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Home My WebLink AboutResolution 90-08 . RESOLUTION NO. 90-08 A RESOtuTlbN OF THE CITY COMMISSION OF THE CITY OF OCOEE, FLORIDA, AUTHORIZING THE REFUNDING OF CERTAIN PRESENTLY OUTSTANDING OBLIGATIONS OF THE CITY OF OCOEE, FLORIDA; AUTHORIZING THE ACQUISITION OF RIGHTS-OF-WAY, DESIGN, CONSTRUCTION, PAVING AND IMPROVEMENT OF CERTAIN STREETS AND INTERSECTIONS WITHIN AND WITHOUT THE CITY LIMITS OF THE CITY OF OCOEE, FLORIDA; AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $7,000,000 TRANSPORTATION REFUNDING AND IMPROVEMENT REVENUE BONDS OF THE CITY TO BE APPLIED TO REFUND THE PRINCIPAL, INTEREST, AND REDEMPTION PREMIUM, IF ANY, IN RESPECT TO SUCH PRESENTLY OUTSTANDING OBLI- GATIONS AND TO FINANCE THE COST OF SUCH PROJECT; PLEDGING REVENUES DERIVED FROM THE LOCAL OPTION GAS TAX, THE PUBLIC SERVICE TAXES AND CERTAIN INVESTMENT EARNINGS FOR THE PAYMENT OF SAID BONDS; FURTHER PLEDGING AMOUNTS ON DEPOSIT IN THE DEBT SERVICE FUND AND THE CONSTRUCTION FUND CREATED PURSUANT TO THIS RESOLUTION; PROVIDING FOR THE RELEASE AND EXTINGUISHMENT OF THE LIEN ON SUCH PUBLIC SERVICE TAXES; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; PROVIDING FOR THE SEVERABILITY OF INVALID PROVISIONS; PROVIDING FOR THE REPEAL OF ANY RESOLUTIONS IN CONFLICT WITH THE PROVISIONS OF THIS RESOLUTION; PROVIDING CERTAIN OTHER MATTERS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OCOEE, FLORIDA: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of the Constitution of the State of Florida; the Charter of the City of Ocoee, Chapter 166, Part II, Florida Statutes, and other applicable provisions of law. SECTION 2. DEFINITIONS. The following terms shall have the following meanings herein, unless the text expressly requires otherwise. Words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations. A. "Acquired Obligations" shall mean U.S. Treasury Certifi- cates, Notes and Bonds (including State and Local Government Series -- "SLGS"), direct obligations of the Treasury which have been stripped by the Treasury itself, "CATS" and "TIGRS" and obligations issued by the following agencies which are backed by the full faith and credit of the U.S.: . 1. U. S. Export-Import Bank: Direct obligations or fully guaranteed certificates of beneficial owner- ship Farmers Home Administration: certificates of bene- ficial ownership 2. 3. 4. 5. 6. . 7. 8. 9. 10. Federal Financing Bank Federal Housinq Administration Debentures General Services Administration: Participation certificates u.s. Maritime Administration: Guaranteed Title XI financing New Communi ties Debentures: U. S. government guaran- teed debentures u.s. Public Housinq Notes and Bonds: u.s. govern- ment guaranteed public housing notes and bonds u.s. Department of Housinq and Urban Development: Project Notes; Local Authority Bonds Prerefunded municipal bonds must be rated "Aaa" by Moody's or "AAA" by S&P. If the issue is only rated by S&P (i.e., there is no Moody's rating), then the prerefunded bonds ~ust have been prerefunded with cash, direct u.s. r u.s. guaranteed obligations, or AAA-rated prerefunded municipals that satisfy this condition. B. "Act" shall mean Chapter 166, Part II, Florida Statutes, and other applicable provisions of law. C. "Additional Parity Obligations" shall mean additional obligations issued in compliance with the terms, conditions and limitations contained herein and which (i) shall have a first lien on the Pledged Revenues equal to that of the Series 1990 Bonds and with respect to that portion of the Pledged Revenues constituting the Public Service Taxes, unless the lien thereon shall have been released as provided herein, the Public Service Tax Obligations, (ii) shall be payable from the proceeds of the Pledged Revenues on a parity with the Series 1990 Bonds, (iii) shall be payable from the proceeds of the Public Service Taxes, unless the lien thereon shall have been released as provided herein, on a parity with Public Service Tax Obligations, and (iv) shall rank equally in all other respects with the Series 1990 Bonds. Notwithstanding the foregoing, amounts on deposit in each subaccount in the Reserve Account shall be pledged only for the payment of the principal of, interest on, and redemption premiums, if any, on the series of Bonds for which such subaccount was established and for no other series of Bonds. D. "Agreement" or "Escrow Deposit Agreement" shall mean an agreement or agreements by and between the Issuer and a bank or trust company to be selected and named by the Issuer prior to the sale of the Series 1990 Bonds, the purpose of which is to provide for the payment of the Refunded Bonds. Such agreement shall be in substantially the form attached hereto as Exhibit A and incorpo- rated herein by reference. . 