements. For the purposes of this Article, the Cost of the Pro- ject or any Improvements to be constructed or acquired shall include, without intending thereby to limit or to restrict or to extend any proper definition of such Cost under the provisions of this Resolution, the following: (a) obligations incurred for labor and ma- terials and to contractors, builders and material -- men in connection with the construction of enlarge- ments, improvements and extensions, for machinery and equipment, and for the restoration of property damaged or destroyed in connection with such con- struction and for the relocation of water and sewer lines occasioned by road construction and for the demolition and disposal of structures necessary or desirable in connection with such construction or the operation of the Water and Sewer Utility; (b) interest accruing upon any Bonds prior to the commencement of and during construction or for any additional period as may be authorized by law if so provided, and subject to any limita- tion, in the resolution providing for, or author- izing, the issuance of such Bonds; 0 Iv-3 • (c) the cost of acquiring any waterworks or sewage system now serving any portion of the City and territory ad jacent thereto, cr any parr of suc:: s•:stam, eithef within or without or nertiy within and partly wit::out the corporate limits of the City; (d) the cost of acquiring by purchase and the amount of any award or final judgment in any proceeding to acquire by condemnation, such land, structures and improvements, property rights, rights -of -way, franchises, easements, and other interests in lands necessary or convenient in con- nection with such construction or with the operation of the Water and Sewer Utility, and the amount of any damages incident thereto; (e) expenses of administration properly chargeable to such construction or acquisition, legal, architectural and engineering expenses and, fees, cost of audits and of preparing and issuing the Bonds, fees and expenses of consultants, financ- ing charges, fees and expenses of the Fiscal Agent for their services under this Article, taxes or other governmental charges lawfully assessed during con- struction, premiums on insurance in connection with construction, the cost of funding the Reserve Account and all other items of expense not elsewhere in this Section specified, incident to the financing, con- struction or acquisition of the Project or any Im- provements and the placing of the same in operation; and (f) any obligation or expense incurred by the City for any of the foregoing purposes, within five years from the date of delivery of the Bonds pursuant to Sections 207 and 208 of this Resolution, including the cost of materials, supplies or equip- ment furnished by the City in connection with the acquisition of the Water and Sewer Utility or the acquisition and construction of the Project or any Improvements and paid for by the City out of funds other than moneys in the Construction Fund. Section 405. Title to Properties Ac uired. The City further covenants that the Project and any Improve- ments will be constructed on or under land which is owned or can be acquired by the City in fee simple or over or Iv-4 0 under which the City shall have acquired or can acquire either by, long term lease or by perpetual ease--Men-Ls for t :e purposes Of t::e :dater and Sewef Jtit'ty, free from all lie ;s, encumbrances and defects of title :which ha•%e a materially adverse effect upon the City's right to use such lands or properties for the purposes intended or which have been adequately guarded against by a bond or other form of indemnity, or lands, including public streets and highways, the right to use and occupy which for such purposes shall be vested in the City by law or by valid rights of way, easements, franchises or licenses. section 406. Audits. The City covenants that, at least once in each six (6) months until the acquisition ..of the Project or any Improvements shall have been com- pleted, it will cause an audit to be made by the Accountant covering all receipts and moneys then on deposit with or in the name of the Fiscal Agent or the City and the security held therefor, and all disbursements made pursuant to the provisions of this Article. Reports of each audit shall be filed with the Fiscal Agent and the Consulting Engineers. Copies of such audit reports shall be filed with the City Clerk. Section 407. Dis osition of Construction Fund Balance. When the construction of the Project or any Improvements shall have been completed, which fact shall be evidenced to the Fiscal Agent by a certificate stating the date of such completion, signed by the Consulting Engineers the balance in the Construction Fund not reserved by the City for the payment of any remaining part of the Cost of the Project or such Improvements shall be transferred by the Fiscal Agent to the credit of the Renewal and Replacement Fund. 40 IV-5 0 ARTICLE V. Revenues and Funds. Section 501. Water and Sewer Rates. The City covenants that schedules of rates for water and sewer service by the Water and Sewer Utility will be adopted by the City Council prior to or simultaneously with the issuance of the Series 1980 Bonds and that such schedules will not be revised except as hereinafter provided in this Article and except that there shall be no restriction on increasing rates at any time. Section 502. Rate Covenant. The City further cove- nants that it will fix, charge and collect rates and charges for the use of the services and facilities furnished by the Water and Sewer Utility and that from time to time, and as often as it shall be necessary, it will adjust such rates and charges by increasing or decreasing the same or any selected categories of rates and charges so that the Reve- nues will 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 (100%) of the Current Expenses of the • Water and Sewer Utility for the current Fiscal Year, (b) one hundred twenty-five per centum (125%) of the Principal and Interest Requirements for the current Fiscal Year, and (c) one hundred per centum (100%) of the Reserve Account Deposit Requirement for the current Fiscal Year. The City further covenants that if at any time the Revenues shall not be sufficient to provide such amounts, it will revise the rates and charges for the services and facilities furnished by the Water and Sewer Utility and, if necessary, it will revise its regulations in relation to the collection of bills for such services and facilities, so that the rates and charges collected in the current and each subsequent Fiscal Year will result in Revenues sufficient to provide such amounts. The City covenants that if in any Fiscal Year the Revenues shall not have been sufficient to provide the amounts set forth in the first paragraph of this Section, it will before the 1st day of November of the following Fiscal Year request the Consulting Engineers or the Utility Rate Consultant to make their recommendations as to a revision of the rates and charges for the use of the services and facilities furnished by 0 V-1 5 the _-'ter an,:'Sawer :tility and cc::4-s of �� ,dµ a' c� 1 Wit, t'e :i w_.a(-e-- an: .e fiscal Agent. In the event that the City shall fail to ad"ust the schedule of rates and charges in accordance with the provisions of this Section, the Fiscal Agent may and upon the written 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 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 judg- ment, order or decree entered in any such suit, action or proceeding. Section 503. Annual Bud et. 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 sometimes called the "Annual Budget"). Copies of the Annual Budget • shall be filed with the City Clerk, the Fiscal Agent and mailed by the City to all Bondholders who shall have filed their names and addresses with the City Clerk for such purpose. If for any reason the City shall not have adopted the Annual Budget before the first day of any Fiscal Year, the Annual Budget for the preceding 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 sup- plemental 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 Clerk, the Fiscal Agent and mailed by the City to all Bondholders who shall have filed their names and addresses with the City Clerk for such purpose. The City further covenants that the amount ex- pended for Current Expenses in any Fiscal Year will V- 2 • not exceed the reasonable and necessary amount there- of, and that it will not expend any amount for main- tenance, repair and oneratier^, c= the Water and Sewer utiiit� in eycess of the total amount provided -or 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 deposited 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. Sinkinc j and Other Funds. A special fund is hereby created and designated "Tamarac Water and Sewer Utility Revenue Bonds 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", "Mandatory Redemption Account", and "Reserve Account" respectively. Four addi- tional special funds are hereby created and designated "Tamarac State Pollution Control Loan Repayment Fund" (herein called the "Loan Repayment Fund"), "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" and "Tamarac General Reserve Fund" (herein called the "General Reserve 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 (except for the moneys held in the Loan Repayment Fund) be subject to a lien and charge in favor of the holders of the Bonds issued and outstand- ing under this Resolution and for the further security of such holders until paid out or transferred as herein provided. The City Manager and the Mayor shall, on or before the 20th day of the month next succeeding the month in which Bonds are issued under the provisions of Section 207 of this Resolution and not later than the 20th day of each month thereafter, withdraw an amount equal to the balance 0 V-3 C� re -a • ^ir in }"e oeven,ue Fun:3 on the last day of the p race:; in. ionth. less an amount- (to �e held for the payment .g � -.;rrent _E'xr+enses) equal to the amount TiE'GdSS a':Y' for C:rre^'t Expenses during the next ensuing two (2) months as dete",- mined by the City Manager, 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 such interest payment) and beginning October 19_ 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 207, 208 or 209 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 i 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 Mandatory Redemption Account an amount equal to one -twelfth (1/12th) of the principal amount of Mandatory Term Bonds of each Series then outstanding required to be retired, in satisfaction of the Mandatory Amortization Require- ments, if any, for such Bond Year, plus the premiums, if any, on the principal