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Res 113-82 RESOLUTION NO. 113-82 A RESOLUTION AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $4,000,000 WATER AND SEWER REVENUE BONDS OF THE CITY OF DELRAY BEACH, FLORIDA, TO FINANCE THE COST OF CONSTRUCTION OP ADDITIONS, EXTENSIONS AND IMPROVEMENTS TO THE CITY'S COMBINED PUBLIC UTILITY; AND PROVIDING FOR THE TERMS OF SAID WATER AND SEWER REVENUE BONDS, AND THE RIGHTS, REME- DIES AND SECURITY OF THE HOLDERS OF SAID WATER AND SEWER REVENUE BONDS. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DELRAY BEACH, FLORIDA: ARTICLE I STATUTORY AUTHORITY, FINDINGS AND DEFINITION~ SECTION 1.01. AUTHORITY FOR THIS RESOLUTION. This reso- lution is adopted pursuant to the provisions of Chapter 166, Florida Statutes, as amended and supplemented, and other applicable provi- sions of law. SECTION 1.02. FINDII~G~. It is hereby found and determined as follows: (A) That the City of Delray Beach, Florida, now owns, oper- ates and maintains a municipal waterworks plant and system for the supply and distribution of water and a sanitary sewer system for the collection and disposal of sewage and waste matters, within and with- out the City. (B) That the City has heretofore duly issued $1,550,000 Water and Sewer Revenue Refunding Bonds, dated December 1, 1963, pay- able from and secured by a lien on and pledge of the net revenues derived from the operation of the combined waterworks plant and system and the 'sanitary sewer system of the City (hereinafter referred to as "Combined Public Utility"), purs.uant to a resolution heretofore duly adopted on December 12, 1963 (which the Bonds were issued to refund $1,264,000 Water Revenue Certificates, Series 1957, dated June 1, 1957); that as of now there are outstanding and unpaid $540,000 of the Water and Sewer Revenue Refunding Bonds, dated December 1, 1963. (C) That the City has heretofore duly issued $500,000 Water and Sewer Revenue Bonds, dated December 1, 1961, payable from and secured by a lien on and pledge of the net revenues derived from the operation of the Combined Public Utility pari passu with the out- standing Water and Sewer Revenue Refunding Bonds, dated December 1, 1963, pursuant to a resolution heretofore duly adored on November 6, 1961~ that as of now there are outstanding and unpaid $290,000 of the Water and Sewer Revenue Bonds, dated December 1, 1961. (D) That the City has heretofore duly issued $1,500,000 Water and Sewer Revenue Bonds, Series 1962, dated December 1, 1962, payable from and secured by a lien on and pledge of the net revenues derived from the operation of the Combined Public Utility 9ari ~assu with the outstanding Water and Sewer Revenue Refunding Bonds, dated December' 1, 1963, and the outstanding Water and Se~er Revenue Bonds, dated December 1, 1961, pursuant to a resolution heretofore duly adopted on November 26, 1962~ that as of now there are outstanding and unpaid $1,085,000 of the Water and Sewer Revenue Bonds, Series 1962. (E) That the City has heretofore duly issued $2,000,000 Water and Sewer Revenue Bonds, Series 1965, dated June 1, 1965, ~ay- able from and secured by a lien on and pledge of the net revenues derived from the operation of the Combined Public Utility ~ari 9assu with the outstanding Water and Sewer Revenue Refunding Bonds, dated December 1, 1963, the outstanding Water and Sewer Revenue Bonds, dated December 1, 1961, and the outstanding Water and Sewer Revenue Bonds, Series 1962, dated December 1, 1962, pursuant to a resolution heretofore duly adopted on July 12, 1965~ that as of now t_here are outstanding and unpaid $1,540,000 of the Water and Sewer Revenue Bonds, Series 1965. (F) That the City has heretofore duly issued $5,000,000 Water and SeWer Revenue Bonds, Series 1972, dated June 1, 1972, payable from and secured by a lien on and 91edge of the net revenues derived from the operation of the Combined Public Utility pari passu with the outstanding Water and Sewer Revenue Refunding Bonds, dated December 1, 1963, the outstanding Water and Sewer Revenue Bonds, dated December 1, 1961, the outstanding Water and Sewer Revenue Bonds, Series 1962, dated December 1, 1962, and the outstanding Water and Sewer Revenue Bonds, Series 1965, dated June 1, 1965, pursuant to a resolution heretofore duly adopted On September 11, 1972; that as of now there are outstanding and unpaid $4,435,000 of the Water and Sewer Revenue Bonds, Series 1972. (G) That the City has heretofore duly issued $4,000,000 Water and Sewer Revenue Bonds, Series 1979, dated June 1, 1979, pay- able from and secured by a lien on and pledge of the net revenues derived from the operation of the Combined Public Utility pari passu with the outstanding Water and Sewer Revenue Refunding Bonds, dated December 1, 1963, the outstanding Water and Sewer Revenue Bonds, dated December 1, 1961, the outstanding Water and Sewer Revenue Bonds, Series 1962, dated December 1, 1962, the outstanding Water and Sewer Revenue Bonds, Series 1965, dated June 1, 1965, and the out- standing Water and Sewer Revenue Bonds, Series 1972, dated June 1, 197'2, pursuant to resolution heretofore duly adopted on July 23, 1979; that as of now there are outstanding and unpaid $3,835,000 of the Water and Sewer Revenue Bonds, Series 1979. (B) That for the purposes of this resolution, the outstand- ing Water and Sewer Revenue Refunding Bonds, dated December 1, 1963, the outstanding Water and Sewer Revenue Bonds, dated December 1, 1961, the outstanding Water and Sewer Revenue Bonds, Series 1962, dated December 1, 1962, the outstanding Water and Sewer Revenue Bonds, Series 1965, datmd June 1, 1965, the outstanding Water and Sewer R~venue .Bonds, Series 1972, dated June 1, 1972, and the out- standing Water and Sewer Revenue Bonds, Series 1979, dated June 1, 1979 shall be hereinafter collectively referred to as "Outstanding Bonds" . (I) That it is deemed necessary and advisable and for the health and welfare of the inhabitants and citizens of the City to construct and acquire additions, extensions and improvements to the Combined Public Utility, at an estimated cost of $4,000,000 to be financed from the proceeds derived fram the sale of the Water and Sewer Revenue Bonds authorized hereunder (hereinafter sometimes referred to as 'Bonds'), and to pledge the net revenues of the Combined Public Utility for the payment thereof on a ~arity with the Outstanding Bonds. (J) That pursuant to the provisions of Section 4.03(G) of t. he resolution authorizing the outstanding Water and Sewer Revenue Refunding Bonds, dated December 1, 1963, and Section 11 of each of the resolutions authorizing the issuance of .the Water and Sewer Revenue Bonds, dated December 1, 1961, and the Water and'Sewer Revenue Bonds, Series 1962, dated December 1, i962, and Section 5.03 (G) of each of the resolutions which authorized the outstanding Water and Sewer Revenue Bonds, Series 1965, dated June 1, 1965, the Water and Sewer Revenue Bonds, Series 1972, dated June 1, 1972, and the Water and Sewer Revenue Bonds, Series 1979, dated June 1, 1979, the City may issue obligations on a parity with the Outstanding Bon~s upon the fulfillment of certain conditions prescribed in said Sections, as provided in the resolutions which authorized their issuance. (K) That such conditions will be met in that the average annual net revenues, as adjusted, if necessary, of the Combined Public Utility for the two (2) completed Fiscal Years immediately preceding the issuance of the Bonds will have been at least equal to one and one-half times the highest combined interest and principal requirements for any succeeding Fiscal Year on the Outstanding Bonds and the Water and Sewer Revenue Bonds 'authorized to be issued pursu- ant to this resolution. (L) That the principal of and interest on the Water and Sewer Revenue Bonds authorized to be issued pursuant to this resolu- tion and all the reserve, sinking fund and other Payments provided for in this resolution will be paid solely from the net revenues derived from the operation of the Combined Public Utility, and it -4- Res. No. 113-82 -- ~ill never be necessary or authorized to levy taxes on any real property in the City to pay the principal of and interest on such Water and Sewer Revenue Bonds, or to make any of the reserve, sinking fund or other payments provided in this resolution and the Water and Sewer Revenue Bonds, herein authorized to be issued, shall not con- stitute a lien upon said Combined Public Utility or upon any other property whatsoever of or in the City· SECTION 1.03. RESOLUTION TO CONSTITUTE CON~%~. In con- sideration of the acceptance of the Bonds authorized to be issued hereunder by those who shall hold the same from time to time, this resoluti, on shall be deemed to be and shall constitute a contract between the City of Delray Beach, Florida, and such Bondholders, and the covenants and agreements herein set forth to be performed by said City shall be for the equal benefit, protection and security of the legal holders of any and all of such Bonds and the coupons, if any, attached thereto, all of which shall be of equal rank and without preference, priority or distinction if any of the Bonds or coupons, if any, over any other thereof except as expressly provided therein or herein. SECTION 1.04. ESTL~ATE$. It is hereby found and deter- mined that the estimated average annual gross revenues of the Combined Public Utility will be sufficient to pay all the cost of the ope.ration, maintenance and repair of said Combined Public Utility, and all debt service on the Outstanding Bonds, the Bonds authorized herein and all other obligations payable from the revenues of said Combined Public Utility· ' SECTION 1.05. DEFINITIONS. The following terms shall have the following meanings in this resolution unless the text otherwise expressly requires: (A) "City" shall mean the City of Delray Beach, Florida. (B)' "Act" shall mean Chapter 166, Florida Statutes, as amended and supplemented and with applicable provisions of law. (C) "Bonds" shall mean the $4,000,000 Water and Sewer Revenue Bonds authorized-to be issued pursuant to this resolution, together with any pari passu additional bonds hereafter issued in the manner hereinafter provided, and the interest coupons, if any, attached to said Bonds. (D) '1963 Bonds' shall mean the outstanding Water and Sewer Revenue Refunding Bonds, dated December 1, 1963, of the City of Delray Beach, originally issued in the amount of $1,550,000. (E) '1961 Bonds' shall mean the outstanding Water and Sewer Revenue Bonds of. the City of Delray Beach, dated December 1, 1961, originally issued in the amount of $500,000. (F) '1962 Bonds' shall mean the outstanding Water and Sewer Revenue Bonds, Series 1962, of the City of Delray Beach, dated December 1, 1962, originally issued in the amount of $1,500,000. (G) '1965 Bonds' shall mean the outstanding Water and Sewer Revenue Bonds, Series 1965, of the City of Delray Beach, dated June 1, 1965, originally issued in the amount of $2,000,000. (H) '1972 Bonds" shall mean the outstanding Water and Sewer Revenue Bonds, Series 1972, of the City of Delray Beach, dated June 1, 1972, originally issued in the amount of $5,000,000. (I) '1979 Bonds" shall mean the outstanding Water and Sewer