2 . E. "Amortization Installment" with respect to any Term Bonds of a series, shall mean an amount so designated for mandatory prin- cipal installments or mandatory Compounded Amounts payments (for mandatory call or otherwise) payable on any Term Bonds issued under the provisions of this Resolution or any subsequent resolution authorizing Additional Parity Obligations. F. "Bond Counsel" shall mean a firm of nationally recognized attorneys at law acceptable to the Issuer and experienced in the issuance of bonds or other debt obligations by governmental units such as the Issuer. G. "Bond Insurer" shall mean, with respect to any series of Bonds, the bond insurance company or companies, if any, which issues a policy of insurance insuring the payment of principal of and interest on such Bonds. H. "Bond Service Requirement" shall mean for a given year the remainder after subtracting any accrued and funded interest for that year that has been deposited into the Debt Service Fund for that purpose from the sum of: (1) The amount required to pay the interest coming due on Bonds during that year; (2) The amount required to pay the principal or Com- pounded Amounts of serial Bonds in that year, and the princi- pal or Compounded Amounts of Term Bonds maturing in that year that are not included in the Amortization Installments for such Term Bonds; and (3) The Amortization Installments for all series of Term Bonds for that year. I. "Bonds" shall mean the city of Ocoee, Florida, Transporta- tion Refunding and Improvement Revenue Bonds, Series 1990, herein authorized to be issued and any Additional Parity Obligations issued hereafter. J. "Business Day" shall mean any day other than a Saturday, Sunday or a day on which banking institutions located in the State of Florida are required or authorized to remain closed. . K. "Capital Appreciation Bonds" shall mean the aggregate principal amount of the Bonds that bear interest payable solely at maturity or upon redemption prior to maturity in the amounts determined by reference to the Compounded Amounts, all as shall be determined by subsequent resolution of the Issuer. L. "Clerk" shall mean the City Clerk of the Issuer. 3 M. "Compounded Amounts" shall mean the amounts as to which reference is made that establish the amounts payable at maturity or upon redemption prior to maturity on the Capital Appreciation Bonds. Such amounts shall be determined by subsequent resolution of the Issuer. . N. "Construction Fund" shall mean the city of Ocoee Transpor- tation Refunding and Improvement Revenue Bond Construction Fund created and established pursuant to section 16(E) hereof. O. "Current Interest Bonds" shall mean the aggregate princi- pal amount of the Bonds that bear interest payable semi-annually on such dates as shall be determined by subsequent resolution of the Issuer. The Current Interest Bonds include the aggregate prin- cipal amount of Serial Current Interest Bonds and such aggregate principal amount of Term Current Interest Bonds, as shall be deter- mined by subsequent resolution of the Issuer. P. "Debt Service Fund" shall mean the City of Ocoee Transpor- tation Refunding and Improvement Revenue Bond Debt Service Fund created and established pursuant to section 18{B) hereof. Q. "Escrow Agent" shall mean a bank with trust powers or a trust company appointed by the Issuer as a party to the Agreement together with any successors and assigns. R. "Fiscal Year" shall mean the period commencing on October 1 of each year and ending on the next succeeding September 30, or such other period designated by the Issuer as its Fiscal Year. S. "Holder of Bonds" or "Bondholders" or any similar term shall mean any person who shall be the registered owner of any Outstanding Bond. T. "Investment Securities" shall mean the following, if and to the extent authorized pursuant to the laws of the State of Florida: 1. Direct obligations of the united States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury) or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America. . 2. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the united States: a. U.S. Export-Import Bank: Direct obligations or fully guaranteed certificates of beneficial ownership 4 b. Farmers Home Administration: beneficial ownership certificates of c. Federal Financinq Bank . d. Federal Housing Administration Debentures e. General Services Administration: Participation certificates f. Government National Mortgage Association ("GNMA"): GNMA - guaranteed mortgage-backed bonds; GNMA - guaranteed pass-through obligations g. u.s. Maritime Administration: Guaranteed Title IX financing h. New Communi ties Debentures: guaranteed debentures u. S . government i. U. S. Public Housinq Notes and Bonds: u. S. government guaranteed public housing notes and bonds j. u.s. Department of Housinq and Urban Develop- ment: Project Notes; Local Authority Bonds 3. Bonds, debentures, notes or other evidence of indebt- edness issued or guaranteed by any of the following U. S. government agencies (non-full faith and credit agencies): a. Federal Home Loan Bank System: obligations senior debt b. Federal Home Loan Mortqage Corporation: Partic- ipation certificates; Senior debt obligations c. Federal National Mortqaqe Association: Mortgage-backed securities and senior debt obligations d. Student Loan Marketinq Association: Senior debt obligations 4. Money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating by S&P of AAAm-G; AAAm; or AAm. . 5. certificates of deposit secured at all times by col- lateral described in (1) and/or (2) above. Such certificates must be issued by commercial banks, savings and loan associa- tions or mutual savings banks. The collateral must be held 5 by a third party and the bondholders must have a perfected first security interest in the collateral. . 6. certificates of deposit, savings accounts, deposit accounts or money market deposits which are fully insured by Federal Deposit Insurance Corporation or Federal Savings and Loan Insurance Corporation. 7. Investment Agreements, including guaranteed invest- ment contracts, acceptable to MBIA. 8. Commercial paper rated, at the time of purchase, "Prime - 1" by Moody's or "A-1" or better by S&P. 9. Bonds or notes issued by any state or municipality which are rated by Moody's or S&P in one of the two highest rating categories assigned by such agencies. 10. Federal funds or bankers acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating of "Prime - 1" or "A3" or better by Moody's and "A-1" or "A" or better by S&P. 11. Repurchase agreements that provide for the transfer of securities from a dealer bank or securities firm (seller/ borrower) to a municipal entity (buyer/lender), and the trans- fer of cash from a municipal entity to the dealer bank or securities firm with an agreement that the dealer bank or securities firm will repay the cash plus a yield to the muni- cipal entity in exchange for the securities at a specified date. Repurchase Agreements must satisfy the following criteria or be approved by MBIA: a. Repurchase aqreements must be between the municipal entity and a dealer bank or securities firm i. Primary dealers on the Federal Reserve reporting dealer list, or ii. Banks rated "A" or above by S&P and Moody's. b. The written repurchase aqreement must include the followinq: i. Securities which are acceptable for transfer are: . (A) Direct u.s. governments, or (B) Federal agencies backed by the full faith and credit of the u.s. government 6 ii. The term of the repurchase aqreement may be UP to 30 days . iii. The collateral must be delivered to the municipal entity, trustee (if trustee is not supplying the collateral) or third party acting as agent for the trustee (if the trustee is supplying the collateral) before/simultaneous with payment (perfection by posses- sion of certificated securities). iv. Valuation of Collateral (A) The securities. except for securities on deposit in the Reserve Account. must be valued weekly. marked-to-market at current market price plus accrued interest (1) The value of collateral must be equal to 103% of the amount of cash transferred by the municipal entity to the dealer bank or security firm under the repurchase agreement plus accrued interest. If the value of securi- ties held as collateral slips below 103% of the value of the cash transferred by municipality, then additional cash and/or acceptable securi- ties must be transferred. If, however, the securities used as collateral are FNMA or FMAC, then the value of the collateral must equal 105%. Securities on deposit in each subaccount in the Reserve Account shall be valued as determined by the resolution of the Issuer authorizing the series of Bonds for which such subaccount was established. C. A legal opinion must be delivered to the municipal entity to the effect that the repurchase agreement meets guidelines under state law for legal investment of public funds. 