HomeMy WebLinkAboutResolution 89-17
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RESOLUTION NO.
89-17
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A RESOLUTION AUTHORIZING THE PRIVATE SALE OF
NOT TO EXCEED $6,500,000 CITY OF OCOEE,
FLORIDA, WATER AND SEWER SYSTEM REVENUE BONDS,
SERIES 1989A AND $4,000,000 CITY OF OCOEE,
FLORIDA, WATER AND SEWER SYSTEM REVENUE BONDS,
SERIES 1989B; APPROVING THE SALE THEREOF TO
BARNETT BANK OF CENTRAL FLORIDA, N .A. ;
APPOINTING A REGISTRAR; APPOINTING A PAYING
AGENT; DESIGNATING THE BONDS AS BANK
QUALIFIED; PROVIDING FOR THE SMALL ISSUER
EXCEPTION TO REBATE; PROVIDING CERTAIN OTHER
MATTERS IN CONNECTION THEREWITH; AND PROVIDING
AN EFFECTIVE DATE.
WHEREAS, the city of Ocoee, Florida (the IlIssuerll), has by
Resolution No.
89-16
adopted on December 26, 1989 (the
IlResolutionll), authorized the issuance of not to exceed $6,500,000
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ci ty of Ocoee, Florida, Water and Sewer System Revenue Bonds,
Series 1989A, to refund certain outstanding obligations of the
Issuer and $4,000, 000 City of Ocoee, Florida, Water and Sewer
system Revenue Bonds, Series 1989B, to finance the improvements,
extensions and additions to the Water and Sewer System of the
Issuer; and
WHEREAS, the Bonds to be issued by the Issuer are in a
relatively small principal amount, and, therefore, a public sale
of the Bonds is impractical and uneconomical in the prevailing bond
market, and due to the willingness of Barnett Bank of Central
Florida, N.A., to purchase not to exceed $6,500,000 principal
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amount of City of Ocoee, Florida, Water and Sewer System Revenue
Bonds, Series 1989A and the $4,000,000 City of Ocoee, Florida,
. Water and Sewer system Revenue Bonds, Series 1989B (the IlBondsll),
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it is hereby determined that it is in the best interest of the
public and the Issuer to sell the Bonds at a private sale; and
WHEREAS, the Issuer has received a commi tment (the
lICommitmentll) to purchase said Bonds from Barnett Bank of Central
Florida, N.A. (the lIPurchaserll), a copy of which is attached hereto
as Exhibit lIAlI and incorporated herein by reference, the acceptance
of which the Issuer determines to be in the best interest of the
Issuer; and
WHEREAS, the Issuer has received all disclosure information
required by section 218.385, Florida Statutes, a copy of which is
attached hereto as Exhibit lIBlI; and
WHEREAS, this resolution shall be deemed to be a Supplemental
Resolution under the terms of the Resolution and all capitalized
undefined terms used herein shall have the meaning set forth in the
Resolution.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF OCOEE, FLORIDA, as follows:
SECTION 1. The City ratifies its actions taken on December
19, 1989 accepting the Commitment.
SECTION 2. The private sale to the Purchaser of not to exceed
$6,500,000 City of Ocoee, Florida, Water and Sewer System Revenue
Bonds, Series 1989A, and $4,000,000 City of Ocoee, Florida, Water
and Sewer System Revenue Bonds, Series 1989B, is hereby authorized
and approved.
SECTION 3. In consideration of the Purchaser's acceptance of
the Bonds authorized to be issued pursuant to the Resolution, this
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Resolution shall be deemed to be and shall constitute a contract
between the Issuer and such Purchaser and any subsequent Holders
of the Bonds.
SECTION 4.
The Bonds shall be dated as of the date of the
delivery of such Bonds to the Purchaser, shall bear interest at the
rates, shall mature in the years and amounts, and shall be subject
to redemption, as set forth in the Resolution.
SECTION 5. The Interest Dates for the Bonds shall be April 1,
July 1, October 1 and January 1 of each year, commencing April 1,
1990. The Bonds shall mature on January 1, 1995.
SECTION 6. The Bonds shall be issued under and secured by the
Resolution and shall be issued in substantially the form set forth
in the Resolution.
SECTION 7. The Series 1989A Bonds shall be issued as a single
fully-registered bond in such principal amount as shall be
sufficient to redeem the Refunded Bonds upon issuance of the Series
1989A Bonds and to pay the costs of issuing the Series 1989A Bonds.
Upon the issuance of the Series 1989A Bonds, the remaining
authorized but unissued Series 1989A Bonds shall be cancelled and
shall not be issued.
SECTION 8. The City Clerk is hereby appointed to serve as
Registrar for the Bonds. The Finance Director of the City is
hereby appointed to serve as Paying Agent for the Bonds.
SECTION 9. All prior resolutions or other actions of the
Issuer inconsistent with the provisions of this Resolution are
hereby modified, supplemented and amended to conform with the
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provisions herein contained and except as otherwise modified,
supplemented and amended hereby shall remain in full force and
effect.
SECTION 10. The Bonds shall not be or constitute a general
obligation of the Issuer within the meaning of any constitutional,
statutory or other limitation of indebtedness, but shall be payable
solely as provided in the Resolution. No holder of the Bonds shall
ever have the right to compel the exercise of the ad valorem taxing
power of the Issuer or taxation in any form of any real property
therein to pay the Bonds or the interest due thereon.
SECTION 11. The Mayor and the City Clerk of the Issuer or any
other appropriate officers of the Issuer, including the Finance
Director, the City Manager, the City Attorney and the city Engineer
are hereby authorized and directed signing singly to execute any
and all certifications or other instruments or documents required
by the Resolution (including in the case of the Mayor, the Finance
Director, the City Manager and the City Engineer, draw requests in
substantially the form attached to the Resolution as Exhibit B),
this Resolution or any other document referred to above as a
prerequisite or precondition to the issuance of the Bonds and any
such representation made therein shall be deemed to be made on
behalf of the Issuer. All action taken to date by the officers of
the Issuer in furtherance of the issuance of the Bonds is hereby
approved, confirmed and ratified.
SECTION 12. The Issuer designates the Bonds as "qualified
tax-exempt obligations" within the meaning of section 265(b) (3) of
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the Internal Revenue Code of 1986, as amended (the "Code"). The
Issuer and any subordinate entities of the Issuer and any issuer
of "tax-exempt" debt that issues "on behalf of" the Issuer covenant
during calendar year 1989 to not issue more than $10,000,000 of
"tax-exempt" obligations, exclusive of any private activity bonds,
as defined in section 141(a) of the Code, and exclusive of
refunding obligations pursuant to section 265(b) (3) (D) (ii) of the
Code.
SECTION 13. In accordance with the Code, the Issuer
represents and covenants that it is a governmental unit with taxing
powers; that the Bonds are not private activity bonds as defined
in section 141(a) of the Code; that 95% or more of the net proceeds
of the Bonds (i.e., the face amount of the Bonds), are to be used
for the local governmental activities of the Issuer and that the
aggregate face amount of all obligations of the Issuer (including
all subordinate entities of the Issuer and entities, if any, which
issue bonds on behalf of the Issuer), the interest on which is not
includable in federal gross income (other than private activity
bonds as defined in section 141 (a) of the Code and other than
refunding bonds qualifying pursuant to section 148(f) (4) (C) (iii)
of the Code), issued during the calendar year 1989 will not exceed
$5,000,000.
SECTION 14. This Resolution shall take effect immediately
upon its adoption.
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FROM 8 M 0 904 224 1544
12.26.1989 8105
P. 7
PASSED AND ADOPTED BY' TUB CITY COMMISSION OF THE CITY' OF
OCOEE, FLORIDA, this ~~ day ot December, 1~8~
(SEAL)
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FOR USE AND IlELING ONLY
BY THE CITY 01 ocaa.
4~AllOfCIMI~
lIIis 'r;I.. ~ ,,"I ~I,crl'~
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e, CiIf
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*CORPORATE BANKING
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1 2. 1 2. 89
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..m8tt SInk of
Central Plortda, N.A.
Deoember 12, 1989
201 South Orang' Avenue
Su~e 300
Orlando, Florida 32801.3487
~07/420.2887
Mr. IVan post.on
Finance Director
City of Qeoee
150 North Lakeshore Drive
OC088, Florida 34761
Dear Mr. Poston:
I am pleased to advise you that Barnett Bank ot Central
Florida, N.A. ("Bankd) commits to the following bond
anticipation note subject to the terms and conditions
stated below. This letter replaces my previous letter to
you dated December 4, 1989.
BORROWER I
AMOUNT :
city of Oeoee
Up to a $6,500,000.00 Series A
bond anticipation note or bond
and a $4,000,000.00 series B bond
antioipation note or bond. The
$4,000,000.00 bond issue will be
available on a draw down basis.
PURPOSE:
Series A
To refinance the Sewer System
Revenue Bonds series 1987 and to
finance issuance costs.
SQries B
To finance improvements to the
City'S water and sewer system and
to pay issuance oosts.
RATE z
option ,~: 66.'% of Barnett
Banks, Inc. Prime, adjusted on the
date of any rate change. (The
rate ~s currently 7.00').
EXHIBIT A
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Mr. Ivan poston
DeQ8mber 12, 1989
Page Two
UNDERWRITING FIEs
ORIGINATION 'BE:
LEGAL FEES:
PRlPAYHINT PENALTY:
BALANCE RlQUIREHBHT:
RBPAYMDT TIRMS:
MA'l'URITY:
*eORPORATE BANKING
P03
The Prime Ra~e 1s a reterence rate
for the information and use of the
Bank in establishinq the actual
rat.e t.O charge its borrowers. The
Prime Rate 1s not necessarily
charged to any particular class or
borrower.
pption 12: 7.05% fixed until
maturity.
None.
None.
The city will pay $5,000.00 to be
applieO 'toward. bank review counsel
expenses. Counsel representing
the bank will be David Hull with
the law firm of Mahoney, Adams,
and crisar, P.A. He can be
reached at (904) 354-1100.
No prepayment penalty will apply
to a partial or full prepayment of
either Series A or Series 8.
Barnett Bank will retain its
exiatinq accounts with the city of
Ocoee in substantially the same
form throuqhout the t.erm of the
bond. In addition, t.he bank will
have the opportunity to bid on the
majority of the City's operatinq
accounts and banking servioes
90inq forward.
Interest only tor five (5) years,
p.yabla ~artarly. Principal due
a1: ,matur1ty.
Five (5) years from date of
closing.
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*CORPORATE BANKING
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Mr. Ivan Poston
Deoember 12, 1989
paqe Thre.
COLLATERAL:
The Series A and Series B Bonds
will be secured on a parity basis
by a tirst priority pledge of all
gross revenues derived by
the city trom the operation of the
city's sewer and water system.
For this purpose, Revenue shall
mean all income or earnings,
including any income from
investments, derived by the City
from the operation of its sewer
and water system, excluding impact
fees.
The Series B Bond will also be
secured by a first priority pledge
of impact fees from the city's
sewer and water system, and a
first priority pledqe of the cash
payments due from developers that
are described on attached Exhibit
1, and on the letters of credit
described on Exhibit 1 which
seoure the developers' obliqat1on
to make such cash payments.
(In the event that the City
chooses to refinance either Series
A or Series B with a pUblic bond
issue, the collateral on the
ban~'s remaining bond issue will
be renegotiated satisfacto~y to
both parties. ,
CONDITIONS:
1. Each year the Borrower will provide the Bank with an
annual CPA audited financi41 statement within 150 days
of fiscal year-end in accordance with qenerally
accepted accounting principles. The statements will
include a separate breakout of the water and sewer
funds and will ascertain the adequacy of the water and
sewer rates to meet existing debt service requirements.
2. A balanced budqet for ehe city of Ocoee shall be
adopted and provided to the Bank prior to the beginning
of eaoh fiscal year.
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*CORPORATE BANKING
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Mr. Ivan poston
December 12, 1989
paq. Four
3. Bond Counsel to be approved by Bank. All documentation
to be prepared by Bond Counsel. All documentation,
terms, provisions, and 18qal opinions are subject to
Bond Counsel and Bank Review Counsel approval. Closing
is subject to Bond Counsel's approving opinion as to
the legal issuance of the bonds, the exemption of the
interest on the bonds from income taxation and the
designation of the loan as a nqualified tax-exempt
obligation" under current Internal Revenue Codes. Bond
counsel will require an oplnion(s) of City's Counsel
pertaininq to the legal issuance of certain actions and
resolutions of the city in connection with this
financing. Bank counsel fees will not exceed
$5,000.00.
4. Borrower may issue additional parity debt if the annual
debt service coverage on the eXistinq and proposed neW
debt is no less that 123t for the preceding and
projected 12 month period.
~. The City will covenant in the resolutions authorizing
the Bonds that the amount of qualified tax-exempt
obligations (other than private activity bonds) issued
by the City during 1989 and during each subsequent year
that it has the right to advances under any of the
Bonds will not exceed $10,000,000.
In the event that the City violates this covenant the
interest rates quoted will be increased to compensate
for the reSUlting loss of all or part of the bank's tax
deduction disallowance on related interest expense.
6. Fundinqs under this acoommodation, which are held in
escrow will be placed in Barnett Bank deposit and/or
investment accounts under mutually agreeable terms and
conditions.
7. To ~he extend p~~itted by lawr ~e interest rate will
be retroactively adjusted to fully compensate for any
taxes or charges to the Bank .s a result of the
following:
a. there is a Change in the maximum marginal corporate
income tax rate to the Bank,
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*CORPORATE BANKING
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Mr. Ivan poston
December 12, 1989
paqe Five
b. the bond interest becomes partially taxable, either
directly or indirectly, to the Bank as a result of a
minimum tax, a change in the interest expense tax
deduotion disallowance on Bank liabilities or any
other change in the tax law,
c. the bond interest is determined to be fully taxable,
d. any interest or penalties are assessed the Bank due
to the above.
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(Note: The rate will be adjusted based
s~stantially on formulas outlined in Resolution No.
87-21 for the $6,800,000.00 Sewer System Revenue
Bonds, Series 1987).
9. The Bank will make every effort to have the completed
credit facility in place and funds available on or
before Pee ember 29, 1989.
10. The city will impose annual water and sewer rates
beqinninq in fisoal 1990-91 that are equal to or
exceeding 110% of the annual debt service requirements.
Additional sources of revenue (i.e. oonnection fees)
can also be included in this calculation.
11. Funds from Series B may be drawn at closinq and
invested until needed for the expansion project or
drawn from the Bank "as needed" to fund the intended
expenditures. Draws for project expenditures will be
made subject to a written requisition from the City to
the Bank (for its approval) which w111il1Qlud.e a
certificate from the City Clerk that the expenditures
are authorized by the Commission and that attached
invoices, (or proofs of payment in the event of a
request for reimbursement to the city) are valid and
correct. Funds from series B may be requisitioned up
to a period of time that is mutually aqreed upon in
advance between the Borrower and the Bank.
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12. The city will maintain adequate <as mutually
determined) liability, workmen's compensation insurance
coveraqe and hazard insurance for full replacement
value on all sewer system buildings, equipment,
vehicles, supplies and above ground facilitie., less
reasonable and customary deductibles.
13. In the event that the City'S water and sewer systems
are sold or leased, the outstanding debt from both
Series A and series B will be prepaid in full wi~hout
penalty.
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*CORPORATE BANKING
PO?
Mr. Ivan POllton
Decamber 12, 1989
Page Six
14. The city's obligations hereunder are subject to
ratification by action of the City Commission after a
hearing preceded by at least 1 days public notice
published in a newspaper of qeneral circulation in the
city. The City shall give the required notice so that
this hearinq can be held on December 26, 1989.
If you are in agreement with the terms and conditions set
forth above, please acknowledge lour acceptance by signing
the enclosed copy and returninq t to my attention on or
before December 19, 19&9, at which ti.e this commitment
will expire.
Barnett Bank is pleased to submit this proposal tor your
consideration. If you have any questions, please do not
hesitate to contact me at 420-2791.
r-icerelY,
\L.2.
Anne E. Kelley
Vice President
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AEK/glo
Acknowledged and accepted this
1989.
&oDOWD:
By:
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day of December,
The City of oeoee
Ivan poat.on
Finance Director
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Barnett Bank of
Central Florida, N.A.
DISCLOSURE STATEMENT
201 South Orange Avenue
Suite 300
Orlando, Florida 32801 -3487
407/420-2887
Barnett Bank of Central Florida, N.A.
Orlando, Florida
(1) An itemized list of estimated expenses to be incurred by
Barnett Bank of Central Florida, N.A., in connection with the issuance
of the $6,500,000 City of Ocoee, Florida, Water and Sewer System
Revenue Bonds, Series 1989A and the $4,000,000 City of Ocoee, Florida,
Water and Sewer System Revenue Bonds, Series 1989B (the "Bonds").
(a) $5,000.00 - Mahoney, Adams & Criser, P.A.
(b) $2,500.00 - Barnett Banks Trust Company, N.A.
(2) The names, addresses, and estimated amounts of compensation
of any person who enters into an understanding with either the Issuer
or Barnett Bank of Central Florida, N.A., or both, for any paid or
promised compensation or valuable consideration, directly or
indirectly, expressed or implied, to act solely as an intermediary
between the Issuer and Barnett Bank of Central Florida, N.A. or who
exercises or attempts to exercise any influence to affect any
transaction in the purchase of the Bonds.
NONE
(3) The amount of underwriting spread expected to be realized.
NONE
(4) The amount of the management fee to be charged by Barnett
Bank of central Florida, N.A.
NONE
paid
bond
Bank
(5) Any other fee, bonus, and other compensation estimated to be
by Barnett Bank of Central Florida, N.A. in connection with the
issue to any person not regularly employed or retained by Barnett
of Central Florida, N.A.
NONE
EXHIBIT B
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(6)
The name and address of Barnett Bank of Central Florida,
N.A.
Barnett Bank of Central Florida, N.A.
Suite 300
201 South Orange Avenue
Orlando, Florida 32801
DATED this 29th day of December, 1989.
Respectfully submitted,
BARNETj/BANK OF CENT~ ~LORIDA' N.A.
By: ~ [, Ktfi}':
Ti tie: Vice President 6~/---
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RESOLUTION NO. 89-16
A RESOLUTION PROVIDING FOR THE CONSTRUCTION
AND ACQUISITION OF CERTAIN IMPROVEMENTS TO THE
COMBINED WATER AND SEWER SYSTEM OF THE CITY OF
OCOEE, FLORIDA, AND FOR THE REFUNDING OF
CERTAIN INDEBTEDNESS INCURRED BY THE CITY OF
OCOEE, FLORIDA; AUTHORIZING THE ISSUANCE BY
THE CITY OF NOT TO EXCEED $6,500,000 WATER AND
SEWER SYSTEM REVENUE BONDS, SERIES 1989A, AND
OF $4,000,000 WATER AND SEWER SYSTEM REVENUE
BONDS, SERIES 1989B, TO FINANCE THE COST
THEREOF; PLEDGING CERTAIN NON-AD VALOREM
REVENUES OF THE CITY TO SECURE PAYMENT OF THE
PRINCIPAL OF AND INTEREST ON SUCH BONDS;
MAKING CERTAIN COVENANTS AND AGREEMENTS FOR
THE BENEFIT OF THE HOLDERS OF SUCH BONDS;
PROVIDING CERTAIN OTHER MATTERS IN CONNECTION
THEREWITH; AND PROVIDING AN EFFECTIVE DATE.