Revenue Bonds, Series 1979, of the City of Delray 'Beach, dated June 1, 1979, originally issued in the amount of $4,000,000. (J) '1963 Bond Resolution' shall mean the resolution adopted by the City Council on December 12, 1963, authorizing the Water and Sewer Revenue Refunding Bonds, dated December 1, 1963. (K) '1961 Bond Resolution" shall mean the resolution adopted by the City Council on November 6, 1961, authorizing the 1961 Bonds. (L) '1962 Bond Resolution' shall mean the resolution adopted by the City Council on November 26, 1962, authorizing the 1962 Bonds. (M) '1965 Bond Resolution" shall mean the resolution adopted by the City Council on July 12, 1965, authorizing the 1965 Bonds. -6- Res. i{o. !13-82 (N) "1972 Bond Resolution' shall mean the resolution adopted by the City Council on September 11, 1972, authorizing the 1972 Bonds. (0) '1979 Bond Resolution' shall mean the resolution adopted by the City Council on July 23, 1979, authorizing the 1979 Bonds. (P) "Outstanding Bonds' shall mean all bonds, described in subsections (D) to (I), inclusive, in this Section 1.04, .heretofore issued which will be on a parity with the Bonds herein authorized in the manner hereinafter provided. (Q) 'First Lien Obligations." shall mean the 1961 Bonds, the 1962 Bonds, the .1963 Bonds, the 1965 Bonds, the 1972 Bonds, the 1979 Bonds, the Bonds herein authorized and all obligations which may hereafter be issued on a parity with the 1961 Bonds, the 1962 Bonds, the 1963 Bonds, the 1965 Bond, the 1972 Bonds, the 1979 Bonds and the Bonds herein authorized. (R) Holder" or 'Holder of Bonds' or "Bondholder ", or any similar term, shall mean any person who shall 'be the bearer or owner of any Bond or Bonds registered to bearer or not registered, or the registered owner of any outstanding Bond or Bonds which shall ak the time be registered other than to bearer, or of any coupons, if any, representing interest accrued or to accrue on said Bonds. (S) "Water System' shall mean the complete waterworks plant and system, within and without the City, now owned by t_he City, or hereafter constructed or acquired, including all improvements, exten- sions, and additions thereto hereafter constructed or acquired, together with all lands or interest therein, plants, buildings, machinery, franchises, pipes, fixtures, equipment and all property, real or personal, tangible or intangible, now or hereafter owned or used by the City in connection therewith. (T) 'Sewer System' shall mean the complete sanitary sewer collection, treatment and disposal system of the City as it now exists and as may hereafter be improved and extended consisting of all real and personal property of every nature owned by the City and -7- Res. >~o. !!3-~2 -u~ed' or '-US&fUl--£h-'"che' 'Opera'=lon rmereo: wnetmer within or wi~ou: ~e city, provided, however, ~at upon :he ~yment of ~e Outstanding Bonds or provision for :heir pa~en: has been provided for in the ma~e: prescribed in ~e procee~ngs whi~ au~orized ~ei: iss~ce, ~e Sewe~ Sys~ as defined in ~is s~sec~ion (T) ~all no~ in~ude ~at ~rtion described as ~e 'Ocean Outfall System" in ~e Ocean Ou:fall Agre~en= entered in:o ~ ~d ~ong ~e Ci~ of DelraY Beach, ~e City of Boyn:on Beach ~d ~e Sou:h Cen:r~ Regio~l Was:ewater Trea~ent and Disposal Board. (U) 'Combined Public Utility' means the combined Water Sys:~ and Sewer Syst~ of :he City of Delray Beach, Florida. (V) 'Fiscal Yeara shall mean :he period co~encing on October 1, to and including the next succeeding September 30. (W) 'Water Revenue Certificate Ordinance= shall mean ~e ordinance adopted by the City Council on July 5, 1957, au~or~ing ~e 1957 Certificates which were-refunded by ~e 1963 Bonds. (X) 'Cons~ting ~gineers' ~ me~ ~e fi~ of Russe~ & Axon of' Daytona Beach, Florida, or such o~er q~ied engineer or engineer~g fi~ at ~e t~e :e~n~ ~ ~e Ci~ ~o ~rfo~ ~e ac~s ~d carry ou: ~e duties provided for such Consulting Engineers in ~is resolution. · (Y) 'Paying Agent' shall mean The ~ase Manhattan Bank, (N.A.), .New York, New ~ork and its successor or successors. (Z) Words importing singular number shall include ~e plural n~ber in each case and vice versa, ~d wor~ ~rt~g ~r- sons shall include firms and cor~rations. -8- Res. No. 113-~2 ARTICLE II SECTION 2.01. IKFRC~E~E~T~ TO THE C0~BINED PUBLIC UTILIT~ AUTHORIZED. There is hereby authorized the construction and acquisi- tion of additions, extensions and improvements to the Combined Public Utility of the City, consisting of, but' not being limited to, the construction of eight water wells and an associated raw water main, the design and construction of two additional water filters and appurtenances at the water treatment plant, the rehabilitation of a portion of. the sewage collection system and the construction of a water main, all subst~ntially in accordance with the plans and speci- fications prepared or to be prepared by Russell & Axon, Consulting Engineers of Daytona Beach, Florida, now on file or to be filed with the City, at~ an estimated cost of. Four Million Dollars ($4,000,000). Such cost shall-be deemed to include the cost of the construction or acquisition of the additions, extensions and improvements to the Combined Public Utility, including the acquisition of any lands or interest therein and of any fixtures or equipment or properties deemed necessary or convenient therefor, interest upon the Bonds issued pursuant to this resolution prior to the completion of Such additions, extensions and improvements to the Combined Public. Utility, debt service reserve, engineering and legal expenses, fees for financial services, expenses for estimates of costs and of reve- nues, expenses for plans, specifications and surveys, administrative expenses and such other expenses as may be necessary or incidental to th~ financing authorized by this resolution, and the construction or acquisition of the additions, extensions and improvements to the Combined Public Utility authorized by this resolution, and the plac- ing of same in operation, and for the payment of any temporary obli- gations issued for the purposes provided in this resolution. AUTHORIZATION, ~, ~RCUTION AND REGISTRATION OF BOND~ SECTION 3.01. AUTHORI~-ATION OF BONDS. Subject and pursu- ant to the provisions of this resolution, obligations of the City of Delray Beach, Florida, to be known as 'Water and Sewer Revenue Bonds' are hereby authorized to be issued in the aggregate principal amount of not exceeding Four Million Dollars ($4,000,000) for ~he purposes of financing the cost of the construction and acquisition of addi- tions, extensions and improvements to the Combined Public Utility and the payment of any temporary obligations issued for the purposes pro- vided in this resolution as authorized in Article II hereof. SECTION 3.02. DESCRIPTION OF BONDS. The Bonds shall be dated, shall be numbered from one to eight hundred, u~ards in order of-maturity, shall bear such designation as to series~ shall bear interest at a rate or rates not exceeding the legal rate as deter- mined upon the sale of the Bonds, payable semi-annually on December 1 and June 1 of each year, and shall mature serially, in numerical order, on June 1 of each year, in such amounts and in such years and have such provisions for redemption as shall hereafter be determined by the City Council by subsequent resolution. The Bonds shall be issued in coupon form in the denomina- tion of $5,000 each or in fully registered form in the denomination of $5,000 each or any integral multiple thereof. Each Coupon Bond shall bear interest from its date. Each registered Bond shall bear interest from the interest ~yment date next preceding the date on which it is authenticated, unless authen- ticated on an interest payment date, in which case it shall bear interest from such interest payment date, or, unless authenticated prior to the first interest ~ayment date, in which case it shall bear interest from its date, provided, however, that if at the time of authentication interest is in default, such registered Bond shall bear interest from the date to which interest shall have been paid. Coupon Bonds and the interest thereon shall be ~ayahle to bearer upon presentation and surrender of such Bonds or interest coupons as the same respectively become due at the principal corpo- rate trust office of The Chase Manhattan Bank, (N.A.), New York, New York, as Paying Agent (the 'Paying Agent"). '~he principal of regis- tered Bonds shall be payable only to the registered owner or regis- tered assignees or legal representa, tive at the principal corporate trust office of the Paying Agent, and ~ayment of the interest on reg- istered Bon~s shall be made by the Paying Agent on each interes~ pay- ment date to the person appearing on the registration books of the City, hereinafter provided for, as the registered.owner thereof, by check or draft mailed to such registered holder at his address as it appears on such registration books. Payment of the princip&l of reg- istered. Bonds shall be made upon ~he presentation and surrender of such Bonds as the same shall become due and payable. SECTION 3.03. ~CUTION OF BOND~ AND CO~W~o Said Bonds shall be executed in the name of the City by the Mayor, either manu- ally or with his facsimile signature, and its corporate seal shall be affixed thereto or lithographed or 'imprinted or reproduced thereon and attested by the City Clerk, either manually or with his facsimile signature; provided, however, that at least one of said signatures shall be a manual signature. In case any one or more of the officers who shall have signed or sealed any of the Bonds shall cease to be such officer of the City before the Bonds so signed and sealed shall have been actually sold and delivered, such Bonds may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office. Any Bond may be signed and sealed on behalf of the City by such person as at the actual time of the execution of such Bond shall hold the proper office in the City, although at the date of such Bond such person may not have held such office or may not have been so authorized. The coupons to be attached to the coupon Bonds and the validation certificate on all the Bonds shall be executed with the facsimile signatures of the present or any.. future Mayor and Clerk of the City, and the City may ado~c and use for that purpose the facsim- ile signature of any person who shall have been such Mayor or Clerk at any time on or after the date of the Bonds,. notwithstanding that he may have ceased to be such Mayor or Clerk at the time when such Bonds shall be actually sold and delivered. SECTION 3.04. AUTHENTICATION OF BG~S. 0nly such of the Bonds as shall have endorsed thereon a certificate of authenticat/on duly executed by the Paying Agent, shall be entitled to any benefit or security under this Resolution. No Bond shall be valid or obliga- tory for any purpose unless and until such certificate of authen~ca- tion shall have been duly executed by the Paying Agent, and such cer- tificate of the Paying Agent upon any such Bond shall be conclusive evidence t_hat such Bond has been duly authenticated and delivered under this Resolution~ The Paying Agent's certificate of authentica- tion on any Bond shall be deeaed to have been duly executed