amount of Mandatory Term Bonds which would be payable in such Bond Year if such principal amount of Mandatory Term Bonds were to be redeemed prior to their respective maturities from moneys held for the credit of the Sinking Fund; V- 4 f c) cre`� it _ the Accoun'_", such amount, if an'v, Oy any talance ra.mai-11_^1y 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 Loan Repayment 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 therein equal to the Monthly State Loan Requirement, if any; (e) to the credit of the Renewal and Replace- ment Fund, such amount, if any, of any balance remaining after making the deposits under clauses (a), (b), (c) and (d) 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 (f) to the credit of the in Lieu of Tax Fund beginning in the month following the month in which the Series 1980 Bonds are issued and ending in the month of September, 1980 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, 1980 an amount equal in each month to one -twelfth (1/12) of four per centum (4%) of the revenues of the Water and Sewer Utility derived solely from water and sewer billings during the preced- ing Fiscal Year; and v-5 0 (g) to the credit of the General Reserve Fund, the balance, if any, remaining after making the de.osits under clauses (a) , (b),, (c) , (d) , (e) and !f) above. If the amount deposited in any month to the credit of any of the Accounts or Funds mentioned in (a) to (e), inclusive, above shall be less than the amount required to be deposited under the foregoing provisions of this Section, the requirement 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. Any moneys received by the City from payments on special assessments for water and sewer improvements, contributions in aid, plant capacity charges and connec- tion charges shall be deposited to the credit of the General Reserve Fund. Section 506. Payment of Current Expenses. 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. Application of Moneys in Bond Service Account. The City Manager and the Mayor 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 and (b) deposit in trust with the Paying Agents the amounts required for paying 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 Mandator Redem tion Account. Moneys held for the credit ot the Mandatory Redemption Account shall be applied to the retirement of the Mandatory Term Bonds issued under the provisions of this Resolution as follows: V-6 (a) Subject to the provisions of paragraph (c) of this Section, the City Manager may purchase any Mandatory Term Bonds secured hereby and then outstanding, whether or not such mandatory 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 Mandatory Term Bonds plus the amount of the redemption premium, if any, which might on the next redemption date be paid to the holders of such Mandatory Term Bonds under the provisions of Article III of this Resolution if such Mandatory Term Bonds should be called for redemption on such date from moneys in the Sinking Fund. The City Manager shall pay the interest accrued on such Mandatory Term Bonds to date of settlement therefor from the Bond Service Account and the purchase price from the Mandatory Redemption Account, but no such purchase shall be made by the City Manager within the period of forty-five (45) days next preceding any interest. payment date on which such Mandatory 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 • Mandatory Term Bonds. (b) Subject to the provisions of Article III of this Resolution and paragraph (c) of this Section, the City Manager may call for redemption on each interest payment date on which Mandatory Terri Bonds are subject to redemption such amount of such Manda- tory Term Bonds as, with the redemption premium, if any, will exhaust the moneys which will be held for the credit of the Mandatory 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 Mandatory Term Bonds shall be called for redemption at any one time unless a lesser amount shall be required to satisfy the Mandatory Amortization Requirement for any Bond Year. Such redemption shall be made pursuant to the provisions of Article III of this Resolution. The City Manager 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 V-7 0 interest on, and the principal and redemption premium of, the Mandatory Term Bonds so called for redemption. (c) Moneys held by the City Tanager in the M_=ndatory :.edemption ,account shall he applied d« the Cite ?Manager each Bond Near to the retirement of Bonds of each Series then outstanding in the following order: First: the Mandatory Term Bonds of each such Series to the extent of the Mandatory Amortization Requirement, if any, for such Fiscal Year for such Mandatory Term Bonds, plus the applicable premium, if any, and any deficiency in any preceding Fiscal Years in the purchase or redemption of such Mandatory Term Bonds under the provisions of this subdivision and, if the amount available in such Fiscal Year shall not be sufficient therefor, then in proportion to the Mandatory Amortization Requirement, if any, for such Fiscal Year for the Mandatory Term Bonds of each such Series then outstanding, plus the applicable premium, if any, and any such deficiency. • Second: Term Bonds of each Series, if any, in such manner as the City Manager shall deter- mine results in the greatest economic benefit tc the City. 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 City Manager shall file with the City Council a statement briefly describing such Bonds and setting forth the date of their purchase or redemption, the amount of the purchase price or the redemption price of such Bonds and the amount paid as interest thereon. The expenses in connection with the purchase or redemption of any Bonds shall be paid by the City from the Revenue Fund. 0 V-8 t 7 Section 509. Application of Mon.evs in Reserve Account. onevs held for the credit of the Reserve Account shall u firs; be usa:3 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 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 Mandatory Redemption Account pursuant to the requirements of clause (b) of Section 505 of this Resolution whenever and to the 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 any time the moneys held for the credit of the Reserve Account shall exceed the Reserve Account Requirement, such excess shall be withdrawn by the City Manager and deposited to the credit of the Revenue Fund. Section 510. Application of Moneys in the Loan Re2ayment Fund. Moneys held for the credit of the Loan Repayment Fund may be withdrawn and transferred from time to time in order to satisfy the Monthly State Loan Requirement. Moneys held for the credit . of the Loan Repayment Fund will be deemed to be held in trust solely for application to satisfaction of the Monthly State Loan Requirement. Section 511. Ap2lication 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 certif- icate 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 im rovements to the Water and Sewer Utility, the cost of unusual or extraordinary maintenance or repairs, the cost of renewals and replace- ments 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. V-9 !. due and payable, or (b) the payment of the principal of such Bonds at their maturities, or (c) the payment of the purchase cr redemption price of such Bonds be- fore their maturity and such moneys are heresy pledged to and charged with the payments mentioned in this Section. Section 515. Moneys Held in Trust. All moneys which the City Manager shall have withdrawn from the Sinking Fund or shall have received from any other source and deposited with the Paying Agents, for the purpose of paying any of the Bonds hereby secured, either at the maturity thereof or upon call for redemption, or for the purpose of paying any maturing coupons apper- taining to any of the Bonds hereby secured, shall be held in trust for the respective holders of such Bonds or coupons. But any moneys which shall be so set aside or deposited by the City Manager and which shall remain unclaimed by the holders of such Bonds or of such coupons for the period of six (6) years after the date on which such Bonds or such coupons shall have become due and payable shall upon request in writing be paid to the City or to such officer, board or body as may then be . entitled by law to receive the same, and thereafter the holders of such Bonds or coupons shall look only to the City or to such officer, board or body, as the case may be, for the payment and then only to the extent of the amounts so received without any interest thereon, and the Paying Agents shall have no responsi- bility with respect to such moneys. Section 516. Cancellation of Bonds and Coupons. All Bonds paid, redeemed or purchased, either at or before maturity, together with all unmatured coupons, if any, appertaining thereto, shall be cancelled upon the payment, redemption or purchase of such Bonds and shall be delivered to the City Manager when such payment, redemption or purchase is made. All coupons, which are paid by the Paying Agents, shall be cancelled upon their payment and delivered to the City Manager. Except for such coupons, all Bonds and coupons cancelled under any of the provi- sions of this Resolution shall be destroyed by the City Manager, who shall execute a certificate in duplicate describing the Bonds and coupons so destroyed except that the numbers of the Bonds to which such coupons appertain may be omitted unless otherwise directed by the City, and one executed certificate shall be filed with the 46 V-12 City Clerk and the other executed certificate shall be '?etatnenby ti:e City Manager. Tie coupons so paid by t:ie ?aV;ng i �'.^. sr:ul" ? C3stiGy2. by -he Ult`I _'ic nuGer or the City '-Ianacer shall cause such coupons tc be de- stroyed, and the City Manager s".all execute a certificate in triplicate describing the coupons so destroyed except that the numbers of the Bonds to which such coupons appertain may be omitted unless otherwise directed by the City, and one executed certificate shall be filed with the Ci_ty_Clerk and another with the City Manager and the third executed certificate shall be retained by such Paying Agent. 