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BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OCOEE,
FLORIDA:
ARTICLE I
GENERAL
SECTION 1.01. Definitions. When used in this Resolution,
the following terms shall have the fOllowing meanings, unless the
context clearly otherwise requires:
"Act" shall mean Chapter 166, Part II, Florida Statutes and
other applicable provisions of law.
"Additional Bonds" shall mean the obligations issued at any
time under the provisions of section 5.02 hereof on a parity with
the Series 1989 Bonds and any Additional Bonds.
"Additional project" shall mean the acquisition, construction
or reconstruction of capital improvements to the System and shall
include all property rights, easements, franchises and equipment
relating thereto and deemed necessary or convenient for the
construction or acquisition or the operation thereof which are
financed in whole or in part with the proceeds of Additional Bonds.
"Additional Security" shall mean with respect to any Series
of Bonds any legally available non-ad valorem revenues legally
pledged by Supplemental Resolution for the payment of such Bonds,
including, not limited to (i) revenues of the Issuer, (ii) a debt
service reserve fund, or (iii) a letter of credit, municipal bond
insurance, surety bond or other credit support. No Additional
Security shall be pledged to the Series 1989 Bonds.
"Additional Security Fund" shall mean the "City of Ocoee Water
and Sewer system Revenue Bonds Additional Security Fund" created
pursuant to section 4.04 hereof.
"Amortization Installment" shall mean an amount designated as
such by Supplemental Resolution of the Issuer and established with
respect to any Term Bonds. There shall be no Amortization
Installment with respect to the Series 1989 Bonds.
"Annual Debt Service" shall mean, with respect to any Fiscal
Year, the aggregate amount of (1) all interest required to be paid
on the outstanding Bonds during such Fiscal Year, except to the
extent that such interest is to be paid from deposits in the
Interest Account made from Bond proceeds, (2) all principal of
Outstanding Serial Bonds maturing in such Fiscal Year, and (3) all
Amortization Installments herein designated with respect to such
Fiscal Year.
"Authorized Issuer Officer" shall mean any person authorized
by resolution of the Issuer to perform such act or sign such
document.
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"Bond Amortization Account" shall mean the separate account
in the Revenue Fund established pursuant to section 4.04 hereof.
"Bond Counsel" shall mean any attorney at law or firm of
attorneys, of nationally recognized standing in matters pertaining
to the exclusion from gross income for federal income tax purposes
of interest on obligations issued by states and political
subdivisions, and duly admitted to practice law before the highest
court of any state of the united states of America, who shall be
retained from time to time by the Issuer.
"Bondholder" or "Holder" or "holder" or any similar term, when
used with reference to a Bond or Bonds, shall mean any person who
shall be the registered owner of any outstanding Bond or Bonds as
provided in the registration books of the Issuer maintained by the
Registrar.
"Bonds" shall mean the Series 1989 Bonds, together with any
Additional Bonds issued pursuant to this Resolution.
"City Engineer" shall mean the City Engineer of the Issuer.
"Clerk" shall mean the City Clerk of the Issuer, or such other
person as may be duly authorized by the Issuer to act on his or her
behalf.
"Code" shall mean the Internal Revenue Code of 1986, as
amended, and the regulations and rules thereunder in effect or
proposed.
"Connection Charges" shall mean the charges imposed on those
connecting to the System for the actual cost of physically
connecting to the System.
"Construction Fund" shall mean the City of Ocoee Water and
Sewer System Revenue Bonds Construction Fund established pursuant
to section 4.03 hereof.
"consulting Engineers" shall mean one or more independent,
qualified and recognized consulting engineer or firm of consulting
engineers having favorable repute, skill and experience with
respect to the planning and operation of the System who shall be
retained from time to time by the Issuer.
"Cost" when used in connection with a Project, shall mean, to
the extent permitted by law, the Issuer's cost of physical
construction; (2) costs of acquisition by or for the Issuer of such
Project; (3) costs of land and interests therein and the cost of
the Issuer incidental to such acquisition; (4) the cost of any
indemni ty and surety bonds and premiums for insurance dur ing
construction; (5) all interest due to be paid on the Bonds during
the construction period of such Project and for a reasonable period
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thereafter; (6) engineering, legal and other consultant fees and
expenses; (7) costs of machinery or equipment required by the
Issuer for the commencement of operation of such Project; or (8)
any other costs properly attributable to such construction or
acquisition, as determined by generally accepted accounting
principles and shall include reimbursement to the Issuer for any
such items of Cost heretofore paid by the Issuer in anticipation
of the issuance of the Bonds. Any Supplemental Resolution may
provide for additional items to be included in the aforesaid Costs.
"Cost of Operation and "Maintenance" of the System shall mean
the then current expenses, paid or accrued, in the operation,
maintenance and repair of the System, as calculated in accordance
with generally accepted accounting principles, but shall not
include expenses not annually recurring, such as any reserve for
renewals and replacements, extraordinary repairs or any allowance
for depreciation, any Annual Debt Service or any payments in lieu
of taxes.
"Debt Service Fund" shall mean the City of Ocoee Water and
Sewer System Revenue Bonds Debt Service Fund created pursuant to
Section 4.04 hereof.
"Federal Securities" shall mean only direct obligations of or
obligations fully guaranteed as to principal and interest by the
United States of America.
"Fiscal Year" shall mean the period commencing on October 1
of each year and continuing through the next succeeding September
30, or such other period as may be prescribed by law.
"Gross Revenues" or "Revenues" shall mean all income or
earnings, including Connection Charges, received by the Issuer or
accrued to the Issuer from the ownership, use or operation of the
System and all parts thereof, including investment income, if any,
earned on any fund or account created pursuant to this Resolution,
and on any fund or account established by the Issuer for the
System, all as calculated in accordance with generally accepted
accounting principles, but "Gross Revenues" or "Revenues" shall not
include proceeds from the sale or other disposition of the System
or any part thereof, condemnation awards or proceeds of insurance
received with respect to the System. Notwithstanding the
foregoing, "Gross Revenues" or "Revenues" shall not include Sewer
system Development Charges or Water System Development Charges.
"Initial Project" shall mean the acquisition, construction and
erection of certain capital improvements to the System, all as more
specifically set forth on Exhibit "A" attached hereto and made a
part hereof, including, without limitation, all property rights,
appurtenances, easements, franchises and equipment relating thereto
and deemed necessary or convenient for the acquisition,
construction or erection thereof, in accordance with certain plans
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on file or to be on file with the Clerk, with such changes,
deletions, additions or modifications to the enumerated
improvements, equipment and facilities, or such other improvements
as approved by the City commission of the Issuer in accordance with
the Act.
"Interest Account" shall mean the separate account in the Debt
Service Fund established pursuant to Section 4.04 hereof.
"Interest Date" shall be such date or dates for the payment
of interest on a Series of Bonds as shall be provided by
Supplemental Resolution.
"Issuer" or "City" shall mean the City of Ocoee, Florida.
"Maximum Annual Debt Service" shall mean the largest amount
of Annual Debt Service for any Fiscal Year in which Bonds shall be
Outstanding, excluding all Fiscal Years which shall have ended
prior to the Fiscal Year in which Maximum Annual Debt Service shall
be computed.
"Maximum Interest Rate" shall mean, with respect to any
particular Variable Rate Bonds, a numerical rate of interest, which
shall be set forth in the Supplemental Resolution of the Issuer
delineating the details of such Bonds, that shall be the maximum
rate of interest such Bonds may at any time bear in the future in
accordance with the terms of such Supplemental Resolution. If no
such Maximum Interest Rate is set forth in such Supplemental
Resolution, the Maximum Interest Rate with respect to such Variable
Rate Bonds shall be deemed to be the maximum rate permitted by law.
"Mayor" shall mean the Mayor of the Issuer, or such other
person as may be duly authorized by the Issuer to act on his or her
behalf.
"Outstanding" when used with reference to Bonds and as of any
particular date, shall describe all Bonds theretofore and thereupon
being authenticated and delivered except, (1) any Bond in lieu of
which another Bond or other Bonds have been issued under an
agreement to replace lost, mutilated or destroyed Bonds, (2) any
Bond surrendered by the Holder thereof in exchange for another Bond
or other Bonds under Sections 2.06, 2.07 and 2.08 hereof, (3) Bonds
cancelled after purchase in the open market or because of payment
at or redemption prior to maturity and (4) Bonds defeased pursuant
to Section 8.01 of this Resolution.
"Paying Agent" shall mean any paying agent for Bonds appointed
by or pursuant to this Resolution and its successors or assigns,
and any other Person which may at any time be substituted in its
place pursuant to this Resolution. The city Clerk or the Finance
Director of the City may serve as Paying Agent pursuant to this
Resolution.
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"Permitted Investmentsl' shall mean any investments authorized
pursuant to the laws of the state.
"Person" shall mean an individual, a corporation, a
partnership, an association, a joint stock company, a trust, any
unincorporated organization or governmental entity.
"Pledged Funds" shall mean (1) the Gross Revenues of the
System, (2) to the extent permitted by law, the Water System
Development Charges Bond Service Component, (3) to the extent
permitted by law, the Sewer System Development Charges Bond Service
Component, (4) with respect to any particular Series of Bonds, any
Additional Security pledged pursuant to this Resolution or by
Supplemental Resolution, and (5) until applied in accordance with
the provisions of this Resolution, all moneys, including
investments thereof, in the funds and accounts established
hereunder(except the Rebate Fund).
"Principal Account" shall mean the separate account in the
Revenue Fund established pursuant to Section 4.04 hereof.
"Project" shall mean, as applicable, the Initial Project and
any Additional Project.
"Project certificate" shall mean that certificate of the
Qualified Independent Consultant filed with the Issuer at or prior
to the delivery of any Series of Bonds setting forth (i) the
estimated total cost of the Project, (ii) the estimated cost of the
Sewer Expansion Facilities portion of the Project, if any, (iii)
the estimated cost of the Water Expansion Facilities Portion of the
Project, if any, (iv) the Sewer Expansion Percentage, if any, and
(v) the Water Expansion Percentage, if any.
"Prudent utility Practice" shall mean, in respect of any
particular utility industry, any of the practices, methods and acts
which, in the exercise of reasonable judgment, in the light of the
facts, including but not limited to the practices, methods and acts
engaged in or approved by a significant portion of such utility
industry prior thereto, known at the time such decision was made,
would have been expected to accomplish the desired result at the
lowest reasonable cost consistent with reliability, safety and
expedition. It is recognized that Prudent utility Practice is not
intended to be limited to the optimum practice, method or act to
the exclusion of all others, but rather is a spectrum of possible
practices, methods or acts which could have been expected to
accomplish the desired result at the lowest reasonable cost
consistent with reliability, safety and expedition.
"Qualified Independent Consultant" shall mean one or more
qualified and recognized independent consultants, having favorable
repute, skill and experience with respect to the duties of the
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Qualified Independent Consultant to be provided to the Issuer, as
shall from time to time be retained by the Issuer to perform the
acts and carry out the duties herein provided for such consultants.
lIRebate Fundll shall mean the City of Ocoee Water and Sewer
System Revenue Bonds Rebate Fund established pursuant to Section
5.18 hereof.
lIRedemption Pricell shall mean, with respect to any Bond or
portion thereof, the principal amount or portion thereof, plus the
applicable premium, if any, payable upon redemption thereof
pursuant to such Bond or this Resolution.
lIRefunded Bonds" shall mean the not to exceed $6,800,000 City
of Ocoee, Florida Sewer system Revenue Bonds, Series 1987.
lIRefunded Securities" shall mean Federal Securities.
lIRegistrar" shall mean any registrar for the Bonds appointed
by or pursuant to Supplemental Resolution and its successors and
assigns, and any other Person which may at any time be substituted
in its place pursuant to Supplemental Resolution. The City Clerk
may serve as Registrar pursuant to this Resolution.
lIResolution" shall mean this Resolution, as the same may from
time to time be amended, modified or supplemented by Supplemental
Resolution.
"Revenue Fund" shall mean the City of Ocoee Water and Sewer
System Revenue Bonds Revenue Fund established pursuant to section
4.04 hereof.
"Serial Bonds" shall mean all of the Bonds other than the Term
Bonds.
"Series" shall mean all the Bonds delivered on original
issuance in a simultaneous transaction and identified pursuant to
sections 2.01 and 2.02 hereof or a Supplemental Resolution
authorizing the issuance by the Issuer of such Bonds as a separate
series, regardless of variations in maturity, interest rate,
Amortization Installments or other provisions.
"series 1989 Bonds" shall mean collectively the Series 1989A
Bonds and the Series 1989B Bonds authorized pursuant to Section
2.02 hereof.
"series 1989A Bonds" shall mean the not to exceed $6,500,000
City of Ocoee, Florida Water and Sewer System Revenue Bond, Series
1989A authorized pursuant to section 2.02 hereof.
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"series 1989B Bonds" shall mean the $4,000,000 City of Ocoee,
Florida Water and Sewer System Revenue Bond, Series 1989B
authorized pursuant to Section 2.02 hereof.
"Sewer Expansion Facilities" shall mean improvements,
extensions and additions to the Sewer system, together with all
lands or interest therein, including plants, buildings, machinery,
franchises, pipes, mains, fixtures, equipment and all property real
or personal, tangible or intangible, heretofore or hereafter
constructed or acquired in order to meet the increased demand upon
the Sewer System, whether actual or anticipated, created by new
users connecting to the Sewer System.
"Sewer Expansion Percentage" shall mean that number, expressed
as a percentage, which represents that portion of the total cost
of any Project financed from the proceeds of a particular Series
of Bonds which is attributable to Sewer Expansion Facilities, if
any, as shall be determined by the Qualified Independent Consultant
and set forth in the Project Certificate.
"Sewer System" shall mean the existing properties and assets,
real and personal, tangible and intangible, owned and operated by
the Issuer, and directly or indirectly used or useful for the
collection, transmission, treatment and disposal of sewage, and
all properties and assets hereafter constructed or acquired as
addi tions, improvements and betterments thereto and extensions
thereof.
"Sewer System Development charges" shall mean the impact fees
and charges levied upon and collected from new users of the Sewer
System (or the proceeds of any security provided for the payment
thereof) to the extent the same are lawfully available for the
acquisition and construction of Sewer Expansion Facilities and for
Sewer System Development Charges Bond Service Components.
"Sewer system Development Charges Bond Service Component"
shall mean with respect to any Series of Bonds as of any particular
date of calculation, the Sewer Expansion Percentage, if any,
multiplied by the Annual Debt Service for said Series of Bonds.
With respect to the Series 1989A Bonds, the Sewer System
Development Charges Bond Service Component shall be zero.
"Sewer System Development Charges Fund" shall mean the IlCity
of Ocoee Sewer system Development Charges Fund created pursuant to
Section 4.04 hereof.
"State" shall mean the State of Florida.
"Subordinated Indebtedness" shall mean that indebtedness of
the Issuer, subordinate and junior to the Bonds, issued in
accordance with the provisions of Section 5.01 hereof.
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"Supplemental Resolution" shall mean any Resolution of the
Issuer amending or supplementing this Resolution adopted and
becoming effective in accordance with the terms of Sections 7.01
or 7.02 hereof.
"system" shall mean collectively the Water System and the
Sewer System.
"Taxable Bond" shall mean any Bond which states, in the body
thereof, that the interest income thereon is includable in the
gross income of the Holder thereof for federal income tax purposes
or that such interest is subject to federal income taxation.
"Term Bonds" shall mean those Bonds which shall be designated
as Term Bonds hereby or by Supplemental Resolution of the Issuer
and which are subject to mandatory redemption by Amortization
Installments.
"Variable Rate Bonds" shall mean Bonds issued with a variable,
adjustable, convertible or other similar rate which is not fixed
in percentage for the entire term thereof at the date of issue.
"Water Expansion Facilities" shall mean improvements,
extensions and additions to the Water System, together with all
lands or interest therein, including plants, buildings, machinery,
franchises, pipes, mains, fixtures, equipment and all property real
or personal, tangible or intangible, heretofore or hereafter
constructed or acquired in order to meet the increased demand upon
the Water System, whether actual or anticipated, created by new
users connecting to the Water System.
"Water Expansion Percentage" shall mean that number, expressed
as a percentage, which represents that portion of the total cost
of any Project financed with the proceeds of any particular Series
of Bonds which is attributable to Water Expansion Facilities, if
any, as shall be determined by the Qualified Independent Consultant
and set forth in the Project certificate.
"Water system" shall mean the existing properties and assets,
real and personal, tangible and intangible, owned and operated by
the Issuer, and directly or indirectly used or useful for the
supply, storage, treatment, transmission and distribution of water,
and all properties and assets hereafter constructed or acquired as
additions, improvements and betterments thereto and extensions
thereof.
Water System Development Charges Fund" shall mean the "City
of Ocoee Water System Development Charges Fund" created pursuant
to Section 4.04 hereof.
"Water System Development Charges" shall mean the impact fees
and charges levied upon and collected from new users of the Water
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System (or the proceeds of any security provided for the payment
thereof) to the extent the same are lawfully available for the
acquisition and construction of Water Expansion Facilities and for
Water System Development Charges Bond Service Components.
"Water System Development Charges Bond Service Component"
shall mean with respect to any series of Bonds as of any particular
date of calculation, the Water Expansion Percentage, if any,
multiplied by the Annual Debt Service for said Series of Bonds.
With respect to the Series 1989A Bonds, the Water System
Development charges Bond Service Component shall be zero.
The terms "herein," "hereunder," "hereby," "hereto," "hereof"
and any similar terms, shall refer to this Resolution; the term
heretofore shall mean before the date of adoption of this
Resolution; and the term "hereafter" shall mean after the date of
adoption of this Resolution.
Words importing the masculine gender include every other
gender.
Words importing the singular number include the plural number,
and vice versa.
SECTION 1.02. Authority for Resolution. This Resolution is
adopted pursuant to the provisions of the Act.
SECTION 1.03. Resolution to Consti tute Contract. In
consideration of the purchase and acceptance of any or all of the
Bonds by those who shall hold the same from time to time, the
provisions of this Resolution shall be a part of the contract of
the Issuer with the Holders of the Bonds and shall be deemed to be
and shall constitute a contract between the Issuer and the Holders
from time to time of the Bonds. The pledge made in this Resolution
and the provisions, covenants and agreements herein set forth to
be performed by or on behalf of the Issuer shall be for the equal
benefit, protection and security of the Holders of any and all of
said Bonds. All of the Bonds, regardless of the time or times of
their issuance or maturity, shall be of equal rank without
preference, priority or distinction of any of the Bonds over any
other thereof except as expressly provided in or pursuant to this
Resolution.
SECTION 1.04. Findings. It is hereby ascertained, determined
and declared:
(A) That the Issuer owns and operates a combined Water System
and Sewer System.
(B) The Sewer System was acquired with the proceeds of the
Refunded Bonds.