if signed by an authorized officer 'of t. he Paying Agent, but it shall not be necessary that the same officer sign the certificate of authentica- tion o~ all of the Bonds that may be issued pursuant to this Resolution at any one time. SECTION 3.05. INTEltCHAI~EABILIT~ OF BON~S. Coupon Bonds, upon surrender thereof at the principal corporate trust office of the Paying Agent with all unmatured coupons, may, at ~he o~cion of t_he holder thereof, and upon payment by such holder of a sum sufficient to cover any expenses of the City and any 'governmental tax or charge required to be paid, be exchanged for an equal aggregate principal amount of registered Bonds of the same series and maturity of any authorized denomination. Registered Bonds, upon surrender at the principal corporate trust office of the Paying Agent with a written instrument of trans- fer in form satisfactory to the Paying Agent, as Registrar, duly exe- cuted by the registered holder or his attorney or legal representative duly authorized in writing, may, at. the option of the registered holder thereof, and upon payment by such registered holder of a sum sufficient to cover any expenses of the City and any governmental tax or charge required to be paid, be exchanged for an equal aggregate Principal amount of coupon Bonds, of the same series and maturity with all unmatured coupons thereto appertaining attached, or for registered Bonds of the same series and maturity of any other authorized denomination and registered in the name of the same registered holder. SECTION 3.06. N~GOTIABILIT~, P~GIS~ION AND TRANSFER. Title to any coupon Bond, and to any coupon, shall pass by delivery as negotiable instruments payable to bearer. The Paying Agent, as Registrar, shall keep the Bond Register, for the account of the City, for t_he registration of and for the registration of transfers of registered Bonds as provided in this Resolution. The transfer of registered Bonds may be registered only on the Bond Register upon surrender thereof by the Holder of such Bond in person or by his attorney or legal, representative duly authorized in writing together with a written instrument of transfer in form' satisfactory to t. he Paying Agent duly executed by the Holder of such Bond or his attorney or legal representative duly authorized any expenses of the City and any governmental tax or charge required to be paid. Upon any such registration of transfer, the City shall issue in the name of the transferee and the Paying Agent shall authenticate a new registered Bond or Bonds. The City and the Paying Agent may deem and treat the person in whose name any registered Bond be registered as the absolute owner of such registered Bond for all purposes. Such right of ownership shall include receiving payment of principal of, redemption premium (if any) and interest on any such registered Bond. Payment shall be made only to or upon the order of the registered Holder thereof or his legal representative. Ail such payments shall be valid and effectual to satisfy and discharge the liability upon such registered Bond to the extent of the sum or sums to be so paid. Ail Bonds issued under this Resolution, whether in bearer form with coupons attached or registered form, shall have such attributes of negotiability as are provided for under the laws of the State of Florida. The City and the Paying Agent may deem and 'treat the bearer of any coupon Bond or coupon as the absolute owner thereof for the purpose of receiving any payment on such Bond or coupon. Payment shall be made only to the bearer thereof. Ail such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums to be so paid may require the payment of a. sum sufficient to pay any expenses of the City and any tax or other governmental charge required to be paid with respect to any such registration of transfer. Neither the City nor the Paying Agent shall be required (a) to register the transfer of any Bond for a period of ten days nex~ preceding any interest payment date on such Bond' or next preceding .any selection of such Bond to be redeemed and thereafter until after the first publication or mailing of any notice of redemption or (b) to register ~he ~ransfer of any Bond called for redemption in WhOle or in part. SECTION 3.07. BONDS ~TTr.~TED, DEST]IOYED, STOLEN OR LOST. In case any Bond shall become mutilated or be destroyed, stolen or lost, the City may in its discretion issue and deliver a new Bond with all unmatured coupons, if any, so mutilated, destroyed, stolen or lost in exchange and substitution of such mutilated Bond, upon surrender and cancellation of such mutilated Bond and attached cou- pons, if any, or in lieu of and substitution for the Bond and attached coupons, if any, destroyed, stolen or lost, and upon the holder furnishing the City proof of his ownership thereof and satis- factory indemnity and complying with such other reasonable regula- tions, and conditions as the City may presuxibe and paying such expenses as the City may incur. All Bonds and coupons so surrendered shall be cancelled by the Clerk and held for t_he account of the City. If any such Bond or coupon shall have matured or be about to mature, instead of issuing a substituted Bond or coupon, the City may -14- Res. No. 113-82 pay the same, upon being indemnified as aforesaid, and if such Bond or coupon be lost, stolen or destroyed, without surrender thereof. Any such duplicate B~nds and coupons issued pursuant to this section shall constitute original, additional contractual obli- gations on the part of the City, whether or not the lost, stolen or destroyed Bonds or coupons be at any t/me found by anyone, and such duplicate Bonds and coupons shall be entitled to equal and propor- =ionate benefits and rights as to lien and source and security for payment from the net revenues of the Combined Public Utility pledged herein, with. all other Bonds and coupons issued hereunder. SECTION 3.08. FOP~ OF BONDS AND CO~. The text of the Bonds and coupons, shall be of substantially the following tenor, with such omissions, insertions and variations as may be necessary and desirable and .authorized or permitted by this resolution or any subsequent resolution or ordinance adopted prior .to the issuance ther eof = -15- Res. No. 113-82 No. $5,000 [Form of Coupon Bond authorized hereunder] UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF PALM BEACH CITY OF DEL~AY BEACH WATER AND SEWER REVENUE BOND, SERIES KNOW ALL MEN BY THESE PRESENTS that the City of Delray Beach, in Palm Beach County, Florida, for value received, hereby promises to pay to the bearer, or if this bond be registered, to the registered holder as herein provided, on the first day of June, 19__, from the revenues hereinafter mentioned, the principal sum of FIVE .THOUSAND DOLLARS with interest thereon at the rate of per centum per annum, pay- able semi-annually on the first day of June and the first day of December of each year upon. the presentation and surrender of the annexed couPOns as t. hey severally fall due. Both principal of and interest' on this bond. are payable at the principal office of The Chase Manhattan Bank, (NRA.) New York, New York, in lawful money of the United States of America. (Here insert provisions for redemption prior to maturity, if any) This bond is one of an a-mthorized issue of bonds in the aggregate principal amount of not exceeding $4,000,000 of like date, tenor and effect, except as to number, interest rate and date of 'maturity, issued to provide funds to finance the construction and acquisition of additions, extensions and improvements to ~he Combined Public Utility of the City (consisting of the combined Water and Sewer system), under the authority of and in full compliance with the Constitution and Statutes of the State of .Florida, including particularly Chapter 166, Florida Statutes, as amended and -16- Res. Nc. 113-8! supplemented, and other applicable provisions of law, and a resolution duly adopted by City Council of the City of Delray Beach on , 19__ (hereinafter called "Resoluti'on"), and is subject to all the terms and conditions of the Resolution. The bonds are issuable as coupon bonds in the denomination of $5,000 or as registered Bonds without coupons in the dsnomination of $5,000 or any integral multiple thereof. Bonds may be exchanged for an equal aggregate principal amount of bonds of the -_~me maturi- ty, of authorized denominations and bearing interest at the same rate, at the principal corporate trust office of the Paying Agent, in the manner and subject to the limitations and conditions provided in the ResOlution and without cost. exce~ for any tax or other govern- mental cha=ge. This bond and the coupons appertaining hereto are payable solely from and, together with certain Water and Sewer Revenue Bonds, dated December 1, 1961, certain Water and Sewer Revenue Bonds, Series 1962, dated December 1, 1962, certain Water and Sewer Revenue Refunding Bonds, dated December 1, 1963, certain Water and Sewer Revenue Bonds, Series 1965, dated June 1, '1965, certain Water and Sewer Revenue Bonds, Series 1972, and certain Water and Sewer Revenue Bonds, Series 1979, heretofore issued by the City, and such other obligations as may hereafter be issued on' a parity therewith, secured by lien upon and pledge of the net revenues derived from the opera- tion of the Combined Public Utility of the City of Delray Beach, Florida, all in the manner provided in the Resolution. This bond does not constitute an indebtedness of the City within the meaning of any constitutional, statutory or charter provision or limitation, and it is expressly agreed by the holder of this bond and the coupons appertaining, thereto that such holder shall never have the right to require or compel the exercise of the ad valorem taxing power of the City for the payment of the principal of and interest on this bond or the making of any sinking fund, reserve or other payments provided for in the Resolution. It is further agreed between the City and the holder of this bond that this bond and the obligation evidenced thereby shall not constitute a lien upon the City's Combined Public Utility, or any part thereof, or on any other property of or in the City but shall constitute a lien only on the net revenues derived from the operation of the Combined Public Utility, all in the manner provided in the Resolution. The City, in the Resolution, has covenanted and agreed with the holders and owners of the bonds of this issue to fix and estab- lish and maintain such rates and collect such fees, rentals or other charges for the services and facilities of the Combined Public Utility, and to revise the same from time to time whenever necessary, as will always provide funds sufficient to ~ay, and out of said reve- nues to pay, as the same mature and become 'due, the principal of and interest on the bonds, and all other obligations ranking on a Parity therewith, all reserve or sinking funds or other Payments provided for in the Resolution, the necessary expenses of operating and main- raining the Combined Public Utility, and all other obligations Pay- able out of the revenues of the Combined Public Utility, and' that such rates, fees, rentals or other charges shall not be reduced so as to be