12. units of participation in the Local Government Surplus Funds Trust Fund established pursuant to Chapter 218, Part IV, Florida Statutes, or any similar common trust fund which is established pursuant to the laws of the State of Florida as a legal depository of public moneys and for which the Florida State Board of Administration acts as custodian; and . 13. Any other investment permitted under applicable Florida and united States law and acceptable to MBIA, for so long as the Series 1990 Bonds shall be outstanding and such firm shall not be in default under its policy of municipal bond insurance securing such Series 1990 Bonds. 7 . . L u. "Issuer" or "City" shall mean the City of Ocoee, Florida. v. "Local Option Gas Tax" shall mean the Local Option Gas Tax received by the Issuer under the authority of section 336.025, Florida Statutes, and an Interlocal Agreement dated July 21, 1983, as amended on June 27, 1985, between Orange County, Florida and the City of Orlando, Florida. As used herein, the term "Local option Gas Tax" shall include any local option gas taxes authorized pursuant to section 336.025, Florida Statutes, as amended and supplemented from time to time, and received by the Issuer, including any levied in excess of the tax currently authorized pursuant to such section. w. "Maximum Bond Service Requirement" shall mean, as of any particular date of calculation, the greatest amount of aggregate Bond service Requirement for the then current or any future Bond Year, except that with respect to any Bonds for which Amortization Installments have been established, the amount of principal coming due on the final maturity date with respect to such Bonds shall be reduced by the aggregate principal amount or Compounded Amounts of such Bonds that are to be redeemed from Amortization Installments, in each case to be made in prior Bond Years. x. "MBIA" shall mean Municipal Bond Investors Assurance Corporation. Y. "Moody's" shall mean Moody's Investors Service, and any assigns or successors thereto. z. "Outstanding" or "Bonds outstanding" shall mean all Bonds which have been issued pursuant to this Resolution, except: (1) Bonds canceled after purchase in the open market or because of payment at or redemption prior to maturity; (2) Bonds for the payment or redemption of which cash funds or Acquired Obligations or any combination thereof shall have been theretofore irrevocably set aside in a special account with an escrow agent (whether upon or prior to the maturity or redemption date of any such Bonds) in an amount which, together with earnings on such Acquired Obligations, will be sufficient to pay the principal of and interest on such Bonds at maturity or upon their earlier redemption; provided that, if such Bonds are to be redeemed before the maturity thereof, notice of such redemption shall have been given according to the requirements of this Resolution or irrevocable instructions directing the timely publication of such notice and directing the payment of the principal of and interest on all Bonds at such redemption dates shall have been given to the escrow agent; and 8 (3) Bonds which are deemed paid pursuant to this Reso- lution or in lieu of which other Bonds have been issued under sections 11 and 13 hereof. . AA. "Paying Agent" shall mean any authorized depository designated by the Issuer to serve as a Paying Agent for the Bonds that shall have agreed to arrange for the timely payment of the principal of, interest on and redemption premium, if any, with respect to the Bonds to the owners thereof, from funds made avail- able therefor by the Issuer and any successors designated by subsequent resolution of the Issuer. Nothing in this Resolution shall be deemed to prohibit the Issuer from serving as Paying Agent hereunder or from appointing one or more Paying Agents to serve under this Resolution. BB. "Pledged Revenues" shall mean collectively (i) the Local Option Gas Tax, (ii) until released as provided herein, the Public Service Taxes and (iii) amounts on deposit in and interest earned on the Debt Service Fund and the Construction Fund. CC. "Public Service Taxes" shall mean the tax levied by the Issuer pursuant to section 166.231, Florida Statutes, on the purchase of electricity, metered or bottled gas (natural liquefied petroleum gas or manufactured), water, fuel oil and telephone and telegraph service. DD. "Public Service Taxes Fund" shall mean the City of Ocoee Transportation Refunding and Improvement Revenue Bond Public Service Taxes Fund created