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(C) That the Issuer deems it necessary, desirable and in the
best interests of the Issuer that the Initial Project be acquired,
constructed and erected and that the Refunded Bonds be refunded
with the proceeds of the Series 1989 Bonds.
(D) That the Initial Project and the refunding of the Refunded
Bonds shall be financed with the proceeds of the Series 1989 Bonds.
(E) That no portion of the Pledged Funds are pledged or
encumbered in any manner, except with respect to the payment of the
Refunded Bonds. Such lien in favor of the holders of the Refunded
Bonds on a portion of the Pledged Funds shall be defeased upon the
issuance of the Series 1989A Bonds, and the City hereby covenants
that it will not issue any additional bonds under the resolution
of the City authorizing the Refunded Bonds.
(F) The Series 1989B Bonds shall not be issued prior to the
issuance of the Series 1989A Bonds.
(G) That the principal of and interest on the Bonds and all
other payments provided for in this Resolution will be paid solely
from the Pledged Funds; and the ad valorem taxing power of the
Issuer will never be necessary or authorized to pay the principal
of and interest on the Bonds and the Bonds shall not constitute a
lien upon any property of the Issuer other than the Pledged Funds.
(H) The Issuer adopted this Resolution after a public hearing
preceded by at least seven (7) days notice of the hearing and the
proposed action by publication in a newspaper of general
circulation in the City in accordance with the requirements of the
City Charter of the Issuer.
SECTION 1.05. Initial Proiect. The Issuer does hereby
authorize the acquisition, construction and erection of the Initial
Project in accordance with Exhibit "A" attached hereto and made a
part hereof.
SECTION 1.06. Refundina of Refunded Bonds. The Issuer does
hereby authorize the refunding of the Refunded Bonds.
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ARTICLE II
AUTHORIZATION, TERMS, EXECUTION
AND REGISTRATION OF BONDS
SECTION 2.01. Authorization of Bonds. This Resolution
creates an issue of Bonds of the Issuer to be designated as "City
of Ocoee, Florida, Water and Sewer System Revenue Bonds" which may
be issued in one or more Series as hereinafter provided. The
aggregate principal amount of the Bonds which may be executed and
delivered under this Resolution is not limited except as is or may
hereafter be provided in this Resolution or as limited by the Act
or by law.
The Bonds may, if and when authorized by the Issuer pursuant
to this Resolution, be issued in one or more Series, with such
further appropriate particular designations added to or
incorporated in such title for the Bonds of any particular Series
as the Issuer may determine and as may be necessary to distinguish
such Bonds from the Bonds of any other Series. Each Bond shall
bear upon its face the designation so determined for the Series to
which it belongs.
The Bonds shall be issued for such purpose or purposes; shall
bear interest at such rate or rates not exceeding the maximum rate
permi tted by law; and shall be payable in lawful money of the
United States of America on such dates; all as determined by
Supplemental Resolution of the Issuer. In no event shall the rate
of interest on the Bonds exceed the maximum rate permitted by law.
The Bonds shall be issued in such denominations and such form,
whether coupon or registered; shall be dated such date; shall bear
such numbers; shall be Serial and/or Term Bonds; shall be payable
at such place or places; shall contain such redemption provisions;
shall have such Paying Agents and Registrars; shall mature in such
years and amounts; shall provide that the proceeds thereof be used
in such manner, all as determined by Supplemental Resolution of the
Issuer.
SECTION 2.02. Authorization and DescriDtion of Series 1989
Bonds. A Series of Bonds entitled to the benefit, protection and
security of this Resolution is hereby authorized in an aggregate
principal amount of not to exceed $6,500,000 for the principal
purpose of refunding the Refunded Bonds and paying certain costs
of issuance incurred with respect to such Series. Such Series
shall be designated as, and shall be distinguished from the Bonds
of all other Series by the title "City of Ocoee, Florida Water and
Sewer System Revenue Bonds, Series 1989A."
A Series of Bonds entitled to the benefit, protection and
security of this Resolution is hereby authorized in the aggregate
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principal amount of $4,000,000 for the principal purpose of paying
the cost of acquiring, constructing and erecting the Initial
Project more fully described on Exhibit "A" attached hereto and
made a part hereof and paying certain costs of issuance with
respect to such Series. Such Series shall be designated as, and
shall be distinguished from the Bonds of all other Series by the
title "City of Ocoee, Florida Water and Sewer System Revenue Bonds,
Series 1989B."
The Series 1989A Bonds and the Series 1989B Bonds are
collectively referred to in this Resolution as the "Series 1989
Bonds."
The principal of or Redemption Price, if applicable, on the
Series 1989 Bonds shall be payable in the manner set forth in the
form of the Series 1989 Bond contained in section 2.10 hereof.
Interest on the Series 1989 Bonds shall be payable at the rates and
in the manner set forth in the form of the Series 1989 Bonds
contained in section 2.10 hereof, subject to such changes,
insertions and omissions as shall be approved by the Mayor and the
Clerk, the execution of the Series 1989 Bonds to be conclusive
evidence of such approval. Interest payable on any Series 1989
Bond on any Interest Date will be paid by check or draft of the
Paying Agent to the Holder in whose name such Bond shall be
registered at the close of business on the date which shall be the
fifteenth day (whether or not a business day) of the calendar month
next preceding such Interest Date, or, unless otherwise provided
by Supplemental Resolution, at the option of the Paying Agent, and
at the request and expense of such Holder, by bank wire transfer
for the account of such Holder. In the event the interest payable
on any Series 1989 Bond is not punctually paid or duly provided for
by the Issuer on such Interest Date, such defaulted interest will
be paid to the Holder in whose name such Bond shall be registered
at the close of business on a special record date for the payment
of such defaulted interest as established by notice to such Holder,
not less than ten (10) days preceding such special record date.
If the date for the payment of the principal of, Redemption Price,
if applicable, or the interest payable on any Series 1989 Bonds
shall be a Saturday, Sunday, or a day on which banking institutions
in the City are authorized by law or executive order to close, then
the date for any such payment shall be the next succeeding day
which is not a Saturday, Sunday or a day on which banking
institutions in the City are authorized by law or executive order
to close and payment on such date shall have the same force and
effect as if made on the scheduled date of payment. All payments
of principal of or Redemption Price, if applicable, and interest
on the Series 1989 Bonds shall be payable in any coin or currency
of the United States of America which at the time of payment is
legal tender for the payment of public and private debts.
SECTION 2.03. ADDlication of Series 1989 Bond Proceeds.
Except as otherwise provided by Supplemental Resolution of the
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Issuer, the proceeds derived from the sale of the Series 1989A
Bonds, including accrued interest and premium, if any, shall,
simultaneously with the delivery of the Series 1989A Bonds to the
purchaser or purchasers thereof, be applied by the Issuer as
follows:
(A) Accrued interest, if any, shall be deposited in the
Interest Account and shall be used only for the purpose of paying
the interest which shall thereafter become due on the Series 1989A
Bonds.
(B) A sufficient amount of the Series 1989A Bond proceeds
shall be applied to the payment of costs and expenses relating to
delivery of the Series 1989A Bonds.
(C) The balance of the Series 1989A Bond proceeds shall be
used to redeem the Refunded Bonds.
Except as otherwise provided by Supplemental Resolution of the
Issuer, the proceeds derived from the sale of the Series 1989B
Bonds, including accrued interest and premium, if any, shall
simultaneously with the delivery of the Series 1989B Bonds to the
purchaser thereof, be applied by the Issuer as follows:
(A) Accrued interest, if any, shall be deposited in the
Interest Account and shall be used only for the purpose of paying
the interest which shall thereafter become due on the Series 1989B
. Bonds.
(B) A sufficient amount of the Series 1989B Bond proceeds
shall be applied to the payment of costs and expenses relating to
the issuance of the Series 1989B Bonds.
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(C) The remainder of the proceeds of the Series 1989B Bonds
shall be deposited in the Construction Fund and shall be used to
acquire, construct and erect the Initial Project.
The proceeds of any other Series of Bonds shall be applied as
provided by Supplemental Resolution of the Issuer.
SECTION 2.04. Execution of Bonds. The Bonds shall be
executed in the name of the Issuer with the manual or facsimile
signature of the Mayor and the official seal of the Issuer shall
be imprinted thereon, attested and countersigned with the manual
or facsimile signature of the Clerk. In case anyone or more of
the officers who shall have signed or sealed any of the Bonds or
whose facsimile signature shall appear thereon shall cease to be
such officer of the Issuer before the Bonds so signed and sealed
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
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Issuer by such person who at the actual time of the execution of
such Bond shall hold the proper office of the Issuer, although at
the date of such Bond such person may not have held such office or
may not have been so authorized. The Issuer may adopt and use for
such purposes the facsimile signatures of any such persons who
shall have held such offices at any time after the date of the
adoption of this Resolution, notwithstanding that either or both
shall have ceased to hold such office at the time the Bonds shall
be actually sold and delivered.
SECTION 2.05. Authentication. No Bond of any Series shall
be secured hereunder or be entitled to the benefit hereof or shall
be valid or obligatory for any purpose unless there shall be
manually endorsed on such Bond a certificate of authentication by
the Registrar or such other entity as may be approved by the Issuer
for such purpose. Such certificate on any Bond shall be conclusive
evidence that such Bond has been duly authenticated and delivered
under this Resolution. The form of such certificate shall be
substantially in the form provided in Section 2.10 hereof.
SECTION 2.06. TemDorarv Bonds. Until the definitive Bonds
of any Series are prepared, the Issuer may execute, in the same
manner as is provided in Section 2.04 hereof, and deliver, upon
authentication by the Registrar pursuant to Section 2.05 hereof,
in lieu of definitive Bonds, but subject to the same provisions,
limitations and conditions as the definitive Bonds, except as to
the denominations thereof, one or more temporary Bonds
substantially of the tenor of the definitive Bonds in lieu of which
such temporary Bond or Bonds are issued, in denominations
authorized by the Issuer by subsequent Resolution, and with such
omissions, insertions and variations as may be appropriate to
temporary Bonds. The Issuer, at its own expense, shall prepare and
execute definitive Bonds, which shall be authenticated by the
Registrar. Upon the surrender of such temporary Bonds for
exchange, the Registrar, without charge to the Holder thereof,
shall deliver in exchange therefor definitive Bonds, of the same
aggregate principal amount and Series and maturity as the temporary
Bonds surrendered. Until so exchanged, the temporary Bonds shall
in all respects be entitled to the same benefits and security as
definitive Bonds issued pursuant to this Resolution. All temporary
Bonds surrendered in exchange for another temporary Bond or Bonds
or for a definitive Bond or Bonds shall be forthwith cancelled by
the Registrar.
SECTION 2.07. Bonds Mutilated. Destroved. Stolen or Lost.
In case any Bond shall become mutilated, or be destroyed, stolen
or lost, the Issuer may, in its discretion, issue and deliver, and
the Registrar shall authenticate, a new Bond of like tenor as the
Bond so mutilated, destroyed, stolen or lost, in exchange and
substitution for such mutilated Bond upon surrender and
cancellation of such mutilated Bond or in lieu of and substitution
for the Bond destroyed, stolen or lost, and upon the Holder
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furnishing the Issuer and the Registrar proof of such Holder I s
ownership thereof and satisfactory indemnity and complying with
such other reasonable regulations and conditions as the Issuer or
the Registrar may prescribe and paying such expenses as the Issuer
and the Registrar may incur. All Bonds so surrendered or otherwise
substituted shall be cancelled by the Registrar. If any of the
Bonds shall have matured or be about to mature, instead of issuing
a substitute Bond, the Issuer may pay the same or cause the Bond
to be paid, upon being indemnified as aforesaid, and if such Bonds
be lost, stolen or destroyed, without surrender thereof.
Any such duplicate Bonds issued pursuant to this section 2.07
shall constitute original, additional contractual obligations on
the part of the Issuer whether or not the lost, stolen or destroyed
Bond be at any time found by anyone, and such duplicate Bond shall
be entitled to equal and proportionate benefits and rights as to
lien on the Pledged Funds to the same extent as all other Bonds
issued hereunder.
SECTION 2.08. Transfer. Bonds, upon surrender thereof at
the office of the Registrar with a written instrument of transfer
satisfactory to the Registrar, duly executed by the Holder thereof
or such Holder's attorney duly authorized in writing, may, at the
option of the Holder thereof, be exchanged for an equal aggregate
principal amount of registered Bonds of the same Series and
maturity of any other authorized denominations.
The Bonds issued under this Resolution shall be and have all
the qualities and incidents of negotiable instruments under the law
merchant and the Uniform Commercial Code of the State, subject to
the provisions for registration and transfer contained in this
Resolution and in the Bonds. So long as any of the Bonds shall
remain outstanding, the Issuer shall maintain and keep, at the
office of the Registrar, books for the registration and transfer
of the Bonds.
Each Bond shall be transferable only upon the books of the
Issuer, at the office of the Registrar, under such reasonable
regulations as the Issuer may prescribe, by the Holder thereof in
person or by such Holder's attorney duly authorized in writing upon
surrender thereof together with a written instrument of transfer
satisfactory to the Registrar duly executed and guaranteed by the
Holder or such Holder's duly authorized attorney. Upon the
transfer of any such Bond, the Issuer shall issue, and cause to be
authenticated, in the name of the transferee a new Bond or Bonds
of the same aggregate principal amount and Series and maturity as
the surrendered Bond. The Issuer, the Registrar and any Paying
Agent or fiduciary of the Issuer may deem and treat the Person in
whose name any Outstanding Bond shall be registered upon the books
of the Issuer as the absolute owner of such Bond, whether such Bond
shall be overdue or not, for the purpose of receiving payment of,
or on account of, the principal or Redemption Price, if applicable,
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and interest on such Bond and for all other purposes, and all such
payments so made to any such Holder or upon such Holder's order
shall be valid and effectual to satisfy and discharge the liability
upon such Bond to the extent of the sum or sums so paid and neither
the Issuer nor the Registrar nor any Paying Agent or other
fiduciary of the Issuer shall be affected by any notice to the
contrary.
Notwithstanding the foregoing, the Series 1989A Bonds and the
Series 1989B Bonds, respectively, may be transferred only in whole,
and neither the City nor Registrar shall be obligated to register
any transfer of the Series 1989A Bonds or the Series 1989B Bonds
until the City receives from the respective transferee thereof an
investment certificate containing representations similar to
investment representations made by Barnett Bank of Central Florida,
N.A. in connection with its purchase of the Series 1989 Bonds.
The Registrar, in any case where it is not also the Paying
Agent in respect to any Series of Bonds, forthwith (A) following
the fifteenth day prior to an interest payment date for such
Series; (B) following the fifteenth day next preceding the date of
first mailing of notice of redemption of any Bonds of such Series;
and (C) at any other time as reasonably requested by the Paying
Agent of such Series, shall certify and furnish to such Paying
Agent the names, addresses and holdings of Bondholders and any
other relevant information reflected in the registration books.
Any Paying Agent of any fully registered Bond shall effect payment
of interest on such Bonds by mailing a check or draft to the Holder
entitled thereto or may, in lieu thereof, upon the request and at
the expense of such Holder, transmit such payment by bank wire
transfer for the account of such Holder.
In all cases in which the privilege of exchanging Bonds or
transferring Bonds is exercised, the Issuer shall execute and the
Registrar shall authenticate and deliver such Bonds in accordance
with the provisions of this Resolution. Execution of Bonds by the
Mayor and the Clerk for purposes of exchanging, replacing or
transferring Bonds may occur at the time of the original delivery
of the Series of which such Bonds are a part. All Bonds
surrendered in any such exchanges or transfers shall be held by the
Registrar in safekeeping until directed by the Issuer to be
cancelled by the Registrar. For every such exchange or transfer
of Bonds, the Issuer or the Registrar may make a charge sufficient
to reimburse it for any tax, fee, expense or other governmental
charge required to be paid with respect to such exchange or
transfer. The Issuer and the Registrar shall not be obligated to
make any such exchange or transfer of Bonds of any Series during
the fifteen (15) days next preceding an Interest Date on the Bonds
of such Series, or, in the case of any proposed redemption of Bonds
of such Series, then during the fifteen (15) days next preceding
the date of the first mailing of notice of such redemption and
continuing until such redemption date.
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SECTION 2.09. COUDon Bonds. The Issuer, at its discretion,
may by Supplemental Resolution authorize the issuance of coupon
Bonds, registrable as to principal only or as to both principal and
interest. Such Supplemental Resolution shall provide for the
negotiability, transfer, interchangeability, denominations and form
of such Bonds and coupons appertaining thereto. Coupon Bonds
(other than Taxable Bonds) shall only be issued if an opinion of
Bond Counsel is received to the effect that issuance of such coupon
Bonds will not adversely affect the exclusion from gross income of
interest earned on such Bonds for federal income tax purposes.
SECTION 2.10. Form of Series 1989 Bonds. The text of the
Series 1989 Bonds shall be in substantially the following form with
such omissions, insertions and variations as may be necessary
and/or desirable and approved by the Mayor or the Clerk prior to
the issuance thereof (which necessity and/or desirability and
approval shall be presumed by the Issuer's delivery of the Bonds
to the purchaser or purchasers thereof):
17
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No. R-
$
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF OCOEE,
WATER AND SEWER SYSTEM REVENUE BOND
SERIES 1989A
KNOW ALL MEN BY THESE PRESENTS, that the City of Ocoee, a
municipality created and existing under and by virtue of the laws
of the State of Florida (the "Issuer"), for value received, hereby
promises to pay, solely from the Pledged Funds hereinafter
described, to BARNETT BANK OF CENTRAL FLORIDA, N.A., or registered
assign as hereinafter provided, the principal sum of
on and
to pay solely from the Pledged Funds, hereinafter described,
interest on the principal sum from time to time remaining unpaid,
from the date of delivery of this Bond to the purchaser hereof,
subject to adjustment as hereinafter described, at the rate of
interest per annum equal to the lesser of (i) the Interest Rate on
this Bond or (ii) the maximum rate permitted by law, on the first
day of each April, July, October and January, commencing April 1,
1990.
Definitions and Adjustments to Interest Rate
"Bondholder" shall mean Barnett Bank of Central Florida, N .A. ,
or the successor registered owner of this Bond.
"Bondholder's Adjusted Cost of Funds" shall mean the fraction
(expressed, except as provided herein, as a percentage), determined
by the Bondholder or in the case of Barnett Bank of Central
Florida, N.A., determined by Barnett Banks, Inc., of the total
interest expense of the Bondholder for each calendar year divided
by the total average adjusted bases of all assets of the Bondholder
during the calendar year as determined under section 265(b) (2) (B)
of the Code or any successor provision thereto.