insufficient to provide adequate funds for such purposes, and the City has entered into certain further covenants with the holders and owners of the bonds of the issue of which this bond is one, for the exact terms of which reference is made to the Resolution. It is hereby certified and recited that all acts, condi- tions and things required to exist, to happen and to be performed precedent to and in the issuance of this bond, exist, have happened and have been performed in regular and due form and time as required by Laws and Constitution of the State of Florida applicable thereto, and that the issuance of this bond and the issue of bonds of which this bond is one, does not violate any constitutional, statutory or charter debt limitations or provisions. This bond and the coupons appertaining hereto, is, and has all the qualities and incidents, of, a negotiable instrument under -l~- ~. No. 113-22 the law merchant and the Uniform Commercial Code - Investment Securities Law of the State of Florida, and the original holder and each successive holder of this bond, or of the coupons appertaining hereto, shall be conclusively deemed by his acceptance hereof to have agreed that this bond and the coupons appertaining hereto, shall be and have all the qualities and incidents of negotiable instruments under the law merchant and the Uniform Commercial Code - Investment Securities Law of the State of Florida. The' original holder and each successive, holder of this bond, and of the coupons appertaining hereto, shall be conclusively deemed to have agreed and consented to the following terms and conditions: (a) Title to this 'bond, unless registered as herein pro- vided, and to the annexed interest coupons, may be transferred by delivery in the manner provided for negotiable instruments payable to bearer in the law merchant and the Uniform Commercial Code - Investment Securities Law of the State of Florida; (b) Any person in possession of this bond, unless regis- tered as herein provided, or of the interest coupons hereunto apper- taining, regardless of the manner in which he shall have acquired possession, is hereby authorized to represent himself as the absolute owner hereof, and is hereby granted power to transfer absolute title hereto be delivery hereof to a bona fide purchaser, that is, to any one who shall purchase the same for value (present or antecedent) without notice of prior defenses or equities or claims of ownership enforceable against his transferor; every prior taker or owner of this bond, unless registered as herein provided, and of the interest coupons appertaining hereto, waives and renounces all of his equities and rights herein in favor of every such bona fide purchaser, and every such bona fide purchaser shall acquire absolute title hereto and to all rights represented hereby; and (c) The City may treat the bearer of this bond, unless reg- istered as herein provided,and of the interest coupons hereunto appertaining, as the absolute owner hereof for all purposes without being affected by any notice to the contrary. -19- Res. ~o. 123-82 This bond may be registered as to principal only in accordance with the provisions endorsed hereon. IN WITNESS WHEREOF the City of Delray Beach, Florida, has issued this bond and has caused the same to be executed by the manual or facsimile signature of its Mayor and the corporate seal of the City to be affixed hereto or lithographed or imprinted or reproduced hereon, and attested by the manual or facsimile signature of the City Clerk of the City, and ha's caused the interest coupons hereto' attached to be executed with the facsimile signatures of the Mayor and the City Clerk', all as of the first day of , . CITY OF DELRAY BEACH, FLORIDA (SEA~) Mayor Attest: City Clerk (FORM OF COUPON) NO. $ On the first day of , 19 , the City of Delray Beach, Florida will pay to the bearer at the principal office of The Chase'Manhattan Bank, (N.A.) New York, New York, in lawful money of the United States of America from the revenues described in the bond to which this coupon is attached, the sum of Dollars ($ ), upon presentation and surrender of this coupon, being interest then due on its Water and Sewer Revenue Bond, Series , dated , , No. CITY OF DELRAY BEACH,. FLORIDA By Mayor City Clerk (To be inserted in coupons maturing after first callable date on callable bonds - "unless the bond to which this coupon appertains has been previously called for prior redemption and payment thereof duly made or provided for".) -21- Res. :lo. 113-82 PROVISION FOR REGISTRATION This bond may be registered in the name of the holder on the books to be kept by the Director of Finance, as Registrar, or such other Registrar as may hereafter be duly appointed, as to prin- cipal only, such registration being noted hereon by such Registrar, in the .registration blank below, after which no transfer shall be valid unless made on said books by the registered holder or attorney duly authorized and similarly noted in the registration blank below, but it may be discharged from registration be being transferred to bearer, after which it shall be transferable by delivery, but it may be again registered as before. The registration of this bond as to principal shall not restrain the negotiability of the coupons by delivery merely. With the consent of the holder and of the City, this bond, when converted into a bond registered as to principal, may be reconverted into a coupon bond or converted into a fully regis- tered bond and again converted into a bond registered as to principal. Date of : In Whose Name : Manner of : Signature of Registration : Registered : Registration : Registrar -22- Re~. No. 113-82 No. R- $5:000 [Form of Registered Bond authorized hereunder] UNITED STATES OF AMERICA STATE OF FLORIDA COUNT~ OF PALM BEACH CITY OF DELRAY BEACH WATER AND SEWER REVENUE BOND, SERIES KNOW ALL MEN BY THESE PRESENTS that the City of Delray Beach, in Palm Beach County, Florida, for value received, hereby promises to pay to , or to registered assigns or legal representative, on the first day of June, 19 , from the revenues hereinafter mentioned upon the presentation and surrender hereof at the principal corporate trust office of The Chase Mahattan Bank, (N.A.), as paying agent (said bank and any bank or trust company becoming successor paying agent being herein called the "Paying Agent'), the principal sum of DOLLARS ($ ) in any coin or currency of the United States of America which on the date of payment thereof is legal tender for the payment of public and private debts, and to pay, from said revenues, to the registered owner hereof, by check or draft mailed to the registered owner at his address as it appears on the bond registration books of the City maintained by the Paying Agent as Registrar, interest on said princi- pal sum from the date hereof, semi-annually on June 1 and December 1 in each year, in like coin or currency, at the rate of per centum ( %) per annum until payment of said principal sum. (Here insert provisions for redemption prior to maturity, if any) This bond is one' of an authorized issue of bonds in the aggregate principal amount of not exceeding $4,000,000 of like date, tenor and effect, except as to number, principal amount, interest rate and date of maturity, issued to provide funds to finance the construction and acquisition of additions, extensions and improvements to the Combined Public Utility of the City (consisting -23- Res. ~o. t13-82 of ~he combined Water and Sewer system), under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 166, Florida Statutes, as amended and supplemented, and other applicable .~rovisions of law, and a resolution duly a~o~ced by City Council of the City of Delray Beach on , 19__ (hereinafter called ~Resolution'), and is subject to all the terms and conditions of the Resolution. The bonds are issuable as coupon bonds in the denomination of $5,000 or as registered Bonds without coupons, in the denomination of $5,000 or any integral multiple thereof. Bonds may be exchanged for an equal aggregate principal amount of bonds of the same maturi- ty, of authorized denominations and bearing interest at the same rate, at the principal corporate trust office of the Paying Agent, in t. he manner and subject to the'limitations' and conditions provided in the Resolution and without cost exce~c for any tax or other govern- mental charge. This bond and the coupons appertaining hereto are ~ayable solely from and, together with certain Water and Sewer Revenue Bonds, dated December 1, 1961, certain Water and Sewer · Revenue Bonds, Series 1962, dated DeCember 1, 1962, certain Water and Sewer Revenue Refunding Bonds, dated December 1, 1963, certain Water and Sewer Revenue Bonds, Series 1965, dated June 1, 1965, certain Water and Sewer Revenue Bonds, Series 1972, and certain Water and Sewer Revenue Bonds, Series 1979, heretofore issued by the City, and such other obligations as may hereafter be issued on a parity therewith, secured by lien upon and pledge of the net revenues derived from the opera- tion of the Combined Public Utility of the City of Delray Beach, Florida, all in the manner provided in the Resolution. This bond does not constitute an indebtedness Of the City within the meaning of any constitutional, statutory or charter provision or limitation, and it is expressly agreed by the owner of t_his bond that such. owner shall never have the right to require or compel the exercise of the ad valorem taxing power of the City for the payment of the principal of and interest on this bond or the making of any sinking fund, reserve or other payments provided for in the Resolution. It is further agreed between the City and the OWner of this bond that this bond and the obligation evidenced thereby shall no= constitute a lien upon the City's Combined Public Utility, or any part thereof, or on any other property of or in the City but shall constitute a lien only on the net revenues derived from the operation of the Combined Public Utility, all in the manner provided in the Resolution. The City, in the Resolution, has covenanted and agreed with the holders and owners of the bonds of this issue to fix and estab- lish and maintain such rates and collect such fees, rentals .or other charges for the services and facilities of the Combined Public Utility, and to revise the same from time to time whenever necessary, as will always provide funds sufficient to pay, and out of said reve- nues to pay, as the same mature and become due, the principal of and interest on ~he bonds, and all other obligations ranking on a parity therewith, all reserve or sinking funds or other payments provided for in the Resol~/tion, the necessary expenses of operating and main- taining the Combined Public Utility, and all other obligations pay- able out of the revenues of the Combined Public Utility, and that such rates, fees, rentals or other charges shall not be reduced so as to be insufficient to provide adequate funds for such purposes, and the City has entered into certain further covenants with the holders and owners of the bonds of the issue of which this bond is one, for the exact terms of which reference is made to the Resolution. It is hereby certified and recited that all acts, condi- tions