and established pursuant to section 18F hereof. EE. "Public Service Tax Obligations" shall mean bonds or other debt obligations of the Issuer authorized to be issued pursuant to section 18E hereof. Public Service Tax Obligations do not include the Bonds. FF. "Rebate Fund" shall mean the Rebate Fund created pursuant to section 29 of this Resolution. GG. "Record Date" shall have the same meanings as set forth in sections 7 and 11 of this Resolution. HH. "Redemption Account" shall mean the special account of the same name created within the Debt Service Fund. . II. "Refunded Bonds" shall mean the remaining bonds outstand- ing of the $2,145,000 City of Ocoee, Florida, Public Improvement Revenue Bonds, Series 1987, dated November 1, 1987. JJ. "Refunding Bonds" shall mean the Series 1990 Bonds. 9 . KK. "Registrar" shall mean a trust company or bank with trust powers appointed by subsequent resolution of the Issuer to serve as Registrar pursuant to this Resolution and any successors desig- nated by subsequent resolution of the Issuer. Nothing in this Resolution shall be deemed to prohibit the Issuer from serving as Registrar hereunder or from appointing one or more Registrars to serve under this Resolution. LL. "Reserve Account" shall mean the special account of the same name created within the Debt Service Fund together with all subaccounts therein. MM. "Reserve Requirement" with respect to each series of Bonds, if any, shall be determined by subsequent resolution of the Issuer adopted prior to the issuance of each such series of Bonds. NN. "Resolution" shall mean this Resolution, as the same may be amended or supplemented from time to time. 00. "Revenue Fund" shall mean the City of Ocoee Transpor- tation Refunding and Improvement Revenue Bond Revenue Fund created and established pursuant to section 18{A) hereof. PP. "Serial Current Interest Bonds" shall mean the aggregate principal amount of Current Interest Bonds maturing on such dates and in such amounts as shall be determined by subsequent resolution of the Issuer and for which Amortization Installments have not been designated. QQ. "Series 1990 Bonds" shall mean the Bonds initially issued under this Resolution, which such Bonds may be issued in one or more series. RR. "series 1990 Project" or "Series 1990 Projects" shall mean the acquisition of rights-of-way, design, construction, paving and improvement of certain streets, intersections and drainage improvements within and without the corporate limits of the Issuer and as more fully described in the Engineering Report of Professional Engineering Consultants, Inc., dated August 5, 1990, which report is on file with the Clerk. SSe "S&P" shall mean Standard & Poor's Corporation, and any assigns or successors thereto. TT. "Term Bonds" shall mean Term Current Interest Bonds and Term Capital Appreciation Bonds. . uu. "Term Capital Appreciation Bonds" shall mean the aggre- gate principal amount of Capital Appreciation Bonds maturing on such dates and in such amounts as shall be determined by subsequent resolution of the Issuer and for which Amortization Installments have been designated. 10 . . L vv. "Term Current Interest Bonds" shall mean the aggregate principal amount of Current Interest Bonds maturing on such dates and in such amounts as shall be determined by subsequent resolution of the Issuer and for which Amortization Installments have been designated. SECTION 3. FINDINGS. and declared that: It is hereby ascertained, determined A. It is in the best interest of the Issuer and the residents thereof that the Issuer authorize the issuance of Bonds to provide for the refunding and refinancing of obligations heretofore issued by the Issuer and to provide for the acquisition, construction and design of the Series 1990 Project. B. In order to preserve and protect the public health, safety and welfare of the inhabitants of the Issuer, it is necessary and desirable to acquire, construct and design the Series 1990 Project. C. The revenues derived from the Public Service Taxes and Local option Gas Tax are not now pledged or encumbered in any manner, except for the payment of the Issuer's Refunded Bonds. D. The Issuer deems it necessary, beneficial and in its best interest to provide for the refunding of the Refunded Bonds. Such refunding will be advantageous to the Issuer because it will allow the Issuer to lengthen the amortization of the debt financed with the proceeds of the Refunded Bonds to more closely match the life of the improvements financed with such debt and will allow the Issuer to revise