11 0 V-13 • .. ARTICLE VI. aries o` moneys, Securi=y C- De'cs__S and Inver ^tent of r onus . Section 601. Security for Deposits. All moneys received by the City under the provisions of this Resolu- tion shall be held either by the City Manager in accord- ance herewith or shall be deposited with a Depositary or Depositaries, shall be held in trust, shall be applied only in accordance with the provisions of this Resolution and shall not be subject to lien or attachment by any creditor of the City. All moneys held by the City Manager or deposited with any Depositary hereunder in excess of the amount guaranteed by the Federal Deposit Insurance Corporation or other Federal agency shall be continuously secured for tihe benefit of the City and the holders of the Bonds, either (a) by lodging with a bank or trust company approved by the City as custodian, or, if then permitted by law, by setting aside under control of the trust department of • the bank holding such deposit, as collateral security, Government Obligations, or, with the approval of the City Manager, other Investment Obligations eligible as security for the deposit of trust funds under appli- cable regulations of the Comptroller of the Currency of the United States or applicable State of Florida law or regulations, 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 (a) of this Section is not permitted by applicable law, in such other manner as may then be required, or permitted by applicable State of Florida or Federal laws or regulations regarding the security for, or granting a preference in the case of, the deposit of trust funds; provided, how- ever, that it shall not be necessary for the Paying Agents to give security for the deposits of any moneys with them for the payment of the principal of or the redemption premium or the interest of any Bonds issued hereunder, or for the City Manager to give security for any moneys which shall be represented by obligations pur- chased under the provisions of this Article as an in- vestment of such moneys. VI-1 0 7 All monevs held by the City Manager and deposited -.;ith each Depositary shall ce credited to tt:e par�icul,r Fund or Account to which. such :r.pneys belon Section 602. Investment of Mon_evs. moneys held for the credit of the Construction Fund, the Revenue Fund, the Bond Service Account, the Mandatory Redemption Account, the Renewal and Replacement Fund, the In Lieu of Tax Fund, the General Reserve Fund and the Loan Repayment Fund, shall, as nearly as may be practicable, be continu- ously invested and reinvested by the City Manager in In- vestment 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 respective dates when moneys held for the credit of said Funds and Accounts will be required for the purposes intended, or in Time Deposits; provided, however, that each such Time Deposit shall permit the moneys so placed to be available for use at the times provided above. Moneys held for the credit of the Reserve Account shall, as nearly as may be practicable, be continuously invested and reinvested by the City Manager in Investment Obligations, which Investment Obligations shall mature, or shall be subject to redemption by the holder thereof at the option of such holder, not later than ten (10) years after the date of such investment, or in Time Deposits, provided, however, that each such Time Deposit shall permit the moneys so placed to be available for use at the times provided above. Investment Obligations and Time Deposits so pur- chased as an investment of moneys in any such Fund or Account shall be deemed at all times to be part of such Fund or Account. The interest accruing thereon and any profit realized from such investment shall be credited to such Fund or Account and any loss result- ing from such investment shall be charged to such Fund or Account, provided, however, that interest accruing on and any profit realized from the invest- ment of moneys in the Renewal and Replacement Fund and the General Reserve Fund shall be deposited to the credit of the Revenue Fund. The City Manager shall sell or present for payment or redemption any Investment Obligations so acquired whenever it shall be necessary so to do in order to provide moneys to meet any payment 0 VI-2 rI L from such Fund or Account. Neither the City Manager nor agenc thereof shall be liacle or res2_0-sible _cr loss resul, 4,-a from any such invJeistmen4. 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 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 obliga- tion 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 IDthe 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 invest- ments in the Reserve Account. • VI-3 • .. ARTICLE VII. Particular Covenants. Section 701. Pavment of Principal, interest =::c Premium. The City covenants that it wiil prcmptiy 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 Resolu- tion shall not be deemed to constitute a debt of the City or a pledge of the faith and credit of the City but such Bonds shall be payable solely from the fund provided therefor from 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; Opera- tion of Water_ and Sewer Utility. The City covenants that it will construct, the Project and any Improvements for the construction of which Bonds shall be issued under the provisions 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 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 Manager to insure performance of such contract marketable securities having a market value equal to the amount of such contract and eligible as VI 1-1 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 grill forthwith, upon receict of such croceeds, by applies? toward the completion of the contract i- 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 ex- cess 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 compensation, salaries, fees and wages paid by it 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 condition and will make all necessary repairs, renewals and replacements, and that it will comply with all valid acts, rules, regulations, orders and direc- tions of any legislative, executive, administrative or judicial body applicable to the Water and Sewer Utility. Section 703. Covenant Against Encumbrances. The City further convenants that, from the Revenues, it will pay all governmental charges lawfully levied or assessed upon the Water and Sewer Utility or any part thereof or upon any 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, mate- rials, 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 0 VII-2 • nothing contained in this section shall require the City to ?ay or cause to be discharged, or make provision for, any such 1 i?n or cnarwe so long as the validity thereof shal � :je contested in ,food faith and "by iate 1e,al proceevii;s. Section 704. Emplovment of Consultinq Engineers. The City covenants and agrees that so long as any Bonds are outstanding under this Resolution, it will employ an independent engineer or engineering firm or corpora- tion having a favorable repute for skill and experience in the construction and operation of waterworks and sewer systems. Except for any fees and expenses in- curred under the provisions of Section 403 of this Resolution, the cost of employing Consulting Engineers 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 prepare and file with the City and the Fiscal Agent on or before the lst day of August in each year a report setting forth their recommendations as to any necessary or advis- able revisions of rates and charges, their statement as to the quality of the maintenance of the Water and Sewer Utility and such other advice and recommendations as they may deem desirable and it shall be the duty of the Consulting Engineers to include in such report their recommendations as to the amount that should be deposited monthly during the next Fiscal Year to the credit of the Renewal and Replacement Fund for the purposes set forth in Section 511 of this Resolution together with their recommendations as to the respective amounts to be applied�to capital ex^enditure items and to extraor inary maintenance items. The City further covenants that the Consulting Engineers shall at all times have free access to all properties of the Water and Sewer Utility and every part thereof for the purposes of inspection and examination, and that its books, records and accounts may be examined by the Consulting Engineers at all reasonable times. The City may employ a Utility Rate Consultant to provide as appropriate certain of the report information required by this Section. Section 705. Employment of Accountant. The City covenants and agrees that it will for the purpose of performing and carrying out the duties imposed on the Accountant by this Resolution employ a certified public accountant or firm of certified public accountants of suitable experience and responsibility. VII-3 . Section 706. Insurance. The City covenants that it will at all times carry insurance, in a responsible insurance comcany or companies authorized and qualified under the lags oy the State of Florida to assures t:e risk thereof, covering such properties belonging to the t1ater and Sewer Utility as are customarily insured, and against loss or damage from such causes as are customarily insured against, by companies engaged in similar business. All such policies shall be for the benefit of the City, shall be made payable to the City and shall be deposited with the City Manager, and copies of such policies shall be filed with the Fiscal Agent and the City Manager shall have the sole right to receive the proceeds of such policies and to collect and receipt for claims thereunder. The proceeds of any and all, such insurance shall be deposited by the City Manager in the.name of the City in a Depositary. The City covenants that, upon any loss or damage to any properties of the Water and Sewer Utility resulting from any cause, whether or not such loss or damage shall be covered by insurance, it will proceed with the repairing, replacing or reconstructing (either in accordance with the original or a different design) of the damaged or destroyed property, and that it will forthwith commence and diligently prosecute the repair, replacement or reconstruction of the damaged or destroyed property unless it shall determine after consultation with the Consulting Engineers that the repair, replacement or reconstruction of such property is not essential to the efficient operation of the hater and Sewer Utility. The proceeds of all insurance referred to in this Section shall be available for and shall, to the extent necessary, be applied to the repair, replacement or reconstruction of the damaged or destroyed property, and shall be paid out in the manner hereinabove provided for payments from the Construction Fund. If such pro— ceeds are more than sufficient for such purpose, the balance remaining shall be deposited to the credit of the Renewal and Replacement Fund. If such proceeds shall be insufficient for such purpose, the deficiency may be supplied out of any moneys in the Renewal and Replacement Fund. VI 1-4 0 All insurance policies shall be open to the inspec- tion of the Fiscal Agent and the Bondholders and their recresentatives at all reasonable tias. The Citv Ianaaer is heresy authorized in