and things required to exist, to happen and to be performed precedent to and in the issuance of this bond, exist, have happened and have been performed in regular and due form and time as required by Laws and Constitution of the State of Florida applicable thereto, and that the issuance of this bond and the issue of bonds of which this bond is one, does not violate any constitutional, statutory or charter debt limitations or provisions. -55-- Res. '~. The transfer of this bond is registrable by the registered owner hereof in person or by his attorney or legal representative at the principal corporate trust' office of the Paying Agent, but only in the manner and subject to the limitations and conditions provided in the Resolution and upon surrender and cancellation of this bond. Upon any such registration of transfer, the City shall execute and the Paying Agent shall authenticate and deliver in exchange for this bond, a new bond or bonds, registered in the name of the tranferee, of authorized denominations, in aggregate principal amount equal to the principal amount of this bond, of the same maturity and bearing interest at the same rate. The City and the Paying Agent may deem and treat the person in whose name this bond is =egistered as the absolute owner hereof for the purpose of receiving payment of, or on account, of, the principal, redemption premium, if any, and interest due hereon and for all other purposes. This bond, subject only to the provisions for registration of transfer endorsed hereon and contained in the Resolution, shall at all times be, and shall be understood to be, a fully negotiable instrument under the laws of the State of Florida. IN WITNESS WHEREOF the City of Delray Beach, Florida, has issued this bond and has caused' the same to be executed by the manual or facsimile signature of its Mayor and the corporate seal of the City to be affixed hereto or lithographed or imprinted or reproduced hereon, and attested by the manual or facsimile signature of the City Clerk of the City, all as of the first day of , . CITY OF DELRAY BEACH, FLORIDA By Mayor (SEA~) Attest: City Clerk -26- Res. ~,~o. 113-82 (Form of Validatios Certificate) This bond is one of a series of bonds which were validated by judgment of the Circuit Court of the Judicial Circuit in and for Palm Beach County, rendered on the day of , . Mayor City Clerk (Form of Certificate of Authentication) This bond is one of the issue of bonds designated therein and issued under the provisions of the within-mentioned Resolution. , as Paying Agent By Authorized Officer -27- Res. ARTICLE IV APPLICATION OF BOND PROCEEI~' SECTION 4.01. APPLICATION OF BOND PROCEEDS. T h e p r o- ceeds, including ~he accrued interest, if any, received from ~he sale of the Bonds 'shall be applied by the City pr~nptly upon the delivery of and payment for the Bonds as follows: (A) The accrued interest received on the sale of the Bonds shall be deposited in the Bond Fund hereinafter referred to and used only for the payment of maturing interest on the Bonds. (B) The remaining proceeds of the Bonds shall be deposited in a fund to be known as the 'Construction Fund' and shall be used only to finance the cost of the additions, extensions and improve- ments to the Combined Public Utility, as provided for in this Resolution. The Construction Fund shall be deposited in and held by a bank or trust company which is a member of the Federal Deposit Insurance Corporation. No expenditures shall be made from the construction Fund, except for engineering, financial and. legal expenses, including fees of fis'cai agents, interest on the Bonds as provided in Section 2.01 hereof, administrative expenses, and the cost of issuance of ~he Bonds authorized herein, without the approval of the Consulting Engineers. The City covenants that upon the recei~c of the proceeds of the Bonds issued under the provisions of this resolution, it will to .the full extent of its legal powers, proceed to construct and acquire the additions, extensions and improvements to the Combined Public Utility substantially in accordance with the plans and specifications therefor prepared or to be prepared by the Consulting Engineers, and approved by the City, and in conformity with law and all requirements of all governmental agencies having jurisdiction thereover, and that it will complete such construction and acquisition expeditiously. After the completion of the additions, extensions and improvements to said Combined Public Utility authorized by this Resolution, or the reservation of sufficient money in the -28- Res. :':o. 113-82 Construction Fund, for the completion thereof, as certified to by the Consulting Engineers, the moneys remaining in the Construction Fund shall be deposited in the reserve portion of the Bond Fund to the extent necessary to make the amount then on deposit therein equal to the amount required to be on deposit in the reserve portion of the Bond Fund at the time of such deposit, and any further balance shall be deposited in the Renewal and Replacement Fund. Moneys in the Construction Fund may be invested and rein- vested by the City in direct obligations of the United States of America, in obligations fully guaranteed by the United States of America, or in Certificates of Deposit fully secured by direct obli- gations of the United States of America or o~ligations fully guaran- teed by the United States of America or by other obligations as are permitted by applicable laws of the State of Florida, maturing not later than the date or dates that the Consulting Engineers shall determine' such moneys shall be necessary for the purposes of the Construction Fund. ART'r ~.,E V COVENANTS, SPECIAL FUNDS AND APPLICATION THEREOF SECTION 5.01. BONDS NOT TO BE INDEBTEDNESS OF THE CITY. Neither the Bonds nor the coupons appertaining thereto, if any, shall be or constitute an indebtedness of the City within the meaning of any constitution, statutory or charter debt limitation but shall be payable solely from the net revenues derived from the opera=ion of the Combined Public Utility, as herein provided. No holder or hold- ers of any Bond issued hereunder, or of any coupon appertaining thereto, shall ever have the right to ccmpel the exercise of the ad valorem taxing power of the City, or taxation in any form of any real property therein to pay said Bonds or the interest thereon. ' SECTION 5.02. BONDS SECURED BY PLEDGE OF NET REVENUES. The payment of the debt service on all of the Bonds shall be secured forthwith equally and ratably by a lien on and pledge of the net rev- enues derived from the operation of the Combined Public Utility, pari passu with the lien on said net revenues with the holders of the Outstanding Bonds. The net revenues derived from the Combined Public Utility, in an amount sufficient to pay the principal of and interest on the Bonds and the Outstanding Bonds and to make payments into the reserve and sinking funds and all other payments provided for in this resolution, are hereby irrevocably pledged to the payment of the principal of and interest on, the Outstanding Bonds, the Bonds, and the other payments provided for herein, as the same become due and payable. SECTION 5.03. COV~NA~ OF THE CIT~. So long as any of the principal of or interest on the Bonds shall be outstanding and unpaid, or until there shall have been set aside in the Bond Fund' hereinafter referred to, including the reserve therein, a sum suffi- cient to pay, when due, the entire principal of the Bonds remaining unpaid, together with interest accrued and to accrue thereon, the City covenants with the holders of any and all of the Bonds issued pursuant to this resolution as follows: -30- Res. No. 113-82 (A) WATER REVENUE FUND AND SEWER REVENUE FUND. That from and after ~he issuance of any of the Bonds herein authorized the Combined Public Utility shall continue to be o~erated on the basis of a Fiscal Year, as defined in Section 1.05 (~9 hereof. On that basis, so long as any of the 1961 Bonds are outstanding, all income and rev- enues of every nature derived from the operation of the Water System of the Combined Public Utility shall be set aside into the Revenue Fund created by Section 7 of the Water Revenue Certificate Ordinance (hereinafter sometimes called' the 'Water Revenue Fund'), and all income and revenues of every nature derived from the operation of the Sewer System of the Combined Public Utility shall be set aside into the Sewer Revenue Fund created by Section 7 of the 1961 Bond Resolution; provided, however, that after retirement of all of the' 1961 Bonds, all revenues of ~he Combined Public Utility may be set aside into a separate and special fund to be known as the 'Water and Sewer Revenue Fund' to be held by certain bank or banks as maybe designated from time to time. by the City Council of the City of Delray Beach, Florida. Any such bank must be a member of the Federal Deposit Insurance Corporation and all such funds so deposited must be secured as required for municipal funds under the laws of the State of Florida. Such fund or funds shall be held by .the bank or banks in accounts separate from all other City accounts, to be paid out only for the purposes and under the circumstances herein provided. (B) DISPOSITION OF WATER AND S~ER REVENUES. That all rev- enues at any time remaining on deposit in the Water Revenue Fund and the Sewer Revenue Fund or the Water and Sewer Revenue Fund shall be disposed of only in the following manner and order of priority: (1) That moneys in the Water Revenue Fund and the Sewer Revenue Fund or the Water and Sewer Revenue Fund shall first be deposited from 'time to time, into a fund, heretofore created and established by the City, and known as the Operation and Maintenance Fund, in such amounts as shall be sufficient to pay the reasonable and necessary expenses of operating and maintaining the Combined -31- Res. No. 113-82 Public Utility. Said expenses are hereby defined as those expenses reasonably incurred in the normal operation of the Combined Public Utility and do not include the cost of additions, extension or other capital improvements, nor any allowance for depreciation of capital assets. Money in the Operation and Maintenance Fund shall be expended as needed by the City for such expenses of operating and maintaining the Combined Public Utility, but to the extent required by the rights of the holders of the outstanding 1961 Bonds, payments for operating and maintaining the Water System shall be made only from the revenues of the Water System and payments for operating and maintaining the Sewer System shall be made only frc~ the revenues of the Sewer System. Joint expenses shall be equitably allotted between the Water System and the Sewer System .as the City Council may determine. (2) Prom the money in the Water Revenue Fund and the Sewer Revenue Fund or the water and Sewer Fund remaining after the afore- mentioned payments into the Operation and Maintenance Fund, t-here shall be paid into the Bond Fund created by the Water Revenue Certificate Ordinance such amount, of the gross revenues of the Combined Public Utility in each Fiscal Year as will be fully suffi- cient to pay all principal of and interest on all First Lien Obligations falling