certain terms and covenants in a manner that is more beneficial to the Issuer. E. The estimated sum required for the refunding of the Refunded Bonds will be derived from a portion of the proceeds of the sale of the Series 1990 Bonds, together with certain other legally available funds of the Issuer. F. A portion of the proceeds of the Series 1990 Bonds shall be deposited pursuant to the Agreement, in amounts which, together with earnings thereon, will be sufficient to make timely payments of the interest and outstanding principal in respect to the Refunded Bonds to maturity. Such funds shall be invested pursuant to the Agreement in such investments as will be sufficient to pay such principal and interest. G. The Bonds do not constitute a general indebtedness or general obligation of the Issuer within the meaning of any consti- tutional, statutory or charter provision or limitation, and the Issuer has not pledged its full faith and credit for the payment of the principal of, redemption premium, if any, and interest on the Bonds or of the making of any reserve or other payments 11 . provided for in this Resolution. It is expressly agreed by the Holders of the Bonds that such Bondholders shall never have the right to require or compel the exercise of the ad valorem taxing power of the Issuer or taxation of any real or personal property therein for the payment of the principal of, redemption premium, if any, and interest on the Bonds or the making of any reserve or other payments provided for in this Resolution. H. The estimated Pledged Revenues will be sufficient to pay all principal of and interest and redemption premium on the Series 1990 Bonds to be issued hereunder, as the same become due, and to make all other deposits or other payments required by this Resolu- tion. I. The proceeds of the Series 1990 Bonds deposited in the Construction Fund may only be used for "transportation expendi- tures" within the meaning of section 336.025(7), Florida Statutes. J. The Series 1990 Bonds may be issued in one or more series as shall be determined by subsequent resolution of the Issuer. . SECTION 4. AUTHORIZATION OF REFUNDING AND CONSTRUCTION OF SERIES 1990 PROJECT. There is hereby authorized the refunding of the Refunded Bonds in the manner provided herein. There is hereby authorized the construction of the Series 1990 Project pursuant to certain reports presently on file or to be filed with the Clerk, including the report of Professional Engineering Consultants, Inc., Orlando, Florida, dated as of August 5, 1990, currently on file with the Clerk. The cost of such Series 1990 Project in addition to the items set forth in such reports, may include, but need not be limited to, the acquisition of any lands, rights of ways or interest therein or any other properties deemed necessary or con- venient therefor; engineering, legal and financing expenses, expenses for estimates of costs; expenses for plans, specifica- tions and surveys; the fees of fiscal agents, financial advisors or consultants; operating costs incurred during the construction; municipal bond insurance or other credit enhancement, including credit enhancement to be deposited in the Reserve Account; adminis- trative expenses relating solely to the construction of the Series 1990 Project; the capitalization of interest for a reasonable period after the issuance of the Series 1990 Bonds; the creation and establishment of reasonable reserves for debt service; the discount on the sale of the Series 1990 Bonds, if applicable; repayment of interim advances and indebtedness including repayments to the other funds of the Issuer for moneys spent on the Series 1990 Project in anticipation of the sale of the Series 1990 Bonds; and such other costs and expenses as may be necessary or incidental to the financing herein authorized and the construction of the Series 1990 Project and the placing of same in operation. 12 . . Provided, however, the Issuer reserves the right, if it be found at the time of construction of the Series 1990 Project that the amounts allocated for a portion thereof are inadequate there- for, to allocate additional amounts from other portions of said Series 1990 Project and, if it be found at the time of construction of the Series 1990 Project that less than the amounts allocated to certain purposes are needed for such purposes, to allocate the amount so saved to other portions of the Series 1990 Project or, if in the best interest of the Issuer it is deemed necessary and advisable to change or delete any of the portions of the Series