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
"Determination of Taxability" shall mean the circumstance of
interest paid or payable on this Bond becoming includable for
federal income tax purposes in the gross income of the Holder as
a consequence of any act, omission or event whatsoever and
regardless of whether the same was within or beyond the control of
the Issuer. A Determination of Taxability will be deemed to have
occurred upon (i) the receipt by the Issuer or the Holder of this
Bond of an original or a copy of an Internal Revenue Service
Technical Advice Memorandum or statutory Notice of Deficiency which
holds that any interest payable on the Bond is includable in the
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gross income of the Holder; (ii) the issuance of any public or
private ruling of the Internal Revenue Service that any interest
payable on the Bond is includable in the gross Income of the Holder
of this Bond; or (iii) receipt by the Issuer or the Holder of this
Bond of an opinion of Bond Counsel that any interest on the Bond
has become includable in the gross income of the Holder of this
Bond for federal income tax purposes. For all purposes of this
definition, a Determination of Taxability will be deemed to occur
on that date as of which the interest on this Bond is deemed
includable in the gross income of the Holder of this Bond.
"Interest Rate on this Bond" shall mean 7.05% per annum,
calculated on the basis of a 365-366 day year as applicable, as
modified by the adjustments provided for in (a) through (g) below
and as modified in the case of a Determination of Taxability. In
no event, however, shall the Interest Rate on this Bond exceed the
Prime Rate plus one percent.
"Prime Rate" shall mean a rate of interest equal to the
announced prime rate per annum of Barnett Banks, Inc. The Prime
Rate is a reference rate for the information and use of the
Bondholder in establishing the actual rate to be charged to the
Issuer. The Prime Rate is not necessarily the rate of interest
charged any particular class of borrower. The Prime Rate shall be
adjusted from time to time without notice or demand, as of the
effective date of any announced change thereof.
"Taxable Rate" equals ten and one half percent (10.5%) per
annum calculated on the basis of a 365-366 day year, as applicable.
In no event shall the Taxable Rate exceed the Prime Rate plus one
percent.
The Interest Rate on this Bond shall be adjusted as follows:
(a) Change in Maximum COrDorate Tax Rate. If the maximum
federal corporate income tax rate for Barnett Banks, Inc. (or in
the case of another institutional holder of this Bond, the holder
or its holding company) and its subsidiaries during any period in
which interest is accruing, shall be other than 34%, then the
Interest Rate on this Bond during such period shall be modified by
mUltiplying the Interest Rate on this Bond then in effect by a
fraction equal to (1 - Al where A equals the maximum marginal
1 - B
corporate income tax rate then in effect and B equals the
immediately preceding marginal corporate income tax rate.
(b) Change in Tax Laws Reaardina Deductions. If the interest
incurred or deemed to have been incurred because the Bondholder
holds this Bond and which would otherwise be allowable as a
deduction to the Bondholder during any period (the "Related
Interest") is increased above 20% because of any change in the tax
laws or regulations (whether under Section 291, Section 265 or any
19
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.
successor prov1s10n of the Code), or because this Bond is not or
ceases to be qualified as a "qualified tax exempt obligation" under
Section 265(b) (3)(B) of the Code, then the Interest Rate on this
Bond during such period shall be increased each calendar year by
a percentage amount equal to: (A - .20) x B x C where:
(1) A equals the fraction (expressed as a decimal) of
the Related Interest not allowable as a deduction to the
Bondholder after the effective date of the change;
(2) B equals the maximum corporate tax rate then in
effect (expressed as a decimal);
(3) C equals the Bondholder's Adjusted Cost of Funds.
(c) Alternative Minimum Tax Where Bond Interest is a Direct
Tax Preference Item. If the Bondholder or its parent holding
company pays an alternative minimum tax in any tax year and the
interest on this Bond is a direct tax preference item under section
57(a) (5) or any successor provision of the Code, then the Interest
Rate on this Bond for the period during such tax year in which
interest is accruing on this Bond shall be increased during such
accrual period by an amount equal to: (A -B) x C where:
(1) A equals the Interest Rate on this Bond expressed
as a percentage;
(2) B equals the Bondholder's Adjusted Cost of Funds;
and
(3) C equals the maximum marginal rate of the
alternative minimum tax expressed as a decimal (currently
.20) .
(d) Alternative Minimum Tax- Where Bond Interest is an
Indirect Tax Preference Item. If the Bondholder or its holding
company pays an alternative minimum tax in any tax year and the
interest on this Bond is not a direct tax preference item under
section 57(a)(5), but is an indirect tax preference item because
of the application of Section 56 (f) or Section 56 (g) or any
successor provision of the Code then the Interest Rate on this Bond
for the period during such tax year in which interest is accruing
on this Bond shall be increased during such accrual period by an
amount equal to (A - B) x C where:
(1) A equals the Interest Rate on this Bond expressed
as a percentage;
(2) B equals the Bondholder's Adjusted Cost of Funds;
and
20
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(3) C equals one half of the maximum marginal rate of
the alternative minimum tax expressed as a decimal (currently
1/2 of .20 or .10) for tax years of the Bondholder beginning
before January 1, 1990, and C equals 75% of the maximum
marginal rate of the alternative minimum tax expressed as a
decimal for tax years of the Bondholder beginning after
December 31, 1989.
(e) Loss of Federal Income Tax Deduction for state Income
Taxes. If the federal income tax deduction for state income taxes
paid on the interest payments received under this Bond during any
period is reduced because of any change in the tax laws or
regulations then the Interest Rate on this Bond shall be increased
during such period by an amount equal to: A x B x C x D where:
(1) A equals the fraction (expressed as a decimal) of
the total state income tax disallowed as a result of such tax
law change;
(2) B equals the rate of the applicable state income tax
(expressed as a decimal);
(3) C equals the maximum federal corporate tax rate then
in effect for the Bondholder (expressed as a decimal); and
(4) D equals the Interest Rate on this Bond(expressed
as a percentage).
(f) Partial Taxability. If the interest payments received
under this Bond during any period become partially taxable because
of any change in the tax laws or regulations, then the Interest
Rate on this Bond shall be increased during such period by an
amount equal to: (A - B) x C where:
(1) A equals the Taxable Rate (expressed as a
percentage);
(2) B equals the Interest Rate on this Bond (expressed
as a percentage); and
(3) C equals the fraction of the Interest Rate on this
Bond which has become taxable as the result of such tax change
(expressed as a decimal).
(g) Other Chanae in Tax Laws. If the tax laws or regulations
are amended to cause the interest on this Bond to be taxable, to
be subj ect to a minimum tax or al ternati ve minimum tax or to
otherwise decrease the after tax yield on this Bond to the
Bondholder (directly or indirectly, other than a change described
in (a) through (f) above or because of a Determination of
Taxability) then the Interest Rate on this Bond shall be adjusted
to cause the interest received by the Bondholder, after payment of
21
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any increase in tax, to equal the interest the Bondholder would
have received in the absence of such change or amendment in the tax
laws or regulations. If the tax laws or regulations are amended
to increase the after tax yield on this Bond to the Bondholder,
then the Interest Rate on this Bond shall be adjusted to cause the
interest received by the Bondholder to equal the interest the
Bondholder would have received in the absence of such change or
amendment in the tax laws or regulations.
In the event of a Determination of Taxability the interest on
the Bond shall be changed to the Taxable Rate to be adjusted with
each change in the Prime Rate effective retroactively to the date
on which such Determination of Taxability occurred.
Immediately upon the occurrence of a Determination of
Taxability, the Issuer agrees to pay to the Holder the Additional
Amount (as defined herein). "Additional Amount" means (a) the
difference between (i) the interest on the Bond for the period
commencing on the date on which the interest on the Bond (or
portion thereof) loses its tax-exempt status and ending on the date
the Bond ceased to be outstanding (the "Taxable Period") at a rate
per annum equal to Taxable Rate; and (ii) the aggregate amount of
interest payable on the Bond for the Taxable Period under the
provisions of the Bond, plus (b) any penalties or interest on
interest owed by any Holder who was registered on the registration
books of the Issuer as the Holder at any time during the Taxable
Period, payable by such Holder to the Internal Revenue Service by
reason of such Determination of Taxability. The Additional Amount
shall constitute interest on the Bond and shall be included within
the term "interest" whenever that term is used herein.
THE ADJUSTMENTS TO THE INTEREST RATE SET FORTH IN THIS BOND
SHALL BE CUMULATIVE, BUT IN NO EVENT SHALL THE INTEREST RATE ON
THIS BOND EXCEED THE MAXIMUM RATE PERMITTED BY LAW.
The adjustments to the interest rate on this Bond shall be
effective on the effective date of the applicable change in the tax
laws or regulations. Interest on this Bond and all other tax rates
and interest rates are expressed as annual rates. However, proper
partial adjustment shall be made if the tax law change is effective
after the first day of the Bondholder's tax year or if interest on
the Bond does not accrue for the entire tax year of the Bondholder.
Adjustments which create a circular calculation because the
Interest Rate on this Bond is affected by the calculation shall be
carried out sequentially, increasing the Interest Rate on this Bond
accordingly in each successive calculation using as the new value
the increase in the Interest Rate on this Bond, until the change
in the Interest Rate on this Bond caused by the next successive
calculation of the adjustment is de minimis. If more than one of
the paragraphs (a) through (g) apply, then the Interest Rate on
this Bond shall be adjusted in the order in which listed above.
22
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In the event adjustments to the Interest Rate on the Bond are
required to be made, the Issuer shall be entitled to reasonable
access to the records of the Holder of this Bond to determine the
accuracy or applicability of such adjustments and payment of the
Interest Rate on this Bond, as adjusted, shall not be deemed a
waiver by the Issuer of its right to contest the accuracy or
applicability of such adjustments.
End of Adjustments to Interest Rate
Such principal and interest and the premium, if any, on this
Bond are payable in any coin or currency of the United States of
America which, on the respective dates of payment thereof, shall
be legal tender for the payment of public and private debts. If
the date for the payment of the principal of, Redemption Price if
applicable, or the interest payable on this Bond shall be a
Saturday, Sunday, or a day on which banking institutions in the
City are authorized by law or executive order to close, then the
date for such payment shall be the next succeeding day which is not
a Saturday, Sunday, or a day on which banking institutions in the
City are authorized to close, and payment on such date shall have
the same force and effect as if made on the scheduled date of
payment. Such principal and the premium, if any, and interest on
this Bond are payable by the Finance Director of the City of Ocoee,
or any successor Paying Agent, to (Insert name and address of
Registered Owner), or at such other place or places as shall be
designated to the Issuer in writing by the registered owner of this
Bond. Payment of each installment of interest shall be made to the
person in whose name this Bond shall be registered on the
registration books of the Issuer maintained by the City Clerk of
the City of Ocoee or any successor Registrar appointed by the
Issuer, at the close of business on the date which shall be the
fifteenth day (whether or not a business day) of the calendar month
next preceding each interest payment date and shall be paid by a
check or draft of such Paying Agent mailed to such Registered
Holder at the address appearing on such registration books or, at
the option of such Paying Agent, and at the request and expense of
such Registered Holder, by bank wire transfer for the account of
such Holder. In the event interest payable on this Bond is not
punctually paid or duly provided for by the Issuer on such interest
payment date, payment of each installment of such defaulted
interest shall be made to the person in whose name this Bond shall
be registered at the close of business on a special record date for
the payment of such defaulted interest as established by notice to
such Registered Holder, not less than ten (10) days preceding such
special record date.
This Bond in the principal amount of $ (the
"Bonds") is issued by the Issuer to refund certain outstanding
obligations of this Issuer under the authority of and in full
compliance with the Constitution and laws of the State of Florida,
particularly Chapter 166, Part II, Florida Statutes and other
23
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.
applicable prov~s~ons of law (the "Act"), and a resolution duly
adopted by the City commission of the Issuer on December 26, 1989,
as supplemented (the "Resolution"), and is subject to the terms and
conditions of the Resolution.
This Bond and the interest hereon are payable solely from and
secured by a pledge of (1) the Gross Revenues of the System, (2)
to the extent permi tted by law, the Water System Development
Charges Bond Service Component, (3) to the extent permitted by law,
the Sewer System Development Charges Bond Service Component, and
(4) until applied in accordance with the provisions of the
Resolution,all moneys, including investments thereof, in certain
of the funds and accounts established by the Resolution(except the
Rebate Fund), all in the manner and to the extent described in the
Resolution (collectively, the "Pledged Funds"). It is expressly
agreed by the Registered Holder of this Bond that the full faith
and credit of the Issuer, the State of Florida, or any political
subdivision thereof, are not pledged to the payment of the
principal, premium, if any, and interest on this Bond and that such
Holder shall never have the right to require or compel the exercise
of any taxing power of the Issuer, the State of Florida, or any
political subdivision thereof, to the payment of such principal,
premium, if any, and interest. This Bond and the obligation
evidenced hereby shall not constitute a lien upon any property of
the Issuer, other than the Pledged Funds.
Neither the members of the City commission of the Issuer nor
any person executing this Bond shall be liable personally hereon
or be subject to any personal liability or accountability by reason
of the issuance hereof.
This Bond shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have
been signed by the Registrar.
This Bond is transferable in accordance with the terms of the
Resolution only upon the books of the Issuer kept for that purpose
at the principal corporate trust office of the Registrar by the
Registered Holder hereof in person or by such Holder's attorney
duly authorized in writing, upon the surrender of this Bond
together with a written instrument of transfer satisfactory to the
Registrar duly executed by the Registered Holder or such Holder's
attorney duly authorized in writing, and thereupon a new Bond or
Bonds in the same aggregate principal amount shall be issued to the
transferee in exchange therefor, and upon the payment of the
charges, if any, therein prescribed. This Bond is issuable only
in the denomination of $ The Issuer, the Registrar
and any Paying Agent may treat the Registered Holder of this Bond
as the absolute owner hereof for all purposes, whether or not this
Bond shall be overdue, and shall not be affected by any notice to
the contrary. The Issuer and the Registrar shall not be obligated
to make any exchange or transfer of the Bonds during the fifteen
24
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(15) days next preceding an interest payment date, or in the case
of any proposed redemption of the Bonds, then, during the fifteen
(15) days next preceding the date of the first mailing of notice
of such redemption and continuing until such redemption date.
This Bond is subject to redemption, in whole or in part on any
date, at the option of the Issuer, without penalty or premium.
Notice of redemption, unless waived, is to be given by the
Registrar by mailing an official redemption notice by registered
or certified mail at least 10 days and not more than 30 days prior
to the date fixed for redemption to the Registered Holder of the
Bond at such Holder's address shown on the registration books
maintained by the Registrar or at such other addresses as shall be
furnished in writing by such Registered Holder to the Registrar.
Notice of redemption having been given as aforesaid, this Bond or
the portion of this Bond to be redeemed shall, on the redemption
date, become due and payable at the redemption price therein
specified, and from and after such date (unless the Issuer shall
default in the payment of the redemption price) this Bond or
portion of this Bond, as applicable, shall cease to bear interest.
This Bond is and has all the qualities and incidents of a
negotiable instrument under Article 8 of the Uniform Commercial
Code, the state of Florida, Chapter 678, Florida statutes, subject
to the provisions for registration and transfer contained in the
Resolution and in this Bond.
It is hereby certified and recited that all acts, conditions
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 the laws and Constitution of the state of Florida
applicable thereto, and that the issuance of this Bonds does not
violate any constitutional or statutory limitations or provisions.
25
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IN WITNESS WHEREOF, the City of Ocoee, Florida, has issued
this Bond and has caused the same to be executed by the manual or
facsimile signature of the Mayor and attested and countersigned by
the manual or facsimile signature of its city Clerk and its
official seal or a facsimile thereof to be affixed or reproduced
hereon, all as of the ___ day of , 1989.
(SEAL)
ATTESTED AND COUNTERSIGNED:
City Clerk
CITY OF OCOEE, FLORIDA
By
Mayor
26
ASSIGNMENT
. FOR VALUE RECEIVED, the undersigned sells, assigns and
transfers unto
.
Insert Social Security or Other
Identifying Number of Assignee
(Name and Address of Assignee)
the within Bond and does hereby irrevocably constitute and appoint
as attorneys to
register the transfer of the said Bond on the books kept for
registration thereof with full power of substitution in the
premises.
Dated:
signature Guaranteed:
.
NOTICE: Signature(s) must be
guaranteed by a member firm of
the New York Stock Exchange or
a commercial bank or trust
company.
NOTICE: The signature to this
assignment must correspond with the
name of the Registered Holder as it
appears upon the face of the within
Bond in every particular, without
alteration or enlargement or any
change whatever and the Social
Security or other identifying number
of such assignee must be supplied.
.
.
27
.
The following abbreviations, when used in the inscription on
the face of the within Bond, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM as tenants in common
. TEN ENT as tenants by the entireties
JT TEN as joint tenants with right of
survivorship and not as tenants in common
UNIF TRANS MIN ACT --
(Cust. )
Custodian for
under Uniform Transfer to Minors Act of
(State)
Additional abbreviations may also be used though not in the
list above.
CERTIFICATE OF AUTHENTICATION
.
This Bond is one of the Bonds of the issue described in the
within-mentioned Resolution.
DATE OF AUTHENTICATION:
Registrar
CITY OF OCOEE CITY CLERK
By:
City Clerk
.
.
28
l'Rl:lICl:l'1>L l:lIST~S 011 Wl\l:ca l''-'l~s \U'VE
'ER 0
principal Signature
principal Balance Date 'Regist'd
~ ~ ~ ~
~ . -------- -- ----
~ ~ -- ----
~ -- ----
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~ -- ----
~ ~ -- ----
~ -- ----
~ ----- -- ----
~ ~ ~ -- ----
-- ----
~ ~ -- ----
~ -- ----
~ ~ -- ----
~ -- ----
~ ~ -- ----
~ -- ----
~ ~ -- ----
~ -- ----
~ ~ -- ----
~ -- ----
~ ~ -- ----
. ~ -- ----
~ ----
~ ~ --
-- ----
~ ~ -- ----
~ -- ----
~ ~ -- ----
~ -- ----
~ ~ -- ----
~ -- ----
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~ -- ----
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----- -- ----
==-------- -----
. tEnd of yora of series 1989'- Bondsl
29
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No. R-
$
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF OCOEE,
WATER AND SEWER SYSTEM REVENUE BOND
SERIES 1989B
KNOW ALL MEN BY THESE PRESENTS, that the City of Ocoee, a
municipality created and existing under and by virtue of the laws
of the State of Florida (the "Issuer"), for value received, hereby
promises to pay, solely from the Pledged Funds hereinafter
described, to BARNETT BANK OF CENTRAL FLORIDA, N.A., or registered
assign as hereinafter provided, the principal sum of
on and
to pay solely from the Pledged Funds, hereinafter described,
interest on the principal sum from time to time remaining unpaid,
from the date of delivery of this Bond to the purchaser hereof,
subject to adjustment as hereinafter described, at the rate of
interest per annum equal to the lesser of (i) the Interest Rate on
this Bond or (ii) the maximum rate permitted by law, on the first
day of each April, July, October and January, commencing April 1,
1990.
Definitions and Adjustments to Interest Rate
"Bondholder" shall mean Barnett Bank of Central Florida, N .A. ,
or the successor registered owner of this Bond.
"Bondholder's Adjusted Cost of Funds" shall mean the fraction
(expressed, except as provided herein, as a percentage), determined
by the Bondholder or in the case of Barnett Bank of Central
Florida, N .A., determined by Barnett Banks, Inc., of the total
interest expense of the Bondholder for each calendar year divided
by the total average adjusted bases of all assets of the Bondholder
during the calendar year as determined under Section 265(b) (2) (B)
of the Code or any successor provision thereto.