the name of the Ci-1 to demanc, collect, s,ae and receipt for the insurance money which may become due and payable under any policies payable to it. Any appraisement or adjustment of any loss of damage and any settlement or payment of indemnity therefor which may be agreed upon between the City and any in- surer shall be evidenced to the City Manager by a certificate signed by the officer or officers of the City responsible for managing the Water and Sewer Utility. Notwithstanding the foregoing provisions of this section, the City may institute and maintain fiscally sound and prudent self-insurance programs with regard to such risks as shall be consistent with the recommendations of a qualified and regionally recognized insurance con- sultant. Section 707. Use of Revenues. The City cove- nants and agrees that, so Iong as any of the Bonds secured hereby shall be outstanding, none of the Reve- nues will be used for any purpose other than as provided in this Resolution, and that no contract or contracts will be entered into or any action taken by which the rights of holders of the Bonds might be impaired or diminished. Section 708. Separate S stems. The City covenants and agrees that, so Tong as any of the Bonds secured here- by shall be outstanding, it will not incur any obligation or indebtedness nor issue any bonds for the purpose of paying the cost of acquisition of any water or sewer system or water and sewer system which system shall remain separate from the Water and Sewer Utility unless such obligation, indebtedness or bonds shall not be superior to the Bonds issued pursuant to this Resolution as to payment from the revenues of such separate system. Section 709. Records, Accounts and Audits. The City covenants that it will keep the funds, accounts, moneys and investments of the Water and Sewer Utility separate from all other funds, accounts, moneys and investments of the City or any of its departments, and that it will keep accurate records and accounts of all items of costs and of all expenditures relating to the 0 VII-5 Payments from the Renewal and Replacement Fund, except the withdrawal which the City is authorized to snare as sere inaf ter provided in this Section, shall be :nade in accordance with the provisions of Section 402 of tnis Resolution nor payments from the Construction Fund to the extent that such provisions may be applicable. 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 prin- cipal become due and payable, then the City shall withdraw from any moneys held for the credit of the Renewal and Replacement Fund and deposit to 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 Mandatory' 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 Replace- ment Fund and deposit to the credit of the Mandatory Re- demption 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 maxi- mum requirement therefor under clause (a) of said Section 505. Any moneys so withdrawn from the Renewal and Replace- ment Fund and deposited to the credit of the Bond Service Account or the Mandatory Redemption Account shall be re- stored 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 512. Application of Moneys_i.n the In Lieu of Tax Fund. Moneys held for the credit of the In Lieu of Tax Fun , together with the investment earnings on such moneys, 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 transferred to the City's general fund for application to any lawful City V-10 u 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 Mandatory Redemption Account, the Reserve Account, tre Loan Repayment "anc ar.d "_':e Renewal and Re^lacement Fund. Section 513. 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 and subordinate with respect to lien on and pledge of Revenues to the Bonds issued under the provisions of Article II of this Resolution and to the obligation to make the required deposits in the Loan Repayment Fund, (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 sewage from the Water and Sewer Utility. Provided, however, that in the event of any deficien- cies 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 514. Appl icat ion of Moneysin in S inkier Fund. Subject to the terms and conditions set forth in this Resolution, moneys held for the credit of the Sinking Fund shall be held in trust and disbursed by the City Manager for (a) the payment of interest on the Bonds issued hereunder as such interest becomes V-11 Water and Sewer Utility and of the Revenues collected and the application of such Revenues, and of the number of the users of :cater in each classification. Such recoraY and accounts shall be oven to the ins -erection of all interested oersons. The City further covenants that at least quarterly during each Fiscal Year beginning with the first full Fiscal Year following the date of delivery of Bonds pursuant to Section 207 of this Resolution it will cause to be filed with the City Clerk and the Fiscal Agent cop- ies of any revisions of the water and sewer rates during the preceding three-month period and an unaudited interim report, signed by the City Manager, setting forth in re- spect of the preceding three --month period: (a)' a separate income and expense account for the Water and Sewer Utility showing the Net Revenues and a calculation showing whether the City is in T compliance with Section 502 of this Resolution, (b) a statement of the number and classifica- tion of the users of the Water and Sewer Utility, (c) all deposits to the credit of and with- drawals from each special Fund and Account created under the provisions of this Resolution, (d) the details of all Bonds issued, paid, purchased or redeemed, (e) a balance sheet as of the end of such three --month period, and (f) the amounts on deposit at the end of such three --month period in each bank or trust com- pany and the security held therefor. The City further covenants that within four months after the close of each Fiscal Year it will cause an audit to be completed of its books and accounts pertaining to the Water and Sewer Utility by the Accountant. Reports of each such audit shall be filed with the City Council, the City Manager and the Fiscal Agent, and copies of such report shall be mailed to any Bondholder who shall have filed his name and address with the City. -Clerk for such purpose. Each such audit report shall set forth in respect of said Fiscal Year the same matters as are hereinabove required for the quarterly reports and shall include a comparison with the 0 VII-6 Annual Budget for said Fiscal Year. The Accountant, in addition to such audit report, shall furnish a special re- cort stating that an examination of the financial statements has been conducted in accordance wth generally accepted auditing standards and stating whether such inar.cial statements present fairly the financial position of the Water and Sewer Utility and the results of its operations and changes in its financial position for the period covered by such audit report in conformity with generally accepted accounting principles applied on a consistent basis. Such special report shall state (i) whether at year end any violation of bond covenants existed and (ii) if at any time during the Fiscal Year under audit an event of default (as defined in Section 802(a) through (e) inclusive) occurred and if so, the nature of the default. Such special reports shall be limited to finan- cial matters described -in the Resolution. In the event that for any reason beyond the control of the City, it is unable to obtain the foregoing certificate as to com- pliance with generally accepted accounting principles and is taking all reasonable and feasible actions to obtain such certificates as to subsequent Fiscal Years, the City shall be deemed to be in compliance with the provisions of the Section, if, in lieu of the certificate required above such certificate states the reasons for 0 such non-compliance or non --conformity. The City further covenants that it will cause any additional reports or audits relating to the Water and Sewer Utility to be made as required by law or by any applicable rules or regulations of any governmental authority having jurisdiction in the premises. The cost of such audits shall be treated as a part of the cost of operation. For the purposes of this Resolution each fund created hereunder shall be a series of accounts within the book of accounts of the Water and Sewer Utility and shall connote a segregation of accounts, which will support special purpose disclosure reports, not to be construed as a separate set of books of accounts. Section 710. Mandatory Connections. The City will, to the full extent permitted by law, require all lands, buildings and structures within the City's service area, fronting or abutting on the lines of the Water and Sewer Utility, or any part thereof, or which can use the facilities of the Water and Sewer Utility to ViI-7 connect with and use such facilities within ninety (90) days after notification that service is available. The rite will :ot Grant a f,anchise for the operation of an- ccm we inc; �.,ia ter system or sewer system so long -=s any t�cndti .are outstanding hereunder. Section 711. Supervisory Personnel. The City in operating the Water and Sewer Utility will employ or designate one or more of its qualified employees as manager who has demonstrated ability and experience in operating similar facilities, and will require all employees who may have possession of money derived from the operation of the Water and Sewer Utilility to be covered by a fidelity bond, written by a responsible indemnity company in amounts fully adequate to protect the City from loss.'