due in such Fiscal Year and to accumulate and maintain the reserve therein as hereinafter required. The Bonds herein authorized shall be payable frcm the Bond Fund as to principal and interest on a parity with the Outstanding Bonds, and there shall be paid into the Bond Fund all accrued interest received from the purchaser upon delivery of the Bonds. Ail payments into the Bond Fund shall be made monthly, on or before the fifteenth day of each month, as herein provided, by the Cityms Director of Finance to such bank or trust company as shall be designated from time to time by the City in subsequent proceedings, and shall be held by such bank or trust company as a trust account solely for the purpose of paying principal of and interest and redemption premiums on all First Lien Obligations. The Bond Fund, -32- Res. ~;o. 113-32 including the reserve, shall be continually secured to the fullest extent permitted or required by the banking laws of the State of Florida for the securing of public funds, and shall be irrevocable and not withdrawable by anyone for any purpose-other than for the payment of principal of and interest and redemption premiums on the First Lien Obligations payable theref=om. It shall be the duty of the bank at least one day urior to t_he 'payment dates to transmit money from the Bond Fund to the paying agent Or paying agents for the First Lien Obligations in such amount as may be needed for the payment of interest, or principal and interest, or principal, interest and redemption premium falling .due. on the next succeeding June 1 or December 1, as the case may be, no later than one day prior to each such June 1 or December 1. (3) In addition to the amounts above required to be paid into the Bond Fund there shall be paid into the reserve portion of the Bond Fund such amounts' in each Fiscal Year as will cause the reserve to accumulate therein, within a period of sixty months an amount equal to the largest amount of principal and interest which will be payable from the Bond Fund in any future twelve month period. The reserve comprising such surplus shall be maintained for t. he purpose of paying principal and interest payable from the Bond Fund falling due in any year as to which there would o%herwise be a default. If at any time it is necessary to use moneys in the reserve for'the payment of interest or principal, the moneys so used shall be replaced from the first revenues thereafter received from t_he opera- tion of the Combined Public Utility not required to be used for main- tenance and operation expenses and for the payment of cUrrent princi- pal and interest, it being the intention hereof that there shall be maintained in the Bond Fund, in addition to the amount required for payments of the principal of and interest on the First Lien Obligations during the then current Fiscal Year, an amount sufficient to pay the largest amount of principal and interest payable from t_he Bond Fund in any future twelve months' 'period as aforesaid. The money in the reserve may, in the discretion of the City Council, be Res. :~o. 113-82 invested in direct obligations of the United States of America, in which event the obligations so acquired shall be held to the credit of the Bond Fund, and in the event the money in the reserve which has been so invested shall be needed for the payment of principal or interest, the bank holding the Bond Fund shall, without specific instructions from the City, liquidate as many of the direct obliga- tions of the United States of America so held as may ~e necessary and have the proceeds of such liquidation applied to-the payment of such principal and interest as it becomes due and payable. (4) In addition to the amounts abowe required to. be paid into the Bond Fund, 'there shall be paid in each Fiscal Year into the Renewal and Replacement Fund created by the Water Revenue Certificate Ordinance, whenever and to the extent' necessary to accumulate and maintain in the Renewal and Replacement 'fund an amount equivalent to five per cent of the gross revenues derived from the operation of Combined Public Utility in the preceding Fiscal Year. Money in the Renewal and Replacement Fund shall be used to pay the cost of making renewals, extensions, replacements or 'improvements to the Combined Public utility when such improvements have been recommended by the Consulting Engineers. Money in the Renewal and Replacement Fund shall also be used for the purpose of paying principal or interest, or both, payable from t. he Bond Fund which falls due in any year for the payment of which there is not sufficient moneys in the Bond Fund, including the reserve therein, for such purpose, and as to which there would otherwise be a default. The money in the Renewal and Replacement Fund may, in the discretion of the City Council, be invested in direct obligations of the united States of America matur- ing not later than five years from date of purchase, in which event the obligations so acquired shall be held to the credit of the Renewal and Replacement Fund. In the event money so invested is needed for the purposes for which the Renewal and Replaceme. nt Fund was created and established such investments shall be liquidated to the extent so necessary. Interest on and earnings derived from the sale of such investznents shall be added to t~he Fund from which said investments were made. When ~he amount in ~he Bond Fund, including the reserve, and in ~he Renewal and Replacement Fund, shall in the aggregate be equal to the amount of all principal and interes~ to maturity or all principal and interest to the next redemption date plus the redemp- tion premiums ~hen applicable on all of, the First Lien Obligations outstanding, further payments into said Funds may be discontinued, and t. he money in such aforementioned Funds shall be used for the retirement or redemption of such First Lien Obligations. Ail money remaining in the Water Revenue Fund, the Sewer Revenue Fund or the Water and Sewer Revenue Fund in each month in which all. installments due during that month and all previous months (assuming equal monthly installments of payments required to be made annually) have been paid may be used to pay the cost of financing improvements and extensions to the Combined Public Utility, to pay principal of and interest and redemption pr.emiums' on junior' lien obligations issued for such purpose, to retire the First Lien Obligations prior to maturity either ~hrough call for redemption or purchase on the open market at a price no higher than that at which the same Firs= Lien Obligations may be called for red~np~ion on the next available redemption date, or for any other lawful purpose. (C) INSURANCE. That so long as any of the Bonds herein authorized remain outstanding, the City w/lI maintain and carry, for the benefit of the holders of the Bonds, insurance on the physical properties of the Combined Public Utility of the kinds and in the amounts normally carried by private companies engaged in ~he o~era- tion of similar pfopert/es. The City will also carry adequate public liability insurance. Ail moneys received for losses under any such insurance policies, excep= public liability policies, are hereby pledged by the City as security for the holders of the First Lien Obligations until and unless such proceeds are paid ou= in making good the loss or damage in respect of which such proceeds are received, either by repairing the property damaged or replacing t~he property destroyed, and adequate provisions for making good such loss and damage are made within ninety (90)days from the date of the loss. The payment of premiums for all insurance policies required under the provisions of ~his section shall be considered to be main- tenance and operation expenses. (D) BOOKS AND RECORDS. That the City covenants and agrees that so long as any of ~he First Lien Obligations remain outstanding and unpaid proper books of records and accounts will be ke~fc by the City, separate and apart from all other records and accounts, showing complete and correct entries of all transactions relating to the Water System and the Sewer System which cc~prise the Combined Public Utility, and that the holders of any of the First Lien Obligations, or any duly authorized agent or agents of such holders, shall have the right at all reasonable times to inspect all records, accounts and data relating thereto and to inspec~ the Combined Public Utility and all properties comprising the same. The City further .agrees that it will within sixty (60) days following the close of each Fiscal Year cause an audit of such books and accounts to be made .by an inde- pendent firm of certified public accountants, showing the recei~s and disbursements for the accounts of the Water System and the Sewer System of the Combined Public Utility, and that such audit will be available for inspection by the holder of any of the First Lien Obligations. Each such audit in addition to whatever matters may be thought proper by the accountant to be included therein, shall include the following: 1. A statement in detail of the income and expendi- tures of the Water System and the Sewer System of the Combined Public Utility for such Fiscal year. 2. A balance sheet as of the end of such Fiscal Year. 3. The accountant's comment regarding the manner in which and extent to which the City has carried out the requirements of this resolution, the Water Revenue Certificate Ordinance, the 1961 Resolution, the 1962 -36- Res. No. 113-3£ Resolution, the 1963 Resolution, 'the 1965 Resolution, the 1979- Resolution, and the 1979 Resolution and the accountant's recommendation for any change or improvement in the operation of either the Water System or the Sewer System of the Combined Public Utility. 4. A list of the insurance policies in force at the end of the Fiscal Year, setting out as to each pol. icy the amount of the policy, the risks covered, the name of the insurer and the expiration date of the policy. 5. The number of metered water customers, the number of unmetered water customers, if any, the nUmber of hydrants connected to the Water System, and the number of applications for water service on hand existing at the end of the year. 6. The number of gallons of water shown to have passed ~hrough the master meter of the City during such Fiscal Year, the number of gallons of water billed, the estimated number of gallons of water used for flushing mains and for extinguishing fires, and the number of gal~ lons of water unaccounted for. 7. The number of properties connected to ~he Sewer System at the end of the Fiscal Year and the number of properties to which sewer service is available and which are not connected to said Sewer System at the end of the Fiscal Year. 8. The number of applications for sewer service on hand at the end of the Fiscal Year and the number of appli- cations for such service received during such Fiscal Year. 9. A statement showing the balances existing at the beginning and end of the Fiscal Year in the Bond Fund, including the reserve therein, together with all deposits and withdrawals made during said Fiscal Year and the monthly deposit requirements for the Bond Fund during the next succeeding Fiscal Year. -37- Res. No. 113-22 10. The total billings for such Fiscal Year and the average monthly billing per customer. 