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
"Determination of Taxability" shall mean the circumstance of
interest paid or payable on this Bond becoming includable for
federal income tax purposes in the gross income of the Holder as
a consequence of any act, omission or event whatsoever and
regardless of whether the same was within or beyond the control of
the Issuer. A Determination of Taxability will be deemed to have
occurred upon (i) the receipt by the Issuer or the Holder of this
Bond of an original or a copy of an Internal Revenue Service
Technical Advice Memorandum or Statutory Notice of Deficiency which
holds that any interest payable on the Bond is includable in the
30
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.
.
.
gross income of the Holder; (ii) the issuance of any public or
private ruling of the Internal Revenue Service that any interest
payable on the Bond is includable in the gross Income of the Holder
of this Bond; or (iii) receipt by the Issuer or the Holder of this
Bond of an opinion of Bond Counsel that any interest on the Bond
has become includable in the gross income of the Holder of this
Bond for federal income tax purposes. For all purposes of this
definition, a Determination of Taxability will be deemed to occur
on that date as of which the interest on this Bond is deemed
includable in the gross income of the Holder of this Bond.
"Interest Rate on this Bond" shall mean 7.05% per annum,
calculated on the basis of a 365-366 day year as applicable, as
modified by the adjustments provided for in (a) through (g) below
and as modified in the case of a Determination of Taxability. In
no event, however, shall the Interest Rate on this Bond exceed the
Prime Rate plus one percent.
"Prime Rate" shall mean a rate of interest equal to the
announced prime rate per annum of Barnett Banks, Inc. The Prime
Rate is a reference rate for the information and use of the
Bondholder in establishing the actual rate to be charged to the
Issuer. The Prime Rate is not necessarily the rate of interest
charged any particular class of borrower. The Prime Rate shall be
adjusted from time to time without notice or demand, as of the
effective date of any announced change thereof.
"Taxable Rate" equals ten and one half percent (10.5%) per
annum calculated on the basis of a 365-366 day year, as applicable.
In no event shall the Taxable Rate exceed the Prime Rate plus one
percent.
The Interest Rate on this Bond shall be adjusted as follows:
(a) Chanae in Maximum CorDorate Tax Rate. If the maximum
federal corporate income tax rate for Barnett Banks, Inc. (or in
the case of another institutional holder of this Bond, the holder
or its holding company) and its subsidiaries during any period in
which interest is accruing, shall be other than 34%, then the
Interest Rate on this Bond during such periOd shall be modified by
mUltiplying the Interest Rate on this Bond then in effect by a
fraction equal to (1 - A) where A equals the maximum marginal
1 - B
corporate income tax rate then in effect and B equals the
immediately preceding marginal corporate income tax rate.
(b) Chanae in Tax Laws Reaardinq Deductions. If the interest
incurred or deemed to have been incurred because the Bondholder
holds this Bond and which would otherwise be allowable as a
deduction to the Bondholder during any period (the "Related
Interest") is increased above 20% because of any change in the tax
laws or regulations (whether under section 291, section 265 or any
31
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.
.
.
.
successor provision of the Code), or because this Bond is not or
ceases to be qualified as a "qualified tax exempt obligation" under
Section 265(b) (3) (B) of the Code, then the Interest Rate on this
Bond during such period shall be increased each calendar year by
a percentage amount equal to: (A - .20) x B x C where:
(1) A equals the fraction (expressed as a decimal) of
the Related Interest not allowable as a deduction to the
Bondholder after the effective date of the change;
(2) B equals the maximum corporate tax rate then in
effect (expressed as a decimal);
(3) C equals the Bondholder's Adjusted Cost of Funds.
(c) Alternative Minimum Tax Where Bond Interest is a Direct
Tax Preference Item. If the Bondholder or its parent holding
company pays an alternative minimum tax in any tax year and the
interest on this Bond is a direct tax preference item under Section
57(a) (5) or any successor provision of the Code, then the Interest
Rate on this Bond for the period during such tax year in which
interest is accruing on this Bond shall be increased during such
accrual period by an amount equal to: (A -B) x C where:
(1) A equals the Interest Rate on this Bond expressed
as a percentage;
(2) B equals the Bondholder's Adjusted Cost of Funds;
and
(3) C equals the maximum marginal rate of the
al ternati ve minimum tax expressed as a decimal (currently
.20) .
(d) Alternative Minimum Tax Where Bond Interest is an
Indirect Tax Preference Item. If the Bondholder or its holding
company pays an alternative minimum tax in any tax year and the
interest on this Bond is not a direct tax preference item under
Section 57(a)(5), but is an indirect tax preference item because
of the application of Section 56 (f) or Section 56 (g) or any
successor provision of the Code then the Interest Rate on this Bond
for the period during such tax year in which interest is accruing
on this Bond shall be increased during such accrual period by an
amount equal to (A - B) x C where:
(1) A equals the Interest Rate on this Bond expressed
as a percentage;
(2) B equals the Bondholder's Adjusted Cost of Funds;
and
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(3) C equals one half of the maximum marginal rate of
the alternative minimum tax expressed as a decimal (currently
1/2 of .20 or .10) for tax years of the Bondholder beginning
before January 1, 1990, and C equals 75% of the maximum
marginal rate of the alternative minimum tax expressed as a
decimal for tax years of the Bondholder beginning after
December 31, 1989.
(e) Loss of Federal Income Tax Deduction for state Income
Taxes. If the federal income tax deduction for state income taxes
paid on the interest paYments received under this Bond during any
period is reduced because of any change in the tax laws or
regulations then the Interest Rate on this Bond shall be increased
during such period by an amount equal to: A x B x C x 0 where:
(1) A equals the fraction (expressed as a decimal) of
the total state income tax disallowed as a result of such tax
law change;
(2) B equals the rate of the applicable state income tax
(expressed as a decimal);
(3) C equals the maximum federal corporate tax rate then
in effect for the Bondholder (expressed as a decimal); and
(4) D equals the Interest Rate on this Bond(expressed
as a percentage).
(f) Partial Taxability. If the interest payments received
under this Bond during any period become partially taxable because
of any change in the tax laws or regulations, then the Interest
Rate on this Bond shall be increased during such period by an
amount equal to: (A - B) x C where:
(1) A equals the Taxable Rate (expressed as a
percentage);
(2) B equals the Interest Rate on this Bond (expressed
as a percentage); and
(3) C equals the fraction of the Interest Rate on this
Bond which has become taxable as the result of such tax change
(expressed as a decimal).
(g) other Chanae in Tax Laws. If the tax laws or regulations
are amended to cause the interest on this Bond to be taxable, to
be subj ect to a minimum tax or al ternati ve minimum tax or to
otherwise decrease the after tax yield on this Bond to the
Bondholder (directly or indirectly, other than a change described
in (a) through (f) above or because of a Determination of
Taxability) then the Interest Rate on this Bond shall be adjusted
to cause the interest received by the Bondholder, after payment of
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any increase in tax, to equal the interest the Bondholder would
have received in the absence of such change or amendment in the tax
laws or regulations. If the tax laws or regulations are amended
to increase the after tax yield on this Bond to the Bondholder,
then the Interest Rate on this Bond shall be adjusted to cause the
interest recei ved by the Bondholder to equal the interest the
Bondholder would have received in the absence of such change or
amendment in the tax laws or regulations.
In the event of a Determination of Taxability the interest on
the Bond shall be changed to the Taxable Rate to be adjusted with
each change in the Prime Rate effective retroactively to the date
on which such Determination of Taxability occurred.
Immediately upon the occurrence of a Determination of
Taxability, the Issuer agrees to pay to the Holder the Additional
Amount (as defined herein). "Additional Amount" means (a) the
difference between (i) the interest on the Bond for the period
commencing on the date on which the interest on the Bond (or
portion thereof) loses its tax-exempt status and ending on the date
the Bond ceased to be outstanding (the "Taxable Period") at a rate
per annum equal to Taxable Rate and (ii) the aggregate amount of
interest payable on the Bond for the Taxable Period under the
provisions of the Bond, plus (b) any penalties or interest on
interest owed by any Holder who was registered on the registration
books of the Issuer as the Holder at any time during the Taxable
Period, payable by such Holder to the Internal Revenue Service by
reason of such Determination of Taxability. The Additional Amount
shall constitute interest on the Bond and shall be included within
the term "interest" whenever that term is used herein.
THE ADJUSTMENTS TO THE INTEREST RATE SET FORTH IN THIS BOND
SHALL BE CUMULATIVE, BUT IN NO EVENT SHALL THE INTEREST RATE ON
THIS BOND EXCEED THE MAXIMUM RATE PERMITTED BY LAW.
The adjustments to the interest rate on this Bond shall be
effective on the effective date of the applicable change in the tax
laws or regulations. Interest on this Bond and all other tax rates
and interest rates are expressed as annual rates. However, proper
partial adjustment shall be made if the tax law change is effective
after the first day of the Bondholder's tax year or if interest on
the Bond does not accrue for the entire tax year of the Bondholder.
Adjustments which create a circular calculation because the
Interest Rate on this Bond is affected by the calculation shall be
carried out sequentially, increasing the Interest Rate on this Bond
accordingly in each successive calculation using as the new value
the increase in the Interest Rate on this Bond, until the change
in the Interest Rate on this Bond caused by the next successive
calculation of the adjustment is de minimis. If more than one of
the paragraphs (a) through (g) apply, then the Interest Rate on
this Bond shall be adjusted in the order in which listed above.
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In the event adjustments to the Interest Rate on the Bond are
required to be made, the Issuer shall be entitled to reasonable
access to the records of the Holder of this Bond to determine the
accuracy or applicability of such adjustments and payment of the
Interest Rate on this Bond, as adjusted, shall not be deemed a
waiver by the Issuer of its right to contest the accuracy or
applicability of such adjustments.
End of Adjustments to Interest Rate
Such principal and interest and the premium, if any, on this
Bond are payable in any coin or currency of the United States of
America which, on the respective dates of payment thereof, shall
be legal tender for the payment of public and private debts. If
the date for the paYment of the principal of, Redemption Price if
applicable, or the interest payable on this Bond shall be a
Saturday, Sunday, or a day on which banking institutions in the
City are authorized by law or executive order to close, then the
date for such payment shall be the next succeeding day which is not
a Saturday, Sunday, or a day on which banking institutions in the
City are authorized to close, and payment on such date shall have
the same force and effect as if made on the scheduled date of
payment. Such principal and the premium, if any, and interest on
this Bond are payable by the Finance Director of the City of Ocoee,
or any successor Paying Agent, to (Insert name and address of
Registered Owner), or at such other place or places as shall be
designated to the Issuer in writing by the registered owner of this
Bond. PaYment of each installment of interest shall be made to the
person in whose name this Bond shall be registered on the
registration books of the Issuer maintained by the City Clerk of
the City of Ocoee or any successor Registrar appointed by the
Issuer, at the close of business on the date which shall be the
fifteenth day (whether or not a business day) of the calendar month
next preceding each interest payment date and shall be paid by a
check or draft of such Paying Agent mailed to such Registered
Holder at the address appearing on such registration books or, at
the option of such Paying Agent, and at the request and expense of
such Registered Holder, by bank wire transfer for the account of
such Holder. In the event interest payable on this Bond is not
punctually paid or duly provided for by the Issuer on such interest
paYment date, paYment of each installment of such defaulted
interest shall be made to the person in whose name this Bond shall
be registered at the close of business on a special record date for
the paYment of such defaulted interest as established by notice to
such Registered Holder, not less than ten (10) days preceding such
special record date.
This Bond in the principal amount of $4,000,000 (the "Bond")
is issued by the Issuer to finance the acquisition, construction
and erection of certain capital improvements for the Issuer under
the authority of and in full compliance with the Constitution and
laws of the State of Florida, particularly Chapter 166, Part II,
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Florida statutes and other applicable provisions of law (the
"Act"), and a resolution duly adopted by the City Commission of the
Issuer on December 26, 1989, as supplemented (the "Resolution"),
and is subject to the terms and conditions of the Resolution.
This Bond and the interest hereon are payable solely from and
secured by a pledge of (1) the Gross Revenues of the System, (2)
to the extent permitted by law, the Water System Development
Charges Bond Service Component, (3) to the extent permitted by law,
the Sewer System Development Charges Bond Service Component, and
(4) until applied in accordance with the provisions of the
Resolution,all moneys, including investments thereof, in certain
of the funds and accounts established by the Resolution(except the
Rebate Fund), all in the manner and to the extent described in the
Resolution (collectively, the "Pledged Funds"). It is expressly
agreed by the Registered Holder of this Bond that the full faith
and credit of the Issuer, the State of Florida, or any political
subdivision thereof, are not pledged to the paYment of the
principal, premium, if any, and interest on this Bond and that such
Holder shall never have the right to require or compel the exercise
of any taxing power of the Issuer, the State of Florida, or any
political subdivision thereof, to the payment of such principal,
premium, if any, and interest. This Bond and the obligation
evidenced hereby shall not constitute a lien upon any property of
the Issuer, other than the Pledged Funds.
Neither the members of the City commission of the Issuer nor
any person executing this Bond shall be liable personally hereon
or be subject to any personal liability or accountability by reason
of the issuance hereof.
This Bond shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have
been signed by the Registrar.
This Bond is transferable in accordance with the terms of the
Resolution only upon the books of the Issuer kept for that purpose
at the principal corporate trust office of the Registrar by the
Registered Holder hereof in person or by such Holder's attorney
duly authorized in writing, upon the surrender of this Bond
together with a written instrument of transfer satisfactory to the
Registrar duly executed by the Registered Holder or such Holder's
attorney duly authorized in writing, and thereupon a new Bond or
Bonds in the same aggregate principal amount shall be issued to the
transferee in exchange therefor, and upon the payment of the
charges, if any, therein prescribed. This Bond is issuable only
in the denomination of $4,000,000. The Issuer, the Registrar and
any Paying Agent may treat the Registered Holder of this Bond as
the absolute owner hereof for all purposes, whether or not this
Bond shall be overdue, and shall not be affected by any notice to
the contrary. The Issuer and the Registrar shall not be obligated
to make any exchange or transfer of the Bonds during the fifteen
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(15) days next preceding an interest payment date, or in the case
of any proposed redemption of the Bonds, then, during the fifteen
(15) days next preceding the date of the first mailing of notice
of such redemption and continuing until such redemption date.
This Bond is subject to redemption, in whole or in part on any
date, at the option of the Issuer, without penalty or premium.
Notice of redemption, unless waived, is to be given by the
Registrar by mailing an official redemption notice by registered
or certified mail at least 10 days and not more than 30 days prior
to the date fixed for redemption to the Registered Holder of the
Bond at such Holder I s address shown on the registration books
maintained by the Registrar or at such other addresses as shall be
furnished in writing by such Registered Holder to the Registrar.
Notice of redemption having been given as aforesaid, this Bond or
the portion of this Bond to be redeemed shall, on the redemption
date, become due and payable at the redemption price therein
specified, and from and after such date (unless the Issuer shall
default in the payment of the redemption price) this Bond or
portion of this Bond, as applicable, shall cease to bear interest.
This Bond is and has all the qualities and incidents of a
negotiable instrument under Article 8 of the Uniform Commercial
Code, the state of Florida, Chapter 678, Florida statutes, subject
to the provisions for registration and transfer contained in the
Resolution and in this Bond.
It is hereby certified and recited that all acts, conditions
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 the laws and Constitution of the state of Florida
applicable thereto, and that the issuance of this Bonds does not
violate any constitutional or statutory limitations or provisions.
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IN WITNESS WHEREOF, the City of Ocoee, Florida, has issued
this Bond and has caused the same to be executed by the manual or
facsimile signature of the Mayor and attested and countersigned by
the manual or facsimile signature of its City Clerk and its
official seal or a facsimile thereof to be affixed or reproduced
hereon, all as of the ___ day of , 1989.
(SEAL)
ATTESTED AND COUNTERSIGNED:
City Clerk
CITY OF OCOEE, FLORIDA
By
Mayor
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and
transfers unto
Insert social Security or Other
Identifying Number of Assignee
(Name and Address of Assignee)
the within Bond and does hereby irrevocably constitute and appoint
as attorneys to
register the transfer of the said Bond on the books kept for
registration thereof with full power of substitution in the
premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be
guaranteed by a member firm of
the New York Stock Exchange or
a commercial bank or trust
company.
NOTICE: The signature to this
assignment must correspond with the
name of the Registered Holder as it
appears upon the face of the within
Bond in every particular, without
alteration or enlargement or any
change whatever and the Social
Security or other identifying number
of such assignee must be supplied.
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The following abbreviations, when used in the inscription on
the face of the within Bond, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM as tenants in common
. TEN ENT as tenants by the entireties
JT TEN as joint tenants with right of
survivorship and not as tenants in common
UNIF TRANS MIN ACT --
(CUst. )
Custodian for
under Uniform Transfer to Minors Act of
(state)
Additional abbreviations may also be used though not in the
list above.
CERTIFICATE OF AUTHENTICATION
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This Bond is one of the Bonds of the issue described in the
within-mentioned Resolution.
DATE OF AUTHENTICATION:
Registrar
CITY OF OCOEE CITY CLERK
By:
City Clerk
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PRINCIPAL INSTALLMENTS ON WHICH PAYMENTS HAVE
BEEN MADE PRIOR TO DUE DATE
Date
principal
Pre9aid
Principal
Balance
Due
Date
Paid
[End of Form of Series 1989B Bonds]
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Signature
Regist'd
Holder
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ARTICLE III
REDEMPTION OF BONDS
SECTION 3.01. privileae of RedemDtion. The Issuer shall have
the right to redeem any or all of the Bonds(other than the Series
1989 Bonds) in whole or in part, as shall be determined by
Supplemental Resolution of the Issuer. The Issuer shall have the
right to redeem any or all of the Series 1989 Bonds at the
Redemption Price, in whole or in part at any time without premium
or penalty.
SECTION 3.02. Selection of Bonds to be Redeemed. The Bonds,
other than the Series 1989 Bonds, to be redeemed shall be selected
in such manner as shall be determined by Supplemental Resolution
of the Issuer. In the event of a partial redemption of the Series
1989 Bonds, such early payments shall be applied to the particular
principal installments selected by the Issuer.
SECTION 3.03. Notice of Redemption. Unless waived by any
Holder of Series 1989 Bonds to be redeemed, notice of any
redemption of Series 1989 Bonds made pursuant to this section shall
be given by the Registrar on behalf of the Issuer by mailing a copy
of an official redemption notice by first class mail at least 10
days and not more than 30 days prior to the date fixed for
redemption to each Holder of Series 1989 Bonds to be redeemed at
the address of such Holder shown on the registration books
maintained by the Registrar or at such other address as shall be
furnished in writing by such Holder to the Registrar.
Prior to any redemption date, the Issuer shall deposit with
the Registrar an amount of money sufficient to pay the Redemption
Price of all the Series 1989 Bonds or portions of Series 1989 Bonds
which are to be redeemed on that date.
Official notice of redemption having been given as aforesaid,
the Series 1989 Bonds or principal installments of Series 1989
Bonds to be redeemed shall, on the redemption date, become due and
payable at the Redemption Price therein specified, and from and
after such date (unless the Issuer shall default in the payment of
the Redemption Price) such Series 1989 Bonds or principal
installments of Series 1989 Bonds shall cease to bear interest.
