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f 1 "Insurance Consultant" means (a)the Risk Manager for the City or (b) any insurance consultant or firm of insurance consultants generally recognized to be well qualified in insurance consulting matters relating to Water and other municipal systems, appointed and paid by the City, and who or each of whom (1) is in fact independent and not under the domination of the City, (2) does not have a substantial financial interest, direct or indirect, in the operations of the City, and (3) is not connected with the City as a councilmember, officer, or employee of the City, but may be regularly retained to make reports to the City "Interest Payment Date" means a date on which an interest installment of the 2017 Installment Sale Payment is due and payable, being February 1 and August 1 of each year to which reference is made, commencing on August 1, 2017 "Maintenance and Operation Costs" means the reasonable and necessary costs paid or incurred by the City for maintaining and operating the Water System, determined in accordance with Generally Accepted Accounting Principles, including all reasonable expenses of management and repair and other expenses necessary to maintain and preserve the Water System in good repair and working order, and including all administrative costs of the City that are charged directly or apportioned to the operation of the Water System, such as salaries and wages of employees, overhead, taxes (if any) and insurance premiums, and including all other reasonable and necessary costs of the City or charges required to be paid by it to comply with the terms hereof or of any resolution authorizing the issuance of any Bonds or of such Bonds, or of any resolution authorizing the execution of any Contract or of such Contract, such as compensation, reimbursement and indemnification of the trustee for any such Bonds or Contracts and fees and expenses of Independent Certified Public Accountants and Independent Engineers, Insurance Consultants and the Finance Director, but excluding in all cases depreciation, replacement and obsolescence charges or reserves therefor, amortization of intangibles and intergovernmental transfers by the City which are not reimbursements or payments for overhead or other administrative expenses incurred by the City "Maximum Annual Debt Service"means the greatest total Debt Service payable in any Fiscal Year during the period commencing with the next ensuing Fiscal Year and terminating with the Fiscal Year in which payments are due under the last outstanding Bonds, the last outstanding Contract or this 2017 Installment Sale Agreement, whichever is later "Net Proceeds" means, when used with respect to any condemnation award or with respect to any insurance proceeds, the amount of such condemnation award or such insurance proceeds remaining after payment of all expenses (including attorneys' fees) incurred in the collection of such award or such proceeds "Net Water Revenues" means, for any Fiscal Year, the Water Revenues during such Fiscal Year less the Maintenance and Operation Costs dunng such Fiscal Year 5 2762682 3