. Section 712. Subordinate obligations. Not- withstanding any other provision of this Resolution, the City may issue obligations or incur indebtedness other than the Bonds and a State Loan from time to time which are payable in whole or in part from the Revenues, but only if such obligations are, by their terms, sub- ordinate in right to payment from the Revenue to all Bonds and any such State Loan theretofore or there- after issued or incurred under the provisions of this Resolution. Section 713. No Free Service. The City will not render or cause to be rendered any free services of any nature by the facilities of the Water and Sewer Utility nor will any preferential rates be established for users of the same class; the City including its departments, agencies and instrumentalities in the service area, shall avail itself of the facilities of the Water and Sewer Utility, and the same rates, fees or charges applicable to other customers receiving like services under similar circumstances shall be charged to the City and any such department, agency or instrumentality. Such charges will be paid as they accrue, and the City shall transfer from its appropriate funds sufficient sums to pay such charges. The moneys so received shall be deemed to be Revenues derived from the operation of the Water and Sewer Utility, and shall be deposited and accounted for in the same manner as other Revenues derived from such operation of the Water and Sewer Utility. VII-8 0 Section 714. Failure to Pay for Services. Upon failure of any user to pay for services rendered within ninety (90) days, the City shall shut off the connec- tion of such user to the Water and Sewer Utility and shall not furnish him or permit him to receive further service until all obligations owed b;, him to the Citv on account of services shall have been paid in full. This covenant shall not, however, prevent the City from causing any connection to be shut off sooner. To the extent permitted by law, the City shall not provide any water or sewer service to any new property owner until such time as all delinquent charges owed for services rendered to such property are paid. Section 715. Enforcement of Collections. The City will diligently enforce and collect the rates, fees and other charges for the services of the Water and Sewer Utility;'will take all steps, actions and proceedings for the enforcement and collections of such rates, fees and charges as shall become delinquent to the full extent permitted or authorized by law; and will maintain accurate records with respect thereto. All such rates, fees, charges and revenues herein pledged shall, as collected be held in trust to be applied as provided in this Resolution and not otherwise. Section 716. No Sale or Mortgage of Water and Sewer Utility. (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 other- wise 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 construc- tion 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 Mandatory Redemption Account or the Renewal and Replacement Fund, at the option of the City. VII-9 0 L-] (b) Notwithstanding the provisions of paragraph ( a) of tit Section, the Ci-'7 'mav from %Lls to time Wellr u e �v Or- o_ -n . _mart 4rac?e lea.=a s�ac;l ot:.� prop r f ? ya:?: a a j?'.J2i Otli1 f 15 no= ::a'.: 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 resolu- tion of the City Council to be unnecessary for the Water and Sewer Utility shall be deposited to the credit of the Mandatory 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 time to time per- manently 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 and the Fiscal Agent 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 pro- visions 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 twenty per centum (120%) of the axxrnum aggregate Principal and Interest Requirements for any Fiscal Year thereafter, and VII-10 11 W (2) the amount held for the credit of the Reserve Account is equal to the Reserve Account Rec uirement. The oroceeds of ti:e salt_ of any property for,ning 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 Mandatory 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 replace- ment 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. Section 717. Right to Borrow from State. Notwith- standing anything contained in this Resolution, the City shall have the right from time to time to enter into State Loans pursuant to which the obligation of the City to repay the same will enjoy a claim on Revenues by virtue of the loan being payable from deposits to the Loan Repayment Fund under Section 505(d) of this Resolution without limitation as to amount provided that the City . shall file with the City Clerk certificates similar in tenor to those furnished pursuant to clauses (c) and (d) of Section 208 of this Resolution and such certificates shall evidence compliance with the earn- ings tests set forth in (A) and (B) of the next to last paragraph of said Section 208. For purposes of this Section and for the purpose of evidencing compliance with the tests set forth in said Section 208, the term "State Loan" shall be substituted for the term "Addi- tional Bonds." Section 718. Right to Borrow and Pledge Federal Grants. Notwithstanding anything contained in this Resolution, the City shall have the right from time to time to incur indebtedness to any person for the purpose of paying all or any part of the Cost of Improvements for paying the cost of which the City has a grant agreement with the Federal government provided, that such in- debtedness shall be payable as to principal, interest and premium solely from moneys to be received by the City pursuant to such grant agreement and such indebtedness may in no event be payable from Revenues. • ARTICLE VIII. Remedies. Section 801. Extension of Interest Pa,jment. In case the time for the payment of any coupon or the in- terest of any Bond registered as to both principal and interest shall be extended, whether or not such exten- sion be by or with the consent of the City, such coupon or 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 coupons and interest the time for the payment of which shall not have been extended. Section 802. Events of Default. Each of the following events is hereby declared an "event of de- fault", that is to say: If (a) payment of the principal and of the redemption premium, if any, of any of the Bonds shall not be made when the same 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 any Amortization Requirement shall not be made, if required herein; or (d) payment of any required deposit to the Loan Repayment Fund shall not be made which shall have the effect of the City not being able to make an Annual Loan Payment; or (e) the City shall for any reason be rendered incapable of fulfilling its obligations hereunder; or (f) 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 0' (g) final judgment for the payment of money shall be rendered against the Cite as a result o the owners :ip, control or operation of. t_ne :vatew anc Se%.er ur-Ility 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 (h) if the City admits in writing its inabil- ity to pay its debts generally as they become due, or files a.petition in 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 (i) 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 or of the 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; or (j) if the City shall file a petition or answer seeking reorganization or any arrangement under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof; or (k) if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the City or of the whole or any substan- tial part of its property, and such custody or control shall not be terminated within ninety (90) days from the date of assumption of such custody or control; or 0 VIII-2 (1) the City shall default in the due and punctual performance of any other of the covenants, cars: It ions, agreements •and prc Is ions containedi in the ponds or in thils ,iesolutior on the hart 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, which notice the Fiscal Agent may give to the City and upon the written re- quest of not less than twenty-five per centum (25%) in aggregate principal amount of the Bonds then outstand- ing shall give to the City. Section 803. Acceleration of Maturities. Upon the happening and continuance of any event of default speci- fied in .clauses (a) through (1) of Section 802 of, this Article, then and in every such case the Fiscal Agent may and upon the written request of the holders of not less than twenty-five per centum (25%) in aggregate principal amount of the Bonds then outstanding shall, by a notice in writing to the City, 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, any- thing contained in the Bonds or in this Resolution to the contrary notwithstanding; provided 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 date), and all amounts then payable by the City hereunder shall have been paid or a sum sufficient to pay the same shall have been deposited by the City Manager or 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 Fiscal Agent may and upon the written request of the holders of not less than 0 VIII-3 twenty-five per centum (25%) in aggregate principal amount of the Bonds not then due except by virtue of such declara- tion and then cuts*anding shall, by written notice to the Ci,:�v, rescind and ann:sl such 11.cclar3tion and its conwn-- quences, but no such rescission or annulment shall excrnd to or affect any subsequent default or impair any right consequent thereon. Section 804. Enforcement of Remedies. Upon the happening and continuance of any event of default speci- fied in Section 802 of this Article, then and in every such case the Fiscal Agent may and upon the written request of the holders of not less than twenty-five per centum (25%) in aggregate principal amount of the Bonds then outstanding hereunder shall proceed to protect and enforce the rights,of the. Bondholders under Florida law, or under this Resolution by such suits, actions or special pro- ceedings in equity or at law, either for the specific performance of any covenant or agreement contained herein or in aid or execution of any power herein granted or for the enforcement of any proper legal or equitable remedy, as such Fiscal Agent shall deem most effectual to protect and enforce such rights and including the rights to appoint- ment of a receiver of the Water and Sewer Utility in an • appropriate judicial proceeding in a court of competent jurisdiction. Section 805. Pro Rata Application of Funds. Any- thing in this Resolution to the contrary notwithstand- ing, if at any time the moneys in the Sinking Fund shall not be sufficient to pay the principal of or the inter- est on the Bonds as the same become due and payable (either by their terms or by acceleration of maturities under the provisions of Section 803 of this Article), such moneys, together with any moneys then available or thereafter becoming available for such purpose, whether through the exercise of the remedies provided for in this Article or otherwise, shall be applied as follows: (a) Unless the principal of all the Bonds shall have become due and payable or shall have been declared due and payable, all such moneys shall be applied first: to the payment of the persons entitled thereto of all installments of in- terest then due and payable on the Bonds, VIII-4 11 in the order in which such installments beccr.e due and payable, and, if the amcun` available shall not be suz-ficiant to pay in full, any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons en- titled thereto, without any discrimination or preference except as to any difference in the respective rates of interest speci- fied in the Bonds; second: to the payment of the persons entitled thereto of the unpaid principal of any