Upon surrender of such Series 1989 Bonds for redemption in
accordance with said notice, such Series 1989 Bonds shall be paid
by the Registrar at the Redemption Price. Installments of interest
due on or prior to the redemption date shall be payable as herein
provided for paYment of interest. Upon surrender for any partial
redemption of any Series 1989 Bond, there shall be noted on such
Series 1989 Bond the principal installment or installments to which
such redemption applies. All Series 1989 Bonds which have been
redeemed in whole shall be cancelled and destroyed by the Registrar
and shall not be reissued.
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provisions relating to notice and method of redemption of any
Series of Bonds other than the Series 1989 Bonds shall be as
determined by Supplemental Resolution of the Issuer.
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ARTICLE IV
SECURITY, SPECIAL FUNDS AND
APPLICATION THEREOF
SECTION 4.01. Bonds not to be Indebtedness of Issuer. The
Bonds shall not be or constitute general obligations or
indebtedness of the Issuer as "bonds" within the meaning of any
constitutional or statutory provision, but shall be special
obligations of the Issuer, payable solely from and secured by a
lien upon and pledge of the Pledged Funds. No Holder of any Bond
shall ever have the right to compel the exercise of any ad valorem
taxing power to pay such Bond, or be entitled to payment of such
Bond from any moneys of the Issuer except from the Pledged Funds
in the manner provided herein.
The Pledged Funds shall immediately be subject to the lien of
this pledge without any physical delivery thereof or further act,
and the lien of this pledge shall be valid and binding as against
all parties having claims of any kind in tort, contract or other-
wise against the Issuer.
SECTION 4.02. Security for Bonds. The payment of the
principal of or Redemption price, if applicable, and interest on
the Bonds shall be secured forthwith equally and ratably, except
to the extent provided herein, by a pledge of and lien upon the
Pledged Funds. The Issuer does hereby irrevocably pledge the
Pledged Funds to the payment of the principal of or Redemption
Price, if applicable, and interest on the Bonds in accordance with
the provisions hereof.
SECTION 4.03. Construction Fund. The Issuer covenants and
agrees to establish a separate fund to be known as the "City of
Ocoee Water and Sewer system Revenue Bonds Construction Fund,"
which shall be used only for paYment of the Cost of the Project.
Within such Construction Fund there shall be established separate
accounts for each Series of Bonds. The account established for the
Series 1989B Bonds shall be established with Barnett Bank Trust
Company, N.A., or upon their resignation another trust company or
bank with trust powers in the State of Florida. Moneys in the
Construction Fund, until applied in payment of any item of the Cost
of a Project, in the manner hereinafter provided, shall be held in
trust and shall be subject to a lien and charge in favor of the
Holders of the Bonds and for.the further security of such Holders.
Prior to the expenditure of the proceeds of the Series 1989B
Bonds from the Construction Fund, the Issuer shall submit to the
bank or trust company holding the account established in the
Construction Fund with respect to the Series 1989B Bonds, a draw
request in the form attached hereto as Exhibit "B" and signed by
a Qualified Independent Consultant and by the City Engineer. The
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proceeds of the Series 1989B Bonds, when drawn pursuant to a draw
request in such manner shall be paid to the party or parties
specified on such draw request. Any uncommitted moneys remaining
in the special account established in the Construction Fund for the
Series 1989B Bonds on January 1, 1993 shall be used to redeem
Series 1989B Bonds on the first date on which such Series 1989B
Bonds may be redeemed without premium or penalty.
SECTION 4.04. Funds and Accounts. The issuer covenants and
agrees to establish with a bank or trust company in the state of
Florida, which is eligible under the laws of such State to receive
funds of the Issuer, separate funds to be known as the "City of
Ocoee Water and Sewer system Revenue Bonds Revenue Fund," the "City
of Ocoee Water and Sewer System Revenue Bonds Debt Service Fund,"
the "City of Ocoee Sewer System Development Charges Fund," the
"City of Ocoee Water System Development Charges Fund" and the "City
of Ocoee Water and Sewer System Revenue Bonds Additional Security
Fund." The Issuer shall maintain in the Debt Service Fund three
accounts: the Interest Account," the "Principal Account" and the
"Bond Amortization Account." within the Additional Security Fund
the Issuer shall maintain separate accounts for each Series of
Bonds for which Additional Security is pledged. The Issuer shall
maintain wi thin each account in the Debt Service Fund separate
subaccounts for each Series of Bonds for which Additional Security
is pledged. Moneys in the aforementioned funds and accounts, until
applied in accordance with the provisions hereof, shall be held in
trust and, except as provided in this Resolution, be subject to a
lien and charge in favor of the Holders and for further security
of the Holders.
The Issuer shall at any time and from time to time appoint one
or more depositaries to hold, for the benefit of the Bondholders,
anyone or more of the funds and accounts established hereby. Such
depository or depositaries shall perform at the direction of the
Issuer the duties of the Issuer in-depositing, transferring and
disbursing moneys to and from each of such funds and accounts as
herein set forth, and all records of such depositary in performing
such duties shall be open at all reasonable times to inspection by
the Issuer and its agents and employees. Any such depositary shall
be a bank or trust company duly authorized to exercise corporate
trust powers and subject to examination by federal or state
authority, of good standing, and having a combined capital, surplus
and undivided profits aggregating not less than five million
dollars ($5,000,000).
SECTION 4.05. Flow of Funds.
(A) Except as otherwise provided in section 4.09 of this
Resolution, the Issuer shall deposit the Gross Revenues into the
Revenue Fund promptly upon receipt thereof. Moneys in the Revenue
Fund shall first be used for payments of Cost of Operation and
Maintenance of the System. The moneys remaining in the Revenue
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Fund shall be deposited or credited on or before the twentieth
(20th) day of each month, commencing with the month following
delivery of the Bonds to the purchaser or purchasers thereof, or
such later date as hereinafter provided, in the following manner
and in the following order of priority:
(1) Interest Account. To the extent not substituted or
supplemented by other Pledged Funds, the Issuer shall deposit
into or credit to the Interest Account in the Debt Service
Fund the sum which, together with the balance in said account,
shall equal the interest on all outstanding Bonds accrued and
unpaid and to accrue to the end of the then current calendar
month. Moneys in the Interest Account shall be used to pay
interest on the Bonds as and when the same become due, whether
by redemption or otherwise, and for no other purpose. The
Issuer shall adjust the amount of the deposit into the
Interest Account not later than the month immediately
preceding any Interest Date so as to provide sufficient moneys
in the Interest Account to pay the interest on the Bonds
coming due on such Interest Date.
(2) Princi9al Account. Next, to the extent not
substituted or supplemented by other Pledged Funds, the Issuer
shall deposit into or credit to the Principal Account in the
Debt Service Fund, the sum which, together with the balance
in said account, shall equal the principal amounts on all
outstanding Bonds due and unpaid and that portion of the
principal next due which would have accrued on said Bonds
during the then current calendar month if such principal
amounts were deemed to accrue monthly (assuming that a year
consists of twelve (12) equivalent calendar months of thirty
(30) days each) in equal amounts from the next preceding
principal payment due date, or, if there is no such preceding
principal paYment due date, from a date one year preceding the
due date of such principal amount. Moneys in the Principal
Account shall be used to pay the principal of the Bonds as and
when the same shall mature, and for no other purpose. The
Issuer shall adjust the amount of deposit to the Principal
Account not later than the month immediately preceding any
principal paYment date so as to provide sufficient moneys in
the Principal Account to pay the principal on Bonds becoming
due on such principal payment date. Notwithstanding the
foregoing and for purposes of Section 4.05 of this Resolution
only, no principal on the Series 1989 Bonds shall be deemed
to accrue until the maturity of the Series 1989 Bonds.
(3) Bond Amortization Account. Commencing in the month
which is one year prior to any Amortization Installment due
date, the Issuer shall, to the extent not substituted or
supplemented by other Pledged Funds, deposit into or credit
to the Bond Amortization Account in the Debt Service Fund, the
sum which, together with the balance in said account, shall
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equal the Amortization Installments on all Bonds outstanding
due and unpaid and that portion of the Amortization
Installments of all Bonds outstanding next due which would
have accrued on such Bonds during the then current calendar
month if such Amortization Installments were deemed to accrue
monthly (assuming that a year consists of twelve (12)
equivalent calendar months having thirty (30) days each) in
equal amounts from the next preceding Amortization Installment
due date, or, if there is no such preceding Amortization
Installment due date, from a date one year preceding the due
date of such Amortization Installment. Moneys in the Bond
Amortization Account shall be used to purchase or redeem Term
Bonds in the manner herein provided, and for no other purpose.
The Issuer shall adjust the amount of the deposit into the
Bond Amortization Account not later than the month immediately
preceding any date for payment of an Amortization Installment
so as to provide sufficient moneys in the Bond Amortization
Account to pay the Amortization Installments on the Bonds
coming due on such date. Payments to the Bond Amortization
Account shall be on a parity with payments to the Principal
Account.
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Amounts accumulated in the Bond Amortization Account with
respect to any Amortization Installment (together with amounts
accumulated in the Interest Account with respect to interest,
if any, on the Term Bonds for which such Amortization
Installment was established) may be applied by the Issuer, on
or prior to the sixtieth (60th) day preceding the due date of
such Amortization Installment (a) to the purchase of Term
Bonds of the Series and maturity for which such Amortization
Installment was established, at a price not greater than the
Redemption Price at which such Term Bonds may be redeemed on
the first date thereafter on which such Term Bonds shall be
subject to redemption, or (b) to the redemption at the
applicable Redemption Price of such Term Bonds, if then
redeemable by their terms. The applicable Redemption Price
(or principal amount of maturing Term Bonds) of any Term Bonds
so purchased or redeemed shall be deemed to constitute a part
of the Bond Amortization Account until such Amortization
Installment date, for the purposes of calculating the amount
of such Account. As soon as practicable after the sixtieth
(60th) day preceding the due date of any such Amortization
Installment, the Issuer shall proceed to call for redemption
on such due date, by causing notice to be given as provided
in Section 3.03 hereof, Term Bonds of the Series and maturity
for which such Amortization Installment was established
(except in the case of Term Bonds maturing on an Amortization
Installment date) in such amount as shall be necessary to
complete the retirement of the unsatisfied balance of such
Amortization Installment. The Issuer shall payout of the
Bond Amortization Account and the Interest Account to the
appropriate Paying Agents, on or before the day preceding such
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redemption date (or maturity date), the amount required for
the redemption (or for the payment of such Term Bonds then
maturing), and such amount shall be applied by such Paying
Agents to such redemption (or payment). All expenses in
connection with the purchase or redemption of Term Bonds shall
be paid by the Issuer from the Revenue Fund.
The balance of any moneys after the deposits required by
Sections 4.05(A) (l), 4.05(A) (2) and 4.05(A) (3) hereof may be
transferred, at the discretion of the Issuer, to any other fund or
account of the Issuer, including funds and accounts not established
pursuant to this Resolution, and be used for any lawful purpose.
(B) The Issuer, in its discretion, may use moneys in the
Principal Account and the Interest Account to purchase or redeem
Bonds coming due on the next principal paYment date, provided such
purchase or redemption does not adversely affect the Issuer's
ability to pay the principal or interest coming due on such
principal paYment date on the Bonds not so purchased or redeemed.
(C) Within the Interest Account, the Principal Account and the
Bond Amortization Account in the Debt Service Fund, the Issuer has
established separate subaccounts for each Series of Bonds for which
Additional Security shall be pledged. Notwithstanding any provision
of this Resolution to the contrary, any deposits to any of such
subaccounts shall be used only for the payment of principal of,
redemption premium, if any, interest and Amortization Installments
on the Series of Bonds for which such subaccount was established
and for no other Series of Bonds.
(D) At least one (1) business day prior to the date
established for payment of any principal of or Redemption Price,
if applicable, or interest on the Bonds, the Issuer shall withdraw
sufficient moneys from the Debt Service Fund to pay such principal
or Redemption Price, if applicable, or interest and deposit such
moneys with the paying Agent for the Bonds to be paid.
Section 4. 06. Sewer Svstem DeveloDment Charqes Fund. All
Sewer System Development Charges shall, upon receipt thereof, be
deposited in the Sewer System Development Charges Fund. All Sewer
System Development Charges at any time remaining on deposit in said
fund shall be utilized on or before the 21st day of each month,
commencing in the month immediately following the delivery of the
Series 1989 Bonds as follows:
(1) Sewer system Development Charges shall be applied
and allocated to the Debt Service Fund in substitution of or to
supplement Revenues to be deposited therein.
Thereafter, all Sewer System Development Charges in the Sewer
System Development Charges Fund may be applied by the Issuer for
any use allowed by law.
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Notwithstanding the foregoing, the aggregate amount of Sewer
System Development Charges applied and allocated in a Fiscal Year
to the Annual Debt Service for any Series of Bonds shall never
exceed said Sewer system Development Charges Bond Service Component
for such Series of Bonds in such Fiscal Year. In furtherance
thereof, no Sewer system Development Charges may ever be allocated
to the Debt Service Fund for the Series 1989A Bonds.
section 4.07. Water System DeveloDment Charges Fund. Water
System Development Charges shall, upon receipt thereof, be
deposited in the Water System Development Charges Fund. All Water
System Development Charges at any time remaining on deposit in said
fund shall be utilized on or before the 21st day of each month,
commencing in the month immediately following the delivery of the
Series 1989 Bonds as follows:
(1) Water System Development Charges shall be applied
and allocated to the Debt Service Fund in substitution of or to
supplement Revenues to be deposited therein.
Thereafter, all Water system Development Charges in the Water
System Development Charges Fund may be applied by the Issuer for
any use allowed by law.
Notwithstanding the foregoing, the aggregate amount of Water
System Development Charges applied and allocated in a Fiscal Year
to the Annual Debt Service for any Series of Bonds shall never
exceed said Water System Development Charges Bond Service Component
for such Series of Bonds in such Fiscal Year. In furtherance
thereof, no Water System Development Charges may ever be allocated
to the Debt Service Fund for the Series 1989A Bonds.
SECTION 4.08. Additional Security Fund. All Additional
Security shall, upon receipt thereof, by deposited in the appro-
priate account in the Additional Security Fund. All Additional
Security at any time remaining on deposit in said fund shall be
utilized on or before the 21st day of each month immediately
following the delivery of the first Series of Bonds for which
Additional Security is pledged, as follows:
(1) Additional Security shall be applied or allocated to the
corresponding subaccount in ei ther the Interest Account, the
Principal Account or the Bond Amortization Account in substitution
of or to supplement Revenues to be deposited in the Debt Service
Fund.
(2) Thereafter, Additional Security in such accounts may be
applied by the Issuer for any use allowed by law.
Notwithstanding the foregoing, moneys in each account in the
Additional Security Fund shall not be used, either directly or
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indirectly, to pay principal of, redemption premium, if any,
interest or Amortization Installments on any Series of Bonds other
than the Series of Bonds for which such account was established.
SECTION 4.09. Investments. The Construction Fund, the
Revenue Fund , the Debt Service Fund, the Water System Development
Charges Fund, the Sewer System Development Charges Fund, and the
Additional Security Fund and all accounts and subaccounts in such
funds shall be continuously secured in the manner by which the
deposit of public funds are authorized to be secured by the laws
of the state. Moneys on deposit in the Construction Fund, the Debt
Service Fund, the Reyenue Fund, the Sewer System Development
Charges Fund, the Water System Development Charges Fund and the
Additional Security Fund and all accounts and subaccounts in such
funds may be invested and reinvested by the Issuer and as directed
by the Issuer in Permitted Investments maturing no later than the
date on which the moneys therein will be needed. Any and all
income received by the Issuer from the investment of moneys in each
fund or account created pursuant to this Resolution, except the
Construction Fund, shall be retained in such respective fund or
account until the amount required to be on deposit therein shall
be on deposit in such fund or account, and thereafter shall be
transferred to the Revenue Fund. Any and all income received from
the investment of moneys in the Construction Fund shall remain on
deposit in such fund until the amounts required to complete the
Project are on deposit therein, and thereafter shall be transferred
to the Revenue Fund.
Nothing contained in this Resolution shall prevent any
Permitted Investments acquired as investments of or security for
funds held under this Resolution from being issued or held in book-
entry form on the books of the Department of the Treasury of the
United states.
SECTION 4.10. SeDarate Accounts. The moneys required to be
accounted for in each of the foregoing funds, accounts and
subaccounts established herein may be deposited in a single bank
account, and funds allocated to the various funds, accounts and
subaccounts established herein may be invested in a common
investment pool, provided that adequate accounting records are
maintained to reflect and control the restricted allocation of the
moneys on deposit therein and such investments for the various
purposes of such funds, accounts and subaccounts as herein
provided.
The designation and establishment of the various funds,
accounts, and subaccounts in and by this Resolution shall not be
construed to require the establishment of any completely
independent, self-balancing funds as such term is commonly defined
and used in governmental accounting, but rather is intended solely
to constitute an earmarking of certain revenues for certain
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purposes and to establish certain priorities for application of
such revenues as herein provided.
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ARTICLE V
SUBORDINATED INDEBTEDNESS,
ADDITIONAL BONDS, AND COVENANTS OF ISSUER
SECTION 5.01. Subordinated Indebtedness. Except under the
conditions and in the manner provided herein, the Issuer will not
issue any other obligations (i) payable from the Pledged Funds or
(ii) voluntarily create or cause to be created any debt, lien,
pledge, assignment, encumbrance or other charge having priority to
or being on a parity with the lien thereon in favor of the Bonds
and the interest thereon. The Issuer may at any time or from time
to time issue evidences of indebtedness payable in whole or in part
out of the Pledged Funds and which may be secured by a pledge of
the Pledged Funds; provided, however, that such pledge shall be,
and shall be expressed to be, subordinated in all respects to the
pledge of the Pledged Funds created by this Resolution. The Issuer
shall have the right to covenant with the holders from time to time
of any Subordinated Indebtedness to add to the conditions,
limitations and restrictions under which any Additional Bonds may
be issued pursuant to section 5.02 hereof. The Issuer agrees to
pay promptly any Subordinated Indebtedness as the same shall become
due.
SECTION 5.02. Issuance of Additional Bonds. No Additional
Bonds, payable on a parity with the Bonds then Outstanding pursuant
to this Resolution, shall be issued except upon the conditions and
in the manner herein provided. The Issuer may issue one or more
Series of Additional Bonds for anyone or more of the following
purposes: financing the Cost of an Additional Project, or the
completion thereof or of the Initial Project, or refunding any or
all Outstanding Bonds or of any Subordinated Indebtedness of the
Issuer.