11. Ail schedules of rates and charges imposed for the Water System and the Sewer System of the Combined Public Utility during such Fiscal Year. The City agrees to furnish a copy of each such audit to the holder of any of the First Lien Obligations at his request after the close of each Fiscal Year, and that any such holder shall have the right to discuss with the accountant making the audit the contents of the audit and to ask for such additional information as he may rea- sonably require. The City further agrees that it will furnish the original purchaser of the Bonds and all parity bonds and any holder, upon request, monthly, operating reports of the Water System and the Sewer System of the Combined Public Utility in reasonable detail, and that it will mail each such report to the last known address of such purchaser or holder not later than fifteen (15) days after the close of the month covered thereby. (E) HATE~. That the City covenants and agrees with the holder or 'holders of any of the First Lien Obligations that it will faithfully and punctually perform all duties with respect to the Water System and the Sewer System of the Combined Public Utility required by the laws of the State of Florida, and that it will fix and collect sufficient rates and charges for water and sewer services furnished by the Combined Public Utility and will segregate and apply the income derived therefrom in the manner provided by this resolu- tion and that the revenues will at all times be fully sufficient to operate and maintain the Combined Public Utility and to pay principal of and interest on the First Lien Obligations promptly as each falls due and to make available for purposes junior in priority to current principal and interest requirements of all First Lien Obligations an amount at least equal to twenty-five per cent of such requirement. The City of Delray Beach further irrevocably covenants, binds and obliga'tes itself not to sell, lease, encumber or dispose of the Combined Public Utility or any substantial part thereof until all of -38- Res. :qo. ~,~3-82 the First Lien Obligations have been paid in full as to both principal and interest, and further covenants and agrees with the holders of said First Lien Obligations to maintain said Combined Public Utility in good condition and to maintain a continuous and sufficient supply of water for distribution by the Wa=er System of the Combined Public Utility. The City further covenants and agrees ~hat every officer, agent or employee of the City having custody or control of any of the moneys derived from the operation of the Combined Public Utility shall be bonded by a responsible corporate surety in an amount not less than the greatest amount reasonably anticipated to be within the custody or control of such officer, agent or employee at one time. The premiums on such surety bonds shall be ~aid by the Cit-y as rea- Sonable and necessary expense of operation and maintenance. (F) BTr. r.s. That the City agrees to submit unit bills for water and sewer service of the Water System and the Sewer System of the Combined Public Utility to each person or firm liable for the payment of such water and sewer charges and not to accept payment for one- type of service only. If any water user shall become delinquent for more than sixty (60) 'days in ~he payment of water or sewer charges, or both, the City will promptly to the full extent ~ermitted by law, shut off the supply of water to such user and will not resume such supply until all delinquent charges and penalties, including a reconnection charge of not less than $3.50, have been ~id. A user shall be deemed delinquent if he has not ~aid the full amount of any bill within thirty (30) days after it shall have been mailed to him. (G) ISSUANCE OF PARI PA~SU. OBLIGATIONS. That all First Lien Obligations shall enjoy complete parity of lien on the revenues of the Combined Public Utility despite the fac~ that any of the First Lien Obligations may be delivered at an earlier date than other First Lien Obligations. The City expressly covenants and agrees that it will issue no other bonds or obligations of any kind or nature payable from or enjoying a lien on the revenues of the Combined -39- Res. No. 1_13-82 Public Utility prior to or on a parity with the First Lien Obligations. The provisions of the above paragraph are subject to the exception that if prior to the payment of the Bonds herein autho- rized, it shall be found desirable to refund any First L'ien · Obligations, the First Lien Obligations or any part thereof may be refunded with the consent of the holders thereof (excep~ that as to matured obligations or obligations which have been properly called for redemption, such consent shall not ~e necessary) and the refund- ing obligations so issued shall enjoy complete equality of lien with the portion of the First Lien Obligations which are not refunded, if any, and t. he refunding obligations shall continue to enjoy whatever priority of lien over subsequent issues may have been enjoyed by the First Lien Obligations refunded, provided, however, that if only a portion of the outstanding First Lien Obligations is so refunded, no refunding obligation may. bear interest at a rate higher or mature at a date earlier than the First Lien Obligation refunded thereby with- out the consent of the holders of the unrefunded portion of the First Lien Obligations. The provisions o.f the second above paragraph are subject to the further exception that the City may issue additional obligations on a parity with the 1961 Bonds, the 1962 Bonds, the 1963 BOnds, the 1965 Bonds, the 1972 Bonds, the 1979 Bonds and the Bonds herein authorized upon compliance with all of the terms and conditions set out for the issuance of such parity obligations in Section 12 of the Water Revenue Certificate Ordinance. Upon retirement of all 1961 Bonds, such additional obliga- tions may be issued if all the following conditions are met: (a) The average annual net revenues of the Combined Public Utility for the- two completed Fiscal Years immediately preceding the issuance of the additional obligations must have been equal to one and one-half times the highest combined interest and principal requirements for any succeeding Fiscal Year on all First Lien Obligations then outstanding and the obligations so proposed to be -40- Res. No. 113-82 issued. "Net revenues" for the purposes of this paragraph and the other paragraphs of this section shall be understood to refer to the gross revenues of the Combined Public Utility remaining after there have been deducted therefrom the reasonable expenses of operating and maintaining the Combined Public Utility. If during the aforesaid two completed Fiscal Years rates imposed for services furnished by all or any part of said Combined Public Utility shall have been increased the Consulting Engineers for the Combined Public utility may deter- mine the additional net revenues resulting from such rate increase for the period it shall have been in effect and may add to the net revenues detera%ined as above prescribed seventy-five percent (75%) of the additional net revenues which in the opinion of the Consulting Engineers based on such determination, would have been derived from the operation of the Combined Public Utility during the part of said two completed Fiscal Years prior to the making of such rate increase, had such increase been in effect during such part of said two com- pleted Fiscal Years. If the average annual 'net revenues of the Combined Public Utility for the two completed Fiscal Years ~diately preceding the issuance of the additional obligations, adjusted as above provided, shall have been equal to one and one-fifth times the highes~ combined interest and principal requirements for any succeeding Fiscal Year of all First Lien Obligations then outstanding and the obligations so proposed to be issued, there may also be added to the net revenues of the Combined Public Utility for the two completed Fiscal Years imme- diately preceding, for purposes of the above computation, seventy- five percent (75%) of the additional net revenues estimated by the aforesaid Consulting Engineers to be received by reason of the opera- tion of such additional, facilities during the first two completed Fiscal Years following the placing in operation of the additional facilities to be acquired with the proceeds of such additional obligations. If there shall be pledged to the payment of such additional obligations revenues to be derived by the City from the imposition of -41- Res. No. 113-82 a utilities service tax on the sale or purchase of utility services in the City (other than the sale or purchase of water or water services) there may also be added to the net revenues of the Combined Public Utility for the two completed Fiscal Years immediately preced- ing the issuance of the additional obligations for the purposes of the second above paragraph the net revenues derived by the City from the proceeds of such utilities service tax during said two Fiscal Years: If only a part of such utilities service tax proceeds is so pledged, then there may be added to the aforesaid net revenues the net revenues derived by the City from the proceeds of the part of said utilities service tax during said two Fiscal Years which is to be so pledged to the payment of such' additional obligations. (b) The payments required to be made into the Bond Fund including the reserve must be current. (c) The additional obligations must be payable as to prin- cipal on June 1 of each year in which principal falls due and must be payable as to interest on December 1 and June 1 of each year. (d) The proceeds of the additional obligations must be used solely for the making of additions, extensions, improvements, renew- als, replacements or repairs to the Combined Public Utility or refunding any junior lien obligations hereafter issued for any such purpose-or refunding any or all of the $1,100,000 Utilities Tax Revenue Certificate, Series 1962, which the City has issued for. paying the cost of certain improvements to the Sewer System of t_he Combined Public Utility. It is hereby declared that the foregoing conditions show the intention of the corresponding provisions of the Water Revenue Certificate Ordinance, the 1961 Bond Resolution, the 1962 Bond Resolution, the 1963 Bond Resolution, the 1965 Bond Resolution, the 1972 Bond Resolution and the 1979 Bond Resolution to the extent not in conflict with the rights of the holders of the 1961 Bonds and the 1962 Bonds, said provisions shall hereafter be so interpreted. -42- Res. No. L13-82 (H) NO COVETING FRANCHISE AND P~.