of the Bonds which shall have become due (other than Bonds called for redemption for the payment of which sufficient moneys are held pursuant to the provisions of this Resolu- tion), in the order of their due dates, with interest upon such Bonds at the respective rates specified therein from the respective dates upon which they became due, and, if the amount available shall not be sufficient to pay in full the principal of Bonds due on • any particular date, together with such interest, then to the payment first of such interest, ratably according to the amount of such interest due on such date, and then to the payment of such principal, ratably according to the amount of such principal due on such date, to the persons entitled thereto without any discrimination or preference except as to any difference in the respective rates of interest specified in the Bonds; and third: to the payment of the interest on and the principal of the Bonds, to the purchase and retirement of Bonds and to the redemption of Bonds, all in accordance with the provisions of Article V of this Resolu- tion. (b) If the principal of all the Bonds shall have become due and payable or shall have been de- clared due and payable, all such moneys shall be applied to the payment of the principal and inter- est then due and unpaid upon the Bonds, without 0 VIII--5 0 preference or criority of principal over interest or cf interest over principal or of any � i nstall:nent of interest over and, other instail^entcf interest, cr of any Bond over any otter Zond, ratably, accord- ing to the amounts due respectively for principal and interest, to the persons entitled thereto with- out any discrimination or preference except as to any difference in the respective rates of interest specified in the Bonds. (c) If the principal of all the Bonds shall have been declared due and payable and if such declaration shall thereafter have been rescinded and annulled under the provisions of Section 803 of .this .Ar.ticle, then, subject to the. provisions of paragraph (b) of this Section in the event that the principal of all the Bonds shall later become due or be declared due and payable, the moneys re- maining in and thereafter accruing to the Sinking Fund shall be applied in accordance with the pro- visions of paragraph (a) of this Section. The provisions of this Section are in all respects . subject to the provisions of Section 801 of this Article. Whenever moneys are to be applied by the City pur- suant to the provisions of this Section, such moneys shall be applied by the City at such times, and from time to time, as the City Manager in his sole dis- cretion shall determine, having due regard to the amount of such moneys available for application and the likeli- hood of additional moneys becoming available for such application in the future; the deposit of such moneys with the Paying Agents, or otherwise setting aside such moneys, in trust for the proper purpose, shall constitute proper application by the City; and the City shall incur no liability whatsoever to any Bondholder or to any other person for any delay in applying any such funds, so long as the City acts with reasonable dili- gence, having due regard to the circumstances, and ultimately applies the same in accordance with such provisions of this Resolution as may be applicable at the time of application. Whenever the City Manager shall exercise such discretion in applying such funds, he shall fix the date upon which such applica- tion is to be made and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue. The City Manager shall give such notice as he may deem appropriate of the fixing of an�7 such date, and shall not be reca-red to ma_'e oavm pnt to t e holder of an�r unpai�� ccupcn or an��Bond until such coupon or such Bond and all unr:ntuwed cou- pons, if any, appertaining to such Bond shall be sur- rendered to him for appropriate endorsement. Section 806. Effect of Discontinuance of Pro- ceedings. In case any proceeding taken by the Fiscal Agent on account of any default shall have been dis- continued or abandoned for any reason, then and in every such case the City and the Fiscal Agent shall be restored to their former positions and rights hereunder, respectively, and all rights and remedies of the Fiscal Agent and the Bondholders shall continue as though no such proceeding had been taken. Section 807. Restriction on Individual Bondholder Actions. No holder of any of the Bonds hereby secured - shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the secu- rity of this Resolution, or to enforce any right here- under except in the manner herein provided, and all such • proceedings at law or in equity shall be instituted, had and maintained for the benefit of all holders of such Bonds and coupons. Section 808. No Remedv Exclusive. No remedy herein conferred upon the Fiscal Agent on behalf of the Bondholders is intended to be exclusive of any other remedy or remedies herein provided, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder. section 809. Delay Not a _Waiver. No delay or omis- sion of the Fiscal Agent 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 Fiscal Agent on behalf of the Bondholders may be exercised from time to time and as often as may be deemed expedient. Section 810. Right to Enforce Paymentof_Bonds. Nothing in this Article shall affect or impair the right of any Bondholder to enforce the payment of the principal VIII-7 • of and interest on his Bond, or the obligation of the City to pay the principal of and interest on each Bond to the hoi3er thereof at the time and place in sa i3 3ond an-4 t 8 ap 'curtenant coupons, if any, expressed . • l ARTICLE IX. c. Section 901. Execution of instrur:;ents by holders u-- holders and Proof of Ownership of Bonus. Any request, direction, consent or other instrument in writing re- quired or permitted by this Resolution to be signed or executed by Bondholders may be in any number of con- current instruments of similar tenor and may be signed or executed by such Bondholders or their attorneys or legal representatives. 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 City with regard to any action taken by it under such instrument if made in the following ,Wanner: (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 juris- diction who, lay 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. Where such execution is on behalf of a person other than an individual such verification or affidavit shall also con- stitute sufficient proof of the authority of the signer thereof. (b) The fact of the holding of coupon Bonds hereunder by any Bondholder and the amount and the numoers of such Bonds and the date of his holding the same may be proved by the affidavit of the person claiming to be such holder, if such affidavit shall be deemed by the City Manager to be satisfactory, or by a certificate executed by any trust company, bank, banker or any other depositary, wherever situated, if such certifi- cate shall be deemed by the City Manager to IX-1 0 be satisfactory, showing that at the date therein ant Loned suci. ::erson :iad on deposit wi :h or e:�- t: SUG:.^ t"L-JEt ,:U:��;:: a:l •�, Lan.:, vc:__.�_ GsIt 1 ne 6c c Uesl _ _1eci _.I vac.. =r- a t6:iiay assur;:e that such ownership continues until written notice to the contrary is served upon it. The ownership of registered Bonds without coupons shall be proved by the registration books kept under the provisions of Section 204 of this Reso- lution. 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. Any request'or consent of the holder of any Bond shall rind every future holder of the sane Bond in respect of anything done by the City in pursuance of such request or consent. 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 ueposited with him. IX-2 C� J �^ ARTICLE X Cl Supple -mental Resolutions. Section 1001. Supplemental Resoluticn ,without Bondholders' Consent. The City Council, from time to time and at any time may adopt such resolutions supple- mental hereto as shall not be inconsistent with the terms and provisions hereof (which supplemental resolu- tion 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 resolu- tion, 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 con- ferred 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 ob- served, 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, or (e) to authorize the issuance of any Addi- tional Bonds or Refunding Bonds pursuant to Sections 208 and 209 of this Resolution or the incurrence of any indebtedness contemplated by Section 513(c), Section 717 and Section 718 of this Resolution, provided all conditions precedent to such issuance or incurrence are met. At least thirty (30) days prior to the adoption of any supplemental resolution for any of the purposes of this Section, the City Clerk shall cause a notice of the proposed adoption of such supplemental resolution to be published once in each week for two (2) successive weeks in a Daily Newspaper of general circulation or a financial journal published in the Borough of Manhattan, X--1 L City and State of New York, and on or before the (late cf tie first :uwlicstion cf such notice, t-,e Shall aiso a use s__,._ r nU a te zaI sca,;- LII�V dw:��dr Uhl the Zv,�lsr_car_ijr1 ooC s anu a-i sor,uiaoiUcrs caho snail ;lave filea their nar„es anu aduresses With the City Clerk for such purpose. 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 City Clerk for inspection ny ail Bondholders. A failure on the part of the QLV Clerk to mail the notice required oy,this Section shall not affect the validity of such supplemental resolution. Section 1002. Supplemental Resolution With Bond- holder Consent. Subject to the.terms:and provisions contained in this Section, and not otherwise, the holders of not less than two-thirds (2/3) in aggregate principal amount of the Bonds then outstanding shall have the right, from time to tiI(e, 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, ascending, adding to or rescinding, in any par- ticular, any of the terms or provisions contained in this Resolution or in any supplemental resolution; provided, however, that nothing herein contained shall permit, or ee construed as permitting, (a) an extension of the ,uaturity of the principal of or the interest on any 3ond 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 lien upon or a pledge of Revenues other than the lien and pledge creates by this Resolution, or (d) a prefer- ence or priority of any Mond or Bonds over any other Bona or Bonds, or (e) a reduction in the aggregate principal amount of the Bonds required for consent to such supple- mental resolution or (f) a change in any State Loan which is adverse to the interests of the Bondholders. 