No such Additional Bonds shall be issued unless the following
conditions are complied with:
(A) Except as otherwise provided in section 5.02(0) hereof,
there shall have been obtained and filed with the Issuer a
statement of an independent certified public accountant of
reasonable experience and responsibility: (1) stating that the
books and records of the Issuer relating to the Pledged Funds have
been examined by him or her; (2) setting forth the amount of the
Pledged Funds which have been received by the Issuer during any
twelve (12) consecutive months designated by the Issuer within the
twenty-four (24) months immediately preceding the date of delivery
of such Additional Bonds with respect to which such statement is
made; (3) stating that the amount of the Pledged Funds received
during the aforementioned 12 month period equals at least 1.25
times the Maximum Annual Debt Service of all Bonds then Outstanding
and such Additional Bonds with respect to which such statement is
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made; and (4) that the Pledged Funds projected for the twelve month
period following the issuance of such Additional Bonds is projected
by the Consulting Engineer to equal not less than 125% of the
Maximum Annual Debt Service on the Bonds and any proposed
Additional Bonds.
(B) Upon recommendation of the consulting Engineers, the
Pledged Funds certified in (A) above may be adjusted by including
(i) 80% of the additional Gross Revenues which in the opinion of
the Consulting Engineer would have been derived from rate increases
adopted before the Additional Bonds are issued, if such rate
increases had been implemented before the commencement of the
period for which such Pledged Funds are being certified, and (ii)
80% of the additional Gross Revenues estimated by the Consulting
Engineer to be derived during the first full twelve month period
after the date of placing in service the Additional Project
financed with the proceeds of the Additional Bonds.
(C) Addi tional Bonds shall be deemed to have been issued
pursuant to this Resolution the same as the outstanding Bonds, and,
except as provided in this Resolution, all of the other covenants
and other provisions of this Resolution (except as to details of
such Additional Bonds inconsistent therewith) shall be for the
equal benefit, protection and security of the Holders of all Bonds
issued pursuant to this Resolution. Except as provided in this
Resolution, all Bonds, regardless of the time or times of their
issuance, shall rank equally with respect to their lien on the
Pledged Funds and their sources and security for paYment therefrom
without preference of any Bond over any other.
(D) In the event any Additional Bonds are issued for the
purpose of refunding any Bonds then Outstanding, the conditions of
this section 5.02 shall not apply, provided that the issuance of
such Additional Bonds shall not result in an increase in the
aggregate amount of principal of and interest on the outstanding
Bonds becoming due in the current Fiscal Year and all subsequent
Fiscal Years. The conditions of Section 5.02 (A) hereof shall apply
to Additional Bonds issued to refund Subordinated Indebtedness and
to Additional Bonds issued for refunding purposes which cannot meet
the conditions of this paragraph.
(E) For purposes of determining the Maximum Annual Debt
Service with respect to Variable Rate Bonds, if any, the interest
rate on such Variable Rate Bonds shall be assumed to be the highest
variable rate borne over the preceding 12 months by Variable Rate
Bonds issued under this Resolution and containing the same interest
rate index as the Variable Rate Bonds proposed to be issued or, if
no such Variable Rate Bonds are at the time outstanding under this
Resolution, by variable rate debt for which the interest rate is
computed by reference to an index comparable to that to be utilized
in determining the interest rate for the debt then proposed to be
issued.
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(F) Notwithstanding any provision of this Resolution to the
contrary, the principal payments on neither the Series 1989 A Bonds
or the Series 1989 B Bonds shall be considered in calculating
Maximum Annual Debt Service for purposes of this Section 5.02.
SECTION 5.03. Bond AnticiDation Notes. The Issuer may issue
notes in anticipation of the issuance of Bonds which shall have
such terms and details and be secured in such manner, not
inconsistent with this Resolution, as shall be provided by
Resolution of the Issuer.
SECTION 5.04. Books and Records. The Issuer will keep books
and records of the receipt of the Pledged Funds in accordance with
generally accepted accounting principles, and any Holder or Holders
of Bonds shall have the right at all reasonable times to inspect
the records, accounts and data of the Issuer relating thereto.
SECTION 5.05. Annual Audit. The Issuer shall after the close
of each Fiscal Year, cause the financial statements of the Issuer
to be properly audited by a recognized independent certified public
accountant or recognized independent firm of certified public
accountants, and shall require such accountants to complete their
report on the annual financial statements in accordance with
applicable law. Such annual financial statements shall contain,
but not be limited to, a balance sheet, a statement of revenues,
expenditures and changes in fund balance, and any other statements
as required by law or accounting convention, and a report by such
accountants disclosing any material default on the part of the
Issuer of any covenant or agreement herein which is disclosed by
the audit of the financial statements. The annual financial
statements shall be prepared in conformity with generally accepted
accounting principles. A copy of the audited financial statements
for each Fiscal Year shall be furnished to any Holder of a Bond who
shall have furnished such Holder I s address to the Clerk and
requested in writing that the same be furnished to such Holder.
The Issuer shall be permitted to make a reasonable charge for
furnishing such audited financial statements. For so long as
Barnett Bank of Central Florida, N.A. shall be the holder of either
the Series 1989A Bond or the Series 1989B Bond, such audited
financial statement will be furnished without charge to such bank
within 150 days of the end of the respective Fiscal Year.
SECTION 5.06. No ImDairment. While any of the Bonds are
Outstanding, the pledging of the Pledged Funds in the manner
provided herein shall not be subject to repeal, modification or
impairment by any subsequent ordinance, resolution or other
proceedings of the City commission.
SECTION 5.07. Rate Covenant. Beginning with the Fiscal Year
starting October 1, 1990, the Issuer will fix, establish, revise
from time to time whenever necessary, maintain and collect always
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such fees, rates, rentals and other charges for the use of the
products, services and facilities of the System which, together
with other Pledged Funds, will always provide Pledged Funds in each
year sufficient to pay (i) the aggregate of the amount needed to
pay all Cost of Operation and Maintenance as the same shall become
due in such year, (ii) one hundred ten percent (110%) of the Annual
Debt Service becoming due in such year on the Outstanding Bonds,
(iii) and one hundred (100%) of all other deposits to be made
pursuant to this Resolution. Such rates, fees, rentals or other
charges shall not be reduced so as to render them insufficient to
provide revenues for such purposes.
For purposes of this Section, the interest rate on Variable
Rate Bonds shall be assumed to be the average variable rate borne
over the preceding twelve months (or such shorter period of time
as such Variable Bonds shall be outstanding) by Variable Rate Bonds
issued under this Resolution.
Notwithstanding the provisions of this section 5.07 or any
provision of this Resolution to the contrary, the principal
paYments on neither the Series 1989A Bonds or the Series 1989B
Bonds shall be considered in calculating Annual Debt Service.
SECTION 5.08. DisDosition of System. The Issuer shall not
sell, lease, encumber or in any manner dispose of the System as a
whole until all of the Bonds shall have been paid in full as to
both principal and interest.
The City may sell or dispose of, for fair market value, any
properties or parts of the system which the Consulting Engineer
shall certify in writing are not necessary for the continuing
operation of the system, and that the sale or disposal of which
will not adversely affect the Revenues to such an extent that the
Issuer might fail to comply with the covenants of this Resolution.
To the extent the amount to be received therefor is not in excess
of one-half (1/2) of one per centum (.5%) of the value of the gross
plant investment in the System, the finding set forth above and
required to be made by the Consulting Engineer may be made by an
authorized representative of the Issuer.
The proceeds derived from any sale or disposal of any
properties or parts of the System as provided for in the above
paragraph, shall be used exclusively for the purpose of paying the
cost of extensions, enlargements or additions to, or the
replacement of capital assets of the system and for any unusual or
extraordinary repairs, or for the construction or acquisition of
additions, extensions and improvements to the System. However, if
the Consulting Engineer certifies that it is neither necessary nor
desirable to use all or any portion of the proceeds for such
purposes, the Issuer may use such certified portion of the proceeds
for the purchase or redemption of the Bonds.
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SECTION 5.09. Insurance. The Issuer shall provide protection
for the System in accordance with Prudent utility Practice. said
protection may consist of insurance, self insurance and
indemnities. The Issuer will keep, or cause to be kept, the works,
plants and facilities comprising the properties of the System
insured, and will carry such other insurance against fire and other
risks, accidents or casualties at least to the extent and of the
kinds that insurance is usually carried by utilities operating like
properties. Any insurance shall be in the form of policies or
contracts for insurance with insurers of good standing, shall be
payable to the Issuer and may provide for such deductibles,
exclusions, limitations, restrictions, and restrictive endorsements
customary in policies for similar coverage issued to entities
operating properties similar to the properties of the System. Any
self insurance shall be in the amounts, manner and of the type
provided by entities operating properties similar to the properties
of the System. In the event of any loss or damage to the System
covered by insurance, the Issuer will, with respect to each such
loss, promptly repair, reconstruct or replace the parts of the
system affected by such loss or damage to the extent necessary to
the proper conduct of the operation of the business of the System
in accordance with Prudent utility Practices, shall cause the
proceeds of such insurance to be applied for that purpose to the
extent required therefor, and pending such application shall hold
the proceeds of any insurance policy covering such damage or loss
in trust to be applied for that purpose to the extent required
therefor. Any excess insurance proceeds received by the Issuer
shall be used to purchase or redeem Bonds.
SECTION 5.10. No Free Services. So long as any Bonds are
outstanding, the Issuer shall not furnish or supply the facilities,
services and commodities of the system either free of charge or for
a nominal charge to any person, firm or corporation, public or
private. The Issuer shall promptly enforce the payment of any and
all accounts owing to the Issuer and delinquent, by discontinuing
service or by filing suits, actions or proceedings, or by both
discontinuance of service and filing suit. Notwithstanding the
foregoing, nothing in the Resolution shall prohibit the Issuer from
paying (on behalf of the Issuer or on behalf of any person, firm
or corporation) for such facilities, services and commodities with
legally available funds of the Issuer, other than Pledged Funds.
SECTION 5.11. Failure to Pay. Upon failure of any user to
pay for services rendered by the System within forty-five (45)
days, the Issuer shall, to the full extent permitted by law, shut
off the connection of such user and shall not furnish him or permit
him to receive from the System further service until all
obligations owed by him to the Issuer on account of services shall
have been paid in full. This covenant shall not, however, prevent
the Issuer from causing the System connection to be shut off
sooner, to the extent permitted by law.
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SECTION 5.12. Enforcement of Collections. In accordance with
the provisions of Section 5.10 hereof, the Issuer will diligently
enforce and collect the rates, fees and other charges for the
services and facilities of the System and will take all steps,
actions and proceedings for the enforcement and collection of such
rates, charges and fees as shall become delinquent to the full
extent permitted or authorized by law and required by said section
5.10; and will maintain accurate records with respect thereof. All
such fees, rates, charges and revenues shall, as collected, be held
in trust to be applied as herein provided.
SECTION 5.13. ODeratinq Budget. The Issuer shall annually,
prior to commencement of each of its Fiscal Years, prepare and
adopt a detailed budget of the estimated expenditures for the
operation and maintenance of the System during such next succeeding
Fiscal Year. The Issuer shall mail copies of such annual budgets
(including any amendments thereto) to any Holder or Holders of
Bonds who shall file his address with the Issuer and request in
writing that copies of all such budgets be furnished him and shall
make available such budgets of the System at all reasonable times
to any Holder or Holders of Bonds or to anyone acting for and on
behalf of such Holder or Holders. Bondholders shall pay reasonable
actual cost of printing and mailing of such copies. For so long
as Barnett Bank of Central Florida, N.A. shall be Holder of either
the Series 1989A Bonds or the Series 1989B Bonds, a copy of such
budget shall be provided without charge to such bank prior to the
beginning of the applicable Fiscal Year.
SECTION 5.14. Mandatory Connections. The Issuer will, to the
full extent permitted by law, require all lands, buildings and
structures within the Issuer's service area existing as of the date
of issuance of the Series 1989 Bonds, fronting or abutting on the
lines of the system, or any part thereof, or which can use the
facilities of the system to connect with and use such facilities
within ninety (90) days after notification that service is
available. To the extent permitted by law, the Issuer will not
grant a franchise for the operation of any competing utility system
within the service area existing as of the date of issuance of the
Series 1989 Bonds until all Bonds issued hereunder together with
the interest thereon, and premium, if any, have been paid in full.
SECTION 5.15. SUDervisory Personnel. The Issuer in operating
the System will employ or designate as manager one or more of its
qualified employees who have demonstrated ability and experience
in operating similar facilities, and will require all employees who
may have possession of money derived from the operation of the
System to be covered by a fidelity bond, written by a responsible
indemnity company in amounts fully adequate to protect the Issuer
from loss.
SECTION 5.16. PaYment of Taxes. Assessments and other Claims.
The Issuer shall from time to time duly pay and discharge, or cause
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to be paid and discharged, all taxes, assessments and other
governmental charges, or payments in lieu thereof, lawfully imposed
upon the properties constituting the System or the Pledged Funds
when the same shall become due, as well as all lawful claims for
labor and materials and supplies which, if not paid, might become
a lien or charge upon such properties or any part thereof, or upon
the Pledged Funds or which might in any way impair the security of
the Bonds, except taxes, assessments, charges or claims which the
Issuer shall in good faith contest by proper legal proceedings.
SECTION 5.17. No ComDetina System. To the full extent
permitted by law, the Issuer will not grant, or cause, consent to,
or allow the granting of, any franchise or permit to any person,
firm, corporation or body, or agency or instrumentality whatsoever,
for the furnishing of water or sewer services which the Issuer
determines will adversely affect Revenues.
SECTION 5.18. Federal Income Tax Covenants: Taxable Bonds.
(A) The Issuer covenants with the Holders of each Series of
Bonds (other than Taxable Bonds), that it shall not use the
proceeds of such Series of Bonds in any manner which would cause
the interest on such Series of Bonds to be or become includable in
the gross income of the Holder thereof for federal income tax
purposes.
(B) The Issuer covenants with the Holders of each Series of
Bonds (other than Taxable Bonds) that neither the Issuer nor any
Person under its control or direction will make any use of the
proceeds of such Series of Bonds (or amounts deemed to be proceeds
under the Code) in any manner which would cause such Series of
Bonds to be "arbitrage bonds" within the meaning of Section 148 of
the Code and neither the Issuer nor any other Person shall do any
act or fail to do any act which would cause the interest on such
Series of Bonds to become includable in the gross income of the
Holder thereof for federal income tax purposes.
(C) The Issuer hereby covenants with the Holders of each
series of Bonds (other than Taxable Bonds) that it will comply with
all provisions of the Code necessary to maintain the exclusion of
interest on the Bonds from the gross income of the Holder thereof
for federal income tax purposes, including, in particular, the
paYment of any amount required to be rebated to the u.S. Treasury
pursuant to the Code.
(D) The Issuer may, if it so elects, issue one or more Series
of Taxable Bonds the interest on which is (or may be) includable
in the gross income of the Holder thereof for federal income tax
purposes, so long as each Bond of such Series states in the body
thereof that interest payable thereon is (or may be) subject to
federal income taxation and provided that the issuance thereof will
not cause the interest on any other Bonds theretofore issued
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hereunder to be or become includable in the gross income of the
Holder thereof for federal income tax purposes. The covenants set
forth in paragraphs (A), (B) and (C) above shall not apply to any
Taxable Bonds.
(E) In order to ensure compliance with the rebate provisions
of Section 148(f) of the Code with respect to any series of Bonds
for which the Issuer intends on the date of issuance thereof to be
excluded from gross income for purposes of Federal income taxation,
the Issuer hereby creates the "City of Ocoee Water and Sewer System
Revenue Bonds Rebate Fund" to be held by the Issuer. Within such
fund there shall be maintained for each Series of Bonds a
subaccount. The Rebate Fund need not be maintained so long as the
Issuer timely satisfies its obligation to pay any rebatable
earnings to the united States Treasury; however, the Issuer may,
as an administrative convenience, maintain and deposit funds in the
Rebate Fund from time to time. Any moneys held in the Rebate Fund
shall not be considered Pledged Funds and shall not be pledged in
any manner for the benefit of the Holders of the Bonds. Moneys in
the Rebate Fund (including earnings and deposits therein) shall be
held for future paYment to the United States Government as required
by the Code and as set forth in instructions of Bond Counsel
delivered to the Issuer upon the issuance of such Bonds.
Notwithstanding any provision of this Resolution to the
contrary, to the extent the Issuer is required or elects to make
deposits to the Rebate Fund, such amounts may be taken from any
fund or account created hereunder.
SECTION 5.19. Covenant Reaardinq PaYment of Series 1989
Bonds. The Issuer and the Holder of the Series 1989 Bonds agree
and understand that Annual Debt Service at the maturity of the
Series 1989 Bonds shall exceed Pledged Funds to be available at
such time. To the fullest extent permitted by law, the Issuer
covenants and agrees to use its best efforts, to the extent Pledged
Funds are not sufficient on such date, to issue bonds or other debt
obligations payable from the Pledged Funds in an amount sufficient
to pay principal of, redemption premium, if any, and interest on
the Series 1989 Bonds.
SECTION 5.20. Issuance of Bonds Under Refunded Bond
Resolution. The Issuer hereby covenants and agrees with the
Holders of the Bonds that it will not issue any bonds or other debt
obligations under the resolution authorizing the Refunded Bonds.
SECTION 5.21. Covenant to Use Diliaent Efforts to Collect
System Development Charaes. The Issuer hereby covenants and agrees
to use diligent efforts to collect any Water System Development
Charges or Sewer system Development Charges in effect from time to
time. In furtherance thereof, the Issuer has received and receives
from time to time letters of credit to secure payment of Sewer
System Development Charges and Water System Development Charges.
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To the extent Water System Development Charges or Sewer System
Development Charges are not received when due, the Issuer will use
diligent efforts to collect upon the applicable letter of credit.
Upon receipt of any such funds, such amounts shall be considered
Water System Development charges or Sewer System Development
Charges, as appropriate, for purposes of this Resolution.
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ARTICLE VI
DEFAULTS AND REMEDIES
SECTION 6.01. Events of Default. The following events shall
each constitute an "Event of Default":
(A) Default shall be made in the payment of the principal of,
Amortization Installment, redemption premium or interest on any
Bond when due.
(B) There shall occur the dissolution or liquidation of the
Issuer, or the filing by the Issuer of a voluntary petition in
bankruptcy, or the commission by the Issuer of any act of
bankruptcy, or adjudication of the Issuer as a bankrupt, or
assignment by the Issuer for the benefit of its creditors, or
appointment of a recei ver for the Issuer, or the entry by the
Issuer into an agreement of composition with its creditors, or the
approval by a court of competent jurisdiction of a petition
applicable to the Issuer in any proceeding for its reorganization
instituted under the provisions of the Federal Bankruptcy Act, as
amended, or under any similar act in any jurisdiction which may now
be in effect or hereafter enacted.
(C) The Issuer shall default in the due and punctual
performance of any other of the covenants, conditions, agreements
and provisions contained in the Bonds or in this Resolution on the
part of the Issuer to be performed, and such default shall continue
for a period of thirty (30) days after written notice of such
default shall have been received from the Holders of not less than
twenty-five percent (25%) of the aggregate principal amount of
Bonds outstanding. Notwithstanding the foregoing, the Issuer shall
not be deemed in default hereunder if such default can be cured
within a reasonable period of time and if the Issuer in good faith
institutes curative action and diligently pursues such action until
the default has been corrected.