&TED COVENANTS. That so far as it legally may, the City covenants and agrees for the protection and security of the First Lien Obligations: (a) That it will not grant a franchise to any competing water system or sewer system to operate in the City until all First Lien Obligations have been retired. (b) That so long as any of the .First Lien Obligations remain outstanding the City will maintain its corporate identity, will make no attempt to cause its corporate existence to be abol- ished, and will resist all attempts by other municipal corporations to annex all or any part of the territory now or hereafter in the City or serviced by the Water System and/or Sewer System of the Combined Public Utility. (c) That the owner, tenant or occupant of each lot or parcel of land within 'the City which abuts upon any street or other public way containing a sanitary sewer, which is served or which can be served by the Sewer System of the Combined Public Utility and upon which lot or parcel a building shall have been constructed for resi- dential, commercial or industrial use shall connect such building with such sanitary sewer and shall cease to use any other method for the disposal of sewage, sewage waste or other polluting matter. Ail such connection shall be made in accordance with rules and regula- tions which shall be adopted from time to t/me by the City Council, which rules and regulations may provide for a charge for making any such connection in such reasonable amount as the City Council may fix and establish. (d) That the City hereby covenants and agrees that whenever and to the extent that it may levy any tax on or measured by the pur- chase of water distributed or sold by the Water System of the Combined Public Utility, the proceeds of such tax shall be considered part of the revenues of t_he Water System for the purposes of this resolution, and such proceeds are hereby made subject to the same pledge herein made as other revenues of the Water System. -43- Res. No. 113-82 (I) SALE OF BONDS. That the Bonds herein authorized shall be sold in such manner and at such time or times as may hereafter be determined by resolution of the City Council. (J) I~E~DIES. That in addition to all other rights enjoyed by the holders of the First Lien Obligations, such holders shall have the right by mandamus or other appropriate suit or action in any court of competent jurisdiction to enforce his or their rights against the City, the governing body thereof, and any and all offi- cers and agents thereof, including, but without limitation, the right to require the City and its governing body to fix and collect rates and charges fully adequate to carry out all of the provisions and agreements in this resolution contained. (K) ~ODIFICATION OF HESOLUTION. That the holders of seventy-five percent (75%) in principal amount 02. the First Lien Obligations at any time outstanding (not including in any case any obligations which may then be held or owned by or for the account of the City, but including such refunding obligations as may be issued for the .purpose of refunding any First Lien Obligations if such refunding obligations are not owned by t. he City), shall have the right from t_%me to time to consent to and approve the adoption by the City of resolutions or ordinances modifying or amending any of the terms or provisions contained in this resolution, the Water Revenue Certificate Ordinance, the 1961 Bond Resolution, the 1962 Bond Resolution, the 1963 Bond Resolution, the 1965 Bond Resolution, the 1972 Bond Resolution, or the 1979 Bond Resolution, in the,manner and to the extent set out below. T~is right, however, shall not be con- strued to authorize the amendment of the Water Revenue Certificate Ordinance, the 1961 Bond Resolution, the 1962 Bond Resolution, the 1963 Bond Resolution, .the 1965 Bond Resolution, the 1972 Bond Resolution, the 1979 Bond Resolution or this resolution without obtaining the consent of. 75% in principal amount of the holders of the Bonds outstanding under the 1961 Bond Resolution, the 1962 Bond Resolution, the 1963 Bond Resolution, the 1965 Bond Resolution, the -44- Res. No. 113-82 1972 Bond Resolution, the 1979 Bond Resolution and this resolution. No modification hereunder may: (a) Make any change in the maturity of any of ~he Firs= Lien Obligations. (b) Make any change in the rate of interest ~orne ~y any of said obligations. (c) Reduce ~he amount of the principal or redem~ion pre- mium payable on any First Lien Obligations. (d) Modify the terms of payment of principal or of interest or of redemption premiums on the First Lien Obligations or any of them or impose any conditions with respect to such payment. (e) Affect the rights of the holders of fewer than all of the First lien Obligations t. hen outstanding. Whenever the City sh~ll propose to amend or modify an ordi- nance or resolution under the provisions of this section, it shall cause notice of the proposed amendment to be published one t/me in a financial newspaper or journal published in the City of New York, new York, or Chicago, Illinois. such not/ce shall briefly set forth the nature of the proposed amendment and shall state that a co~y of the proposed amendatory ordinance or resolution is on file in the office of the City Clerk for public inspection. Whenever at any time within one year from the ~ate of the publication of said notice there shall be filed in the office of said City Clerk an instrument or instruments executed by the holders of at least seventy-five percent (75%) in aggregate principal ~mount of t_he First Lien Obligations then outstanding as in this section defined, which instrument or instruments shall refer to the proposed amenda- tory ordinance or resolution described in said notice and shall spe- cifically consent to and approve the adoption thereof, thereupon but not otherwise, the City Council may ado~ such amendatory ordinance or resolution and it shall become effective. If the holders of at least seventy-five percent (75%) in aggregate principal amount of the First Lien Obligations outstanding as in this section defined, at the time of the adoption of such -45- Res. :~o. 113-82 amendatory ordinance or resolution, or the predecessors in title of such holders, shall have consented to and approved the adoption thereof as herein provided, no holder of any First Lien Obligation whether or not such holder shall have consented to or shall have revoked any consent as in this section provided, shall have any right or interest to objec~ to the ado~ion of such ~endatory ordinance or resolution or to object to any of the terms or provisions therein contained or to the operation thereof or to enjoin or restrain the City from taking any action pursuant to the provisions thereof. Any consent given by the hol~er of a First Lien Obligation pursuant to the provisions of this section shall be irrevocable for a period of six months from the date of the publication of the notice above provided for and shall be conclusive and binding upon all future holders of the. same First Lien Obligations during such period. Such consent may be revoked at any time after six months from the date of the publication of such notice by the holder who gave such consent or by a successor in title by filing notice of such revocation with the City Clerk, but such revocation shall not be effective if the holders of seventy-five percent (75%) in aggregate principal amount of the First Lien Obligations outs~nding as in this section defined have, prior to the att~.pted revocation; consented to and approved the amendatory ordinance or resolution referred to in such revocation. The fact and date of the execution of any instrument under the provisions of this section may be proved by the certificate of any officer in any jurisdiction who by the laws thereof is authorized to take acknowledgments of deeds within such jurisdiction, that' the person signing such instrument acknowledged before him the execution thereof, or may be proved by an affidavit of a witness to such execu- tion sworn to before such officer. The amount and numbers of the First Lien Obligations held by any person executing such instrument and the date of his holding the same may be proved by a certificate executed by any responsible bank or trust company showing that on the date therein mentioned such person had on deposit with such bank or trust company the First Lien Obligations described in such certificate. (L) DISCHARGE AND SATISFACTION OF BONDS PURSUANT TO ~HIS RESOLUTION. The covenants, liens and pledges entered into, created or imposed pursuant to this Resolution may be fully dis- charged and satisfied with respect to the Bonds issued pursuant to this Resolution any maturity or maturities of such Bonds or any por- tion of such maturity or maturities, in any one or more of the fol- lowing ways: (a) by paying the principal of and interest on such Bonds when the same shall become, due and payable; or (b) by' irrevocably depositing in trust with a bank, trust company or national banking association, moneys sufficient at the time of such deposit to pay such Bonds or such portion thereof or such maturity or maturities of such Bonds or such portion of such maturity or maturities, any portion thereof, and the redemption pre- mium, .if any, as the same become due on such Bonds or such portion. thereof or such ma.turity or maturities of such Bonds or such portion of such maturity or maturities, on or prior to their redemption date or maturity date thereof; or (c) by irrevocably depositing in trust with a bank, trust company or national banking association, moneys that, when invested in direct obligations of the United States of America or obligations fully guaranteed by the United States of America, the principal of and interest on such investments when due will provide moneys which shall be sufficient to pay such Bonds or such portion thereof or such maturity or maturities of such Bonds or such portion of such maturity or maturities, and the redemption premium, if any, as the same shall become due on such Bonds or such portion thereof, or such maturity or maturities of such Bonds or such portion of such maturity or maturi- ties, on or prior to their redemption date or maturity date thereof. Upon such payment or deposit in the amounts and manner provided in this Section, such Bonds or such portion thereof or such maturity or maturities of such Bonds or such portion of such maturity -47- Res. ~;o. ~ ~ ~-32 or maturities, shall no longer be deemed to be outstanding for the purposes of this Resolution and all liability of the City with respect to such Bonds or such portion thereof or such maturity or maturities of such Bonds or such portion of such maturity or maturi- ties, shall cease, and be completely discharged and extinguished, and the holders thereof shall be entitled for payment solely out of the moneys or securities so deposited. (M) VALIDATION. That Herbert W.A. Thiele, as attorney for the City, is hereby authorized and directed to take appropriate pro- ceedings in the Circuit Court of the Fifteenth Judicial Circuit of Florida in and for Palm Beach County for the validation of the Bonds, and the Mayor and City Clerk are hereby authorized to sign any plead- ings in such proceedings for and on behalf of the City Council of the City of Delray Beach. (N) SEVERABrnIT~ OF INVALID PROVISIONS. That if any sec- tion, paragraph, clause or provision of this resolution shall be held to be invalid for any reason, such invalidity shall not affect the validity or enforceability of any of the remaining provisions hereof. (0) P~I~EALEH. That all resolutions or riders or parts thereof in conflict herewith are. to the extent of such conflict hereby repealed. Passed and adopted on this 21st day of December , 19 8__2. Attest: ~ City Clerk