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 1001 of this Article. If at any time the City shall determine that it is necessary or desirable to adopt any supplemental resolu- tion for any of the purposes of this Section, the City 0 x-2 Clerk snall cause notice of the proposed adoption of such resolution tJ y JIil15"le or ce in eac1i wee'% L V� =r c� yenerai circu i ati on ar a `inanci :1 ]v,,:rnal &uu i _Shed in the Borough of _iannattan, City ana State of �;ewoLk, and, on or before the date of the first publication of such notice, it shall also cause a similar notice to be mailed, postage prepaid, to all registered owners of Bonds at their addresses as they appear on the registration books and all other Bondholders who shall have filed their navies and addresses with the CityClerk. for such purpose. 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 City Clerk for inspection -by -all 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. Whenever, at the time within one year after the date of the first publication of such notice, the City shall deliver to the City Manayer an instrument or instru- ments in writing purporting to be executed by the holders 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 proposea supplemental resolution described in such notice and shall specifically consent to and approve the adoption thereof in suasta.n- tially the form of the copy thereof referreu to in such notice, thereupon, but not otherwise, the City Clerk may adopt such supplemental resolution in substantially such form, without liability or responsibility to any holder of any Bond, whether or not such holder shall have con- sented thereto. If the holders 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 holder of any Bond shall have any x-3 LJ right to ob3ect to the adoption of such supplemental resolution, or to ouject to any of the terir,s anc provi- __�cni:G1: 1T J' t.�c o:_.�r� i t;:�M� o�-r"_ i .e t:;ereof, or to en: -:,in or restrain aUoptinq t;ie same or from taking any action �_�ursudnt to the provisions thereof". Upon the adoption of any supplemental resolution pursuant to the provisions of this Section, this Resolu- tion 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 City and all holders of Bonds then outstanding shall thereafter be determined, exercised and enforced in all respects under the provisions of. this Resolution as. so modified and. amended. Section 1403. Supplemental Resolutions Part of Resolution. Any supplemental resolution adopted in accordance with the provisions of this Article and approved as to legality by the City Attorney 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 shall be and shall be deemed to be part of the terms and conditions of this Resolution for any and ail purposes. In case of the adoption and approval of any supplementai resolution, express reference may be ,`made thereof in the text of any Bonds issued thereafter, if deemed necessary or desirable Uy the City. X-4 ARTICLE X1. Defeasance. Section 1101. Cessation of Interest of Bondholders. 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 Bonds at their respective maturities and mandatory redemption dates or any combination of such payment and redemption shall have been given by the City to an appro- priate fiduciary institution acting. as escrow agent, the whole amount ofthe principal and the interest and pre mium, if any, so due and payable upon all of the Bonds and coupons then outstanding shall be paid or sufficient moneys, or Government Obligations, not callable at the option of the obligor, either the principal of and the interest on which when due or the principal of which when due will provide sufficient moneys, shall be held by such escrow agent 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 holders of the Bonds secured hereby in the Revenues, Funds and Accounts mentioned in this Resolution shall thereupon cease, deter- mine and become void, and the City Council in such case, shall repeal and cancel this Resolution and 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 or coupons to any lawful purpose of the City as the City Council 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 as hereinabove provided, and in addition to the requirements set forth in Article III of this Resolution, the City Manager shall within thirty (30) days after such Government Obligations shall have been deposited with such escrow agent cause a notice signed by the City Manager to be published once in a Daily Newspaper of general circulation 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 fortis (a) the date designated for the redemption of the ''Bonds, (b) a description of the �r ;.wr'c �bii.auLz�ns sn i.eiu .;1� suc, escrow :enL, u(lu i L11 moneys and obligations held by an escrow a•,ent 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 interest and the premium, if any, of the Bonds so called for redemption or to t)e paid. I* xi-2 17J ARTICLE XII. Concerning the Fiscal Agent. Section 1201_. An oint.<<e*:t of Fiscal Ac4nt Prior to the issuance of any Bonds under the provisions of this Resolution the City Council shall adopt a reso- lution appointing as Fiscal Agent a bank or trust com- pany authorized by law to exercise corporate trust powers and subject to examination by Federal or state authority, of good standing, and having a combined capital and surplus aggregating not less than Five Million Dollars ($5,000,000). Section 1202. No obligation to Institute or Defend Suit Without Indemnification. The Fiscal Agent shall e under no'o gaEion to institute any suit, or to take any remedial proceeding under this Resolution, or to enter any appearance or in any way defend in any suit in which it may be made defendant, or to take any steps in the execution of the obliga- tions hereby created or in the enforcement of any rights and powers hereunder, until it shall be indemnified to its satisfaction against any and all costs and expenses, outlays and counsel fees and • other reasonable disbursements, and against all liability; the Fiscal Agent may, nevertheless, begin suit, or appear in and defend suit, or do anything else in its judgment proper to be done by it as such Fiscal Agent, without indemnity, and in such case the City shall reimburse the Fiscal Agent from the Revenues of the Water and Sewer Utility for all costs and ex- penses, outlays and counsel fees and other reasonable disbursements properly incurred in connection therewith. Section 1203. No Liability For Failure To Make Collections or De ooits. The Fiscal Agent shall not be liable or responsible because of the failure of the City or of any of its agents or employees to make any collections or deposits or to perform any act herein required of them or because of the loss of any moneys arising through the insolvency or the act or default or omission of any other Depositary in which such moneys shall have been deposited under the provisions of this Resolution. The immunities and exemptions from liability of the Fiscal Agent hereunder shall extend to its directors, officers, employees and agents. XII-1 • ' Section 1204. Fees and Expenses. Subject to the provisions of any contract between the City and the :Fiscal Agent, tine City shall pay to the Fiscal Agent, from the revenue Fund, reasonable compensation for all sar-rices performed by it hereunder and also all its reasonable expenses, charges and other dis- bursements and those of its attorneys, agents and employees incurred in and about the administration and execution of the trusts hereby created and the performance of its powers and duties hereunder, and, from such Fund only, shall indemnify and save the Fiscal Agent harmless against any liabilities which it may incur in the exercise and performance of its powers and duties hereunder. Any payment by the City to the Fiscal Agent for compensation or ex- pense of the Fiscal Ag ent.or'its attorneys shall. be treated as a Current Expense of the Water and Sewer Utility. Section 1205. Reliance on Certificates or Reports. In case at any time it shall be necessary or desirable for the Fiscal Agent to make any investiga- tion respecting any fact preparatory to taking or not taking any action or doing or not doing anything as such Fiscal Agent, and in any case in which this Resolution provides for permitting or taking any action, the Fiscal Agent may rely upon any certificate or report required or permitted to be filed with it under the provisions of this Resolution, and any such certificate or report shall be evidence of such fact to protect the Fiscal Agent in any action that it may or may not take or in respect of anything it may or may not do by reason of the supposed existence of such fact. Except as otherwise provided in this Resolution, any request, notice or other instrument from the City or from the City Council to the Fiscal Agent shall be deemed to have been signed by the proper -party or parties if signed by the City Mana- ger. Except as herein otherwise provided, the Fiscal Agent may accept a certificate signed by the City Clerk as to any action taken by the City Council. Section 1206. Right To Deal In Bonds. The bank or trust company acting as Fiscal Agent under this Resolution, and its directors, officers, employees or agents, may in good faith buy, sell, own, hold and deal in any of the Bonds or coupons issued under the XI I- 2 L� provisions of this Resolution, and may join in any action which any Rorftolier may be entitled to take with lice effect as if such ban:. or trust company were not the fiscal Agent under this R'solution. Section 1207. City's Representations; No Re resentations of Fiscal Agent. The recitals, statements and representations contained herein and in the Bonds shall be taken and construed as made by and on the part of the City and not by the Fiscal Agent, and the Fiscal Agent assumes and shall be under no responsibility for the correctness of the same. The Fiscal Agent shall have no responsibility in respect of the validity or sufficiency of this Resolution or the due adoption thereof, or in respect of the validity of the Bonds or of the coupons or the due execution thereof. Section 1208. No Liability of Fiscal Agent. The Fiscal Agent shall be protected and shall incur no liability in acting or proceeding, or in not acting or not proceeding, in good faith, reasonably and in accordance with the terms of this Resolution, . upon any resolution, order, notice, request, consent, waiver, certificate, statement, affidavit, requisition, bond or other paper or document which it shall in good faith reasonably believe to be genuine and to have been adopted or signed by the proper board or person or to have been prepared and furnished pursuant to any of the provisions of this Resolution, or upon the written opinion of any attorney, engineer or accountant believed by the Fiscal Agent to be qualified in rela- tion to the subject matter. The Fiscal Agent shall not be bound 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 the Fiscal Agent. Section 1209. Resignation of Fiscal Agent. The Fiscal Agent may resign and thereby become discharged from the obligations hereby created, by notice in writ- ing to be given to the City and published once in a Daily Newspaper of general circulation in the City, and in a financial journal or Daily Newspaper of general circulation published in the Borough of Manhattan, City and State of New York, not less than sixty (60) days before such resignation is to take effect, but 0 XII-3 L such resignation shall take effect im-mediately upcn c: e aQcoint:r.