SECTION 6.02. Remedies. Any Holder of Bonds issued under the
provisions of this Resolution or any trustee or receiver acting for
such Bondholders may either at law or in equity, by suit, action,
mandamus or other proceedings in any court of competent
jurisdiction, protect and enforce any and all rights under the laws
of the state, or granted and contained in this Resolution, and may
enforce and compel the performance of all duties required by this
Resolution or by any applicable statutes to be performed by the
Issuer or by any officer thereof.
The Holder or Holders of Bonds in an aggregate principal
amount of not less than twenty-five percent (25%) of the Bonds then
outstanding may by a duly executed certificate in writing appoint
a trustee for Holders of Bonds issued pursuant to this Resolution
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with authority to represent such Bondholders in any legal
proceedings for the enforcement and protection of the rights of
such Bondholders and such certificate shall be executed by such
Bondholders or their duly authorized attorneys or representatives,
and shall be filed in the office of the Clerk. Notice of such
appointment, together with evidence of the requisite signatures of
the Holders of not less than twenty-five percent (25%) in aggregate
principal amount of Bonds outstanding and the trust instrument
under which the trustee shall have agreed to serve shall be filed
with the Issuer and the trustee and notice of appointment shall be
given to all Holders of Bonds in the same manner as notices of
redemption are given hereunder. After the appointment of the first
trustee hereunder, no further trustees may be appointed; however,
the Holders of a majority in aggregate principal amount of all the
Bonds then Outstanding may remove the trustee initially appointed
and appoint a successor and subsequent successors at any time.
SECTION 6.03. Directions to Trustee as to Remedial
Proceedinas. The Holders of a majority in principal amount of the
Bonds then Outstanding have the right, by an instrument or
concurrent instruments in writing executed and delivered to the
trustee, to direct the method and place of conducting all remedial
proceedings to be taken by the trustee hereunder, provided that
such direction shall not be otherwise than in accordance with law
or the provisions hereof, and that the trustee shall have the right
to decline to follow any such direction which in the opinion of the
trustee would be unjustly prejudicial to Holders of Bonds not
parties to such direction.
SECTION 6.04. Remedies CUmulative. No remedy herein
conferred upon or reserved to the Bondholders is intended to be
exclusive of any other remedy or remedies, and each and every such
remedy shall be cumulative, and shall be in addition to every other
remedy given hereunder or now or hereafter existing at law or in
equity or by statute.
SECTION 6.05. Waiver of Default. No delay or omission of any
Bondholder to exercise any right or power accruing upon any default
shall impair any such right or power or shall be construed to be
a waiver of any such default, or an acquiescence therein; and every
power and remedy given by section 6.02 of this Resolution to the
Bondholders may be exercised from time to time, and as often as may
be deemed expedient.
SECTION 6.06. ADDlication of Moneys After Default. If an
Event of Default shall happen and shall not have been remedied, the
Issuer or a trustee or receiver appointed for the purpose shall
apply all Pledged Funds as follows and in the following order:
(A) To the paYment of the reasonable and proper charges,
expenses and liabilities of the trustee or receiver, Registrar and
Paying Agent hereunder; and
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(B) To the paYment of the interest and principal or Redemption
Price, if applicable, then due on the Bonds, as follows:
(1) Unless the principal of all the Bonds shall have
become due and payable, all such moneys shall be applied:
FIRST: to the payment to the Persons entitled thereto
of all installments of interest then due, in the order of the
maturity of such installments, and, if the amount available
shall not be sufficient to pay in full any particular
installment, then to the payment ratably, according to the
amounts due on such installment, to the Persons entitled
thereto, without any discrimination or preference;
SECOND: to the paYment to the Persons entitled thereto
of the unpaid principal of any of the Bonds which shall have
become due at maturity or upon mandatory redemption prior to
maturity (other than Bonds called for redemption for the
payment of which moneys are held pursuant to the provisions
of section 8.01 of this Resolution), in the order of their due
dates, with interest upon such Bonds from the respective dates
upon which they became due, and, if the amount available shall
not be sufficient to pay in full Bonds due on any particular
date, together with such interest, then to the payment first
of such interest, ratably according to the amount of such
interest due on such date, and then to the payment of such
principal, ratably according to the amount of such principal
due on such date, to the Persons entitled thereto without any
discrimination or preference; and
THIRD: to the paYment of the Redemption Price of any
Bonds called for optional redemption pursuant to the
provisions of this Resolution.
(2) If the principal of all the Bonds shall have become
due and payable, all such moneys shall be applied to the
paYment of the principal and interest then due and unpaid upon
the Bonds, with interest thereon as aforesaid, without
preference or priority of principal over interest or of
interest over principal, or of any installment of interest
over any other installment of interest, or of any Bond over
any other Bond, ratably, according to the amounts due
respectively for principal and interest, to the Persons
entitled thereto without any discrimination or preference.
(C) To the paYment of Cost of Operation and Maintenance of
the System.
Notwithstanding the prov1s1ons of this section 6.06 or any
other provisions of this Resolution to the contrary, Sewer System
Development Charges or Water System Development Charges used for
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the paYment of any Series of Bonds shall never exceed the Sewer
System Development Charges Bond Service Component or the Water
System Development charges Bond Service Component for such Series
of Bonds, as applicable and neither the Sewer System Development
Charges or the Water system Development Charges may ever be used
for Cost of Operation and Maintenance.
In addition, notwithstanding the provisions of this section
6.06 or any other provision of this Resolution to the contrary, any
Additional Security may be used only for the paYment of debt
service on the Series of Bonds for which such Additional Security
is pledged, unless provided otherwise by Supplemental Resolution
of the Issuer.
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ARTICLE VII
SUPPLEMENTAL RESOLUTION
SECTION 7.01. SUDDlemental Resolution without Bondholders'
Consent. The Issuer, from time to time and at any time, may adopt
such Resolution or Supplemental Resolutions, without the consent
of the Bondholders (Which Resolution or Supplemental Resolution
shall thereafter form a part hereof) for any of the following
purposes:
(A) To cure any ambiguity or formal defect or omission or to
correct any inconsistent provisions in this Resolution or to
clarify any matters or questions arising hereunder.
(B) To grant to or confer upon the Bondholders any additional
rights, remedies, powers, authority or security that may lawfully
be granted to or conferred upon the Bondholders.
(C) To add to the conditions, limitations and restrictions on
the issuance of Bonds under the provisions of this Resolution other
conditions, limitations and restrictions thereafter to be observed.
(D) To add to the covenants and agreements of the Issuer in
this Resolution other covenants and agreements thereafter to be
observed by the Issuer or to surrender any right or power herein
reserved to or conferred upon the Issuer.
(E) To specify and determine the matters and things referred
to in sections 2.01, 2.02 or 2.09 hereof, and also any other
matters and things relative to such Bonds which are not contrary
to or inconsistent with this Resolution as theretofore in effect,
or to amend, modify or rescind any such authorization,
specification or determination at any time prior to the first
delivery of such Bonds.
(F) To authorize Additional Projects or to change or modify
the description of the Initial Project or any Additional Project.
(G) To specify and determine matters necessary or desirable
for the issuance of Variable Rate Bonds.
(H) To authorize the issuance of Additional Bonds.
(I) To make any other change that, in the opinion of the
Issuer, would not materially adversely affect the security for the
Bonds.
SECTION 7.02. SUDplemental Resolution wi th Bondholders'
Consent. Subject to the terms and provisions contained in this
section 7.02 and Section 7.01 hereof, the Holder or Holders of not
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less than a majority in aggregate principal amount of the Bonds
then outstanding shall have the right, from time to time, anything
contained in this Resolution to the contrary notwithstanding, to
consent to and approve the adoption of such Supplemental Resolution
or Resolutions hereto as shall be deemed necessary or desirable by
the Issuer for the purpose of supplementing, modifying, altering,
amending, adding to or rescinding, in any particular, any of the
terms or provisions contained in this Resolution; provided,
however, that if such modification or amendment will, by its terms,
not take effect so long as any Bonds of any specified Series or
maturity remain Outstanding, the consent of the Holders of such
Bonds shall not be required and such Bonds shall not be deemed to
be outstanding for the purpose of any calculation of Outstanding
Bonds under this section 7.02. No Supplemental Resolution may be
approved or adopted which shall permit or require (A) an extension
of the maturity of the principal of or the paYment of the interest
on any Bond issued hereunder, (B) reduction in the principal amount
of any Bond or the Redemption Price or the rate of interest
thereon, (C) the creation of a lien upon or a pledge of other than
the lien and pledge created by this Resolution which adversely
affects any Bondholders, (D) a preference or priority of any Bond
or Bonds over any other Bond or Bonds, or (E) a reduction in the
aggregate principal amount of the Bonds required for consent to
such Supplemental Resolution. Nothing herein contained, however,
shall be construed as making necessary the approval by Bondholders
of the adoption of any supplemental Resolution as authorized in
section 7.01 hereof.
If at any time the Issuer shall determine that it is necessary
or desirable to adopt any Supplemental Resolution pursuant to this
section 7.02, the Clerk shall cause the Registrar to give notice
of the proposed action and to cause the form of consent to such
adoption to be mailed, postage prepaid, to all Bondholders at their
addresses as they appear on the registration books. Such notice
shall briefly set forth the nature. of the proposed Supplemental
Resolution and shall state that copies thereof are on file at the
offices of the Clerk and the Registrar for inspection by all
Bondholders. The Issuer shall not, however, be subject to any
liability to any Bondholder by reason of its failure to cause the
notice required by this section 7.02 to be mailed and any such
failure shall not affect the validity of such Supplemental
Resolution when consented to and approved as provided in this
section 7.02.
Whenever the Issuer shall deliver to the Clerk an instrument
or instruments in writing purporting to be executed by the Holders
of not less than a majority in aggregate principal amount of the
Bonds then outstanding, which instrument or instruments shall refer
to the proposed Supplemental Resolution described in such notice
and shall specifically consent to and approve the adoption thereof
in SUbstantially the form of the copy thereof referred to in such
notice, thereupon, but not otherwise, the Issuer may adopt such
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Supplemental Resolution in sUbstantially such form, without
liability or responsibility to any Holder of any Bond, whether or
not such Holder shall have consented thereto.
If the Holders of not less than a majority in aggregate
principal amount of the Bonds Outstanding at the time of the
adoption of such Supplemental Resolution shall have consented to
and approved the adoption thereof as herein provided, no Holder of
any Bond shall have any right to object to the adoption of such
Supplemental Resolution, or to object to any of the terms .and
provisions contained therein or the operation thereof, or in any
manner to question the propriety of the adoption thereof, or to
enjoin or restrain the Issuer from adopting the same or from taking
any action pursuant to the provisions thereof.
Upon the adoption of any Supplemental Resolution pursuant to
the provisions of this Section 7.02, this Resolution shall be
deemed to be modified and amended in accordance therewith, and the
respective rights, duties and obligations under this Resolution of
the Issuer and all Holders of Bonds then Outstanding shall
thereafter be determined, exercised and enforced in all respects
under the provisions of this Resolution as so modified and amended.
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ARTICLE VIII
MISCELLANEOUS
SECTION 8.01. Defeasance. If the Issuer shall payor cause
to be paid or there shall otherwise be paid to the Holders of all
Bonds the principal or Redemption Price, if applicable, and
interest due or to become due thereon, at the times and in the
manner stipulated therein and in this Resolution, then the pledge
of the Pledged Funds, and all covenants, agreements and other
obligations of the Issuer to the Bondholders, shall thereupon
cease, terminate and become void and be discharged and satisfied.
In such event, the Paying Agents shall pay over or deliver to the
Issuer all money or securities held by them pursuant to this
Resolution which are not required for the paYment or redemption of
Bonds not theretofore surrendered for such paYment or redemption.
Any Bonds or interest installments appertaining thereto,
whether at or prior to the maturity or redemption date of such
Bonds, shall be deemed to have been paid within the meaning of this
section 8.01 if (A) in case any such Bonds are to be redeemed prior
to the maturity thereof, there shall have been taken all action
necessary to call such Bonds for redemption and notice of such
redemption shall have been duly giyen or provision shall have been
made for the giving of such notice, and (B) there shall have been
deposited in irrevocable trust with a banking institution or trust
company by or on behalf of the Issuer either moneys in an amount
which shall be sufficient, or Federal Securities the principal of
and the interest on which when due will provide moneys which,
together with the moneys, if any, deposited with such bank or trust
company at the same time shall be sufficient, to pay the principal
of or Redemption Price, if applicable, and interest due and to
become due on said Bonds on and prior to the redemption date or
maturity date thereof, as the case may be. Except as hereafter
proyided, neither the Refunded Securities nor any moneys so
deposited with such bank or trust company nor any moneys received
by such bank or trust company on account of principal of or
Redemption Price, if applicable, or interest on said Refunded
Securities shall be withdrawn or used for any purpose other than,
and all such moneys shall be held in trust for and be applied to,
the paYment, when due, of the principal of or Redemption Price, if
applicable, of the Bonds for the paYment or redemption of which
they were deposited and the interest accruing thereon to the date
of maturity or redemption; provided, however, the Issuer may
substitute new Refunded Securities and moneys for the deposited
Refunded Securities and moneys if the new Refunded Securities and
moneys are sufficient to pay the principal of or Redemption Price,
if applicable, and interest on the refunded Bonds.
For purposes of determining whether Variable Rate Bonds shall
be deemed to haye been paid prior to the maturity or redemption
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date thereof, as the case may be, by the deposit of moneys, or
specified Refunded Securities and moneys, if any, in accordance
with this section 8.01, the interest to come due on such Variable
Rate Bonds on or prior to the maturity or redemption date thereof,
as the case may be, shall be calculated at the Maximum Interest
Rate; provided, however, that if on any date, as a result of such
Variable Rate Bonds having borne interest at less than the Maximum
Interest Rate for any period, the total amount of moneys and
specified Refunded Securities on deposit for the payment of
interest on such Variable Rate Bonds is in excess of the total
amount which would have been required to be deposited on such date
in respect of such Variable Rate Bonds in order to satisfy this
Section 8.01, such excess shall be paid to the Issuer free and
clear of any trust, lien, pledge or assignment securing the Bonds
or otherwise existing under this Resolution.
In the event the Bonds for which moneys are to be deposited
for the paYment thereof in accordance with this Section 8.01 are
not by their terms subject to redemption within the next succeeding
sixty (60) days, the Issuer shall cause the Registrar to mail a
notice to the Holders of such Bonds that the deposit required by
this section 8.01 of moneys or Refunded Securities has been made
and said Bonds are deemed to be paid in accordance with the
provisions of this section 8.01 and stating such maturity or
redemption date upon which moneys are to be ayailable for the
payment of the principal of or Redemption Price, if applicable, and
interest on said Bonds.
Nothing herein shall be deemed to require the Issuer to call
any of the outstanding Bonds for redemption prior to maturity
pursuant to any applicable optional redemption provisions, or to
impair the discretion of the Issuer in determining whether to
exercise any such option for early redemption.
SECTION 8.02. Sale of Bonds. The Bonds shall be issued and
sold at public or private sale at one time or in installments from
time to time and at such price or prices as shall be consistent
with the provisions of the Act, the requirements of this Resolution
and other applicable provisions of law and as shall be approved by
subsequent resolution of the Issuer.
SECTION 8.03. Severability of Invalid Provisions. If anyone
or more of the covenants, agreements or provisions of this
Resolution shall be held contrary to any express provision of law
or contrary to the policy of express law, though not expressly
prohibited, or against public policy, or shall for any reason
whatsoever be held invalid, or shall in any manner adversely affect
the validity of the Bonds, then such covenants, agreements or
provisions shall be null and void and shall be deemed separable
from the remaining covenants, agreements and provisions of this
Resolution and shall in no way affect the validity of any of the
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other covenants, agreements or provisions hereof or of the Bonds
issued hereunder.
SECTION 8.04. No Personal Liabilitv. Neither the members of
the City Commission of the Issuer nor any person executing the
Bonds shall be personally liable therefor or be subject to any
personal liability or accountability by reason of the issuance
thereof.
SECTION 8.05. ReDeal of Inconsistent Resolutions. All
Resolutions or parts thereof in conflict herewith are hereby
superseded and repealed to the extent of such conflict.
SECTION 8.06. Effective Date. This Resolution shall take
effect immediately upon its adoption.
DULY ADOPTED this 26th day of December, 1989.
(SEAL)
CITY COMMISSION OF THE CITY OF OCOEE,
~
.~~
FOR USE AND mwa...,
BY THE em fJI1 0CClU.
~lOFOIIIMDU8MJ1Y
1IliI ... ..lk~!,c- It~
~
.. .AtlgrNy
70
12/2V89 13~30
'l:4e7 656 5726
CITY OF aCOEE
EXHIBIT "A"
... POL.EY
...... W. Ihfra ,.1.
em lNOINUl1 UTtLmES DIUCTOR
150 N. I.IJCISHOII ClIVI
0C0l1. P1.QIUM M7l,
(407) -..zm
CITY OF OeOIE
WATER AND SEWER SYSTEM RRVXNUE BONDS, SERIES 1989B
WASTEWATER SYSTEM IMPROVEMiNTS
WaltewAter Treatment Plant D..iln
W&.te~&ter Treatment Plant Construction
SludS8 Handlin. Fao111ty naailn l Conat.
Wa.tewater Sublolal
WATER SYSTEM IMPROVEMENTS
K1aaimm.. Avenue Plant IlIlprClv..menlM (Ph.l)
(High aervice well,ehlorination .q~ip.)
Ki88imm.. Avenue Plant Imprcv...nlM (~h.2)
(400,000 call around storac. tank. hilh
.ervice pumps, oonneotinc pipinC)
12" Water Main .
(Connect Fore.t Oak. & Ki..immee Pl~nt')
12" Water Main ~ Bluford, S.R. 50
Purcha.e New Well Slte - For.at Oak.
purcn... New Well S1te - SQu~h Plant
Inapeotion ,...
Water Subtotal :
Total Ixp.na. :
140,000
1,620,000
100.000
11.80Q,000
460,000
452,000
200,000
400,000
aoo,ooo
27G,OOO
160,000
12.143,000
*4,003,000
Zl002/002
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EXHIBIT B
REQUISITION FOR FUNDS
$4,000,000
CITY OF OCOEE, FLORIDA
WATER AND SEWER SYSTEM REVENUE BONDS
SERIES 1989B
To: Barnett Bank of Central Florida, N.A.
Orlando, Florida
This Requisition is delivered to you pursuant to Section 4.03
of the Resolution adopted by the City on December 26, 1989
authorizing the above-captioned Bonds.
A. The undersigned parties hereby requisition the amount
indicated below:
PurDose
Amount Reauisitioned
Name and address of person
to whom payment is due:
B.
In support of this Requisition, the undersigned hereby
certify that:
1. None of the items described above have formed the
basis for any paYment previously drawn.
2.
Each item described above was necessary in
connection with the Project and has been authorized
by the City Commission.
3. Invoices (and proof of payment for reimbursements)
for the full Amount Requisitioned are attached.
.'
C.
You are hereby requested to pay the requisitioned amount
in the following manner (circle one):
.
1. To the City as reimbursement for expenses previously
paid.
.
2.
other:
DATED this
day of
Qualified Independent Consultant
City Engineer
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