�ent of a new Fiscal Agent hereunuif such n©w Fiscal :Tent shall be apcoited befcre the time limited by such notice and snail then accept the trusts hereof. Section 1210. Removal of Fiscal Agent. The Fiscal Agent may be removed at any time by an instru- ment or concurrent instruments in writing, signed by the holders of not less than a majority in principal amount of the Bonds issued pursuant to this Resolution and then outstanding and filed with the City. A photostatic copy of each such instrument shall be promptly delivered by the City to the fiscal Agent.. Section 1211. Vacancy of office of Fiscal Agent. If at any time hereafter the Fiscal Agent shall resign, be removed, be dissolved, or otherwise become incapable of acting, or if the bank or trust company acting as Fiscal Agent shall be taken over by any governmental official, agency, department or board, the position of Fiscal Agent shall thereupon become vacant. If the position of Fiscal Agent shall become vacant for any of the foregoing reasons or for any other reason, the City Council may appoint a Fiscal Agent to fill such vacancy. The City Council shall publish notice of any such appointment by it made once in each week for two (2) successive weeks in a Daily Newspaper of general circu- lation in the City and in a financial journal or Daily Newspaper of general circulation published in the Borough of Manhattan, City and State of New York. At any time within one (1) year after any such vacancy shall have occurred, the holders of a majority in principal amount of the Bonds issued pursuant to this Resolution and then outstanding, by an instrument or concurrent instruments in writing, signed by such Bondholders or their attorneys in fact thereunto duly authorized and filed with the City, may appoint a successor Fiscal Agent, which shall supersede any Fiscal Agent theretofore appointed by the City Council. Photostatic copies of each such instrument shall be delivered promptly by the City to the predecessor Fiscal Agent and to the Fiscal Agent so appointed by the Bondholders. 0 XII-4 If no appointment of a successor Fiscal Agent shall be made pursuant to the foregoing provisions of t"lis Secti_-n, the holuer of any Bond outstandl. hereunder or anv retiring Fiscal Agent :ray apple to any court of comp V t en-: jurisdiction to appo in c a successor Fiscal Agent. Such court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Fiscal Agent. Any Fiscal Agent thereafter appointed shall be a bank or trust company having the qualifications prescribed for the Fiscal Agent by Section 1201 of this Article. Section 1212.- Successor Fiscal Agent. Every successor Fiscal Agent appointed hereunder shall have a combined Capital and surplus aggregating not less than Five Million Dollars ($5,000,000) and shall execute, acknowledge and deliver to its predecessor, and also to the City, an in- strument in writing accepting such appointment hereunder, and thereupon such successor Fiscal Agent, without any further act, shall become fully vested with all the rights, immunities, powers and trusts, and subject to all the duties and obligations of its predecessor; but such pre- decessor shall, nevertheless, on the written request of the City or of its successor, and upon payment of the expenses, charges and other disbursements of such predecessor which are payable pursuant to the provisions of Section 1204 of this Article, execute and deliver an instrument transferring to such successor Fiscal Agent all the rights, immunities, powers and trusts of such predecessor hereunder; and every predecessor Fiscal Agent shall deliver all property and moneys held by it hereunder to its successor. Should any instrument in writing from the City be required by any successor Fiscal Agent for more fully and certainly vesting in such Fiscal Agent the rights, immunities, powers and trusts hereby vested or intended to be vested in the pre- decessor Fiscal Agent, any such instrument in writing shall and will, on request, be executed, acknowledged and delivered by the City. Notwithstanding any of the foregoing provisions of this Article, any bank or trust company having power to perform the duties and execute the trusts of this Resolution and otherwise qualified to act as XI I-5 is x rf Fiscal Agent hereunder with or into which the bank or trust companv acting as Fiscal Agent may be merged or consolidated, or to which the assets and business of such bank or trust company may be sold, shall be deemed the successor of the Fiscal -gent. Section 1213. Access to Water and Sewer Utility. The City covenants that the Fiscal Agent or any succes- sor Fiscal Agent shall at all times have free access to all properties of the Water and Sewer Utility and every part thereof for the purposes of inspection and examination, and that its books, records and accounts may be examined by the Fiscal Agent at all reasonable times. XII-6 ARTICLE XIII. miscellaneous Provisions. Section 1301. Effect of Covenants. All Cove- nants, 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 City Council and of each depart- ment and agency of the City to the full extent authorized or permitted by law, and all such covenants, stipula- tions, obligations and agreements shall bind or inure to the benefit of the successor or successors thereof from time to time and any officer, board, body or commission to whom or to which any power or duty affect- ing such covenants;'stipulations, obligations and agree- ments shall be transferred by or in accordance with law. Except as otherwise provided in this Resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the City or upon the City Council by the provisions of this Resolution shall be exercised or performed by the City Council, or by IDsuch other officers, board, body or commission as may be required by law to exercise such powers or to per- form such duties. No covenant, stipulation, obligation or agree- ment herein contained shall be deemed to be a covenant, stipulation, obligation or agreement of any member, agent or employee of the City Council in his individual capacity, and neither the members of the City Council nor any official executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. Section 1302. Manner of Giving Notice. Any no- tice, demand, direction, request or other instrument authorized or required by this Resolution to be given to or filed with the City or the City Council shall be deemed ,to have been sufficiently given or filed for all purposes of this Resolution if and when sent by certi- fied mail, return receipt requested: XIII-1 r to t!ie City, if addressed to the City .Manager of the City of Tamarac, Flcriva, Ci,.v Hall, Tamarac, Florida; All documents received by the City Manager and City Council under the provisions of this Resolution shall be retained in their possession, subject at all reasonable times to the inspection of the City, any Bondholder, and the agents and representatives thereof. Section 1303. Successorship of Paying Agents. Any bank or trust company with or into which a Paying Agent may be merged or consolidated, or to which the assets and business of such Paying Agent may be sold, shall be deemed the successor of such Paying Agent for -the purposes of this Resolution. If the position of a Paying Agent shall become vacant for any reason, the City Council shall, with- in thirty (30) days thereafter, appoint a bank or trust company located in the same City, as Paying Agent to fill such vacancy. Section 1304. Successorship of Citv Officers. In the event that the offices of Mayor, City Manager, Ci_y ID Clerk 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 1305. Substitute Publication. If, because of the temporary or permanent suspension of publication of any Daily Newspaper or financial journal or for any other reason, the City Manager shall be unable to publish in a Daily Newspaper or financial journal any notice re- quired 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 publica- tion, and the giving of such notice in such manner shall for all purposes of this Resolution be deemed to be compliance with the requirement for the publication thereof. 0 XI I I- 2 Section 1306. Inconsistent- Resolutions. =i11 rezo- l-ir_ions and pa;:ts }hereof which are inconsistent wi:,n any cf the provisions of `his Resolution are hereby to be inapplicable to the provisions of this Resolution. Section 1307. 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 1308. Headings Not Part of Resolution. Any headings preceding the texts of the severa]. Articles and Sections hereof:and"any table of contents, marginal notes or footnotes appended to copies hereof shall be solely for convenience of reference, and shall not con- stitute a part of this Resolution, nor shall they affect its meaning, construction or effect. Section 1309. City 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 Bonds issued hereunder. Section 1310. Validation of Bonds. The proper officers of the City shall bring proper proceedings for the validation of the Bonds. Section 1311. Effect of Partial Invalidit . In case any one or more of the provisions of this Resolution or of any Bonds or coupons issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Resolution or of the Bonds or coupons, but this Resolution and the Bonds and coupons shall be construed and enforced as if such illegal or invalid provision had not been contained therein. The Bonds are issued and this Resolu- tion is adopted with the intent that the laws of the State of Florida shall govern their construction. XIII-3 C. Section 1312. Resolution T_ffective Th-s Reso- lution becomes effective a-zcn its c:Gssage. Passed, Approved and Adopted this �, L shay of(� 1979. ............. _ Y = Mayor I hereby certify that I have approved the form and correct- ness of this Resolution. 64�. 1-4,1 - &W, � -- City Attorney Record of Council Vote Mayor District 1 fit. District 2 1 District 3 %c - District 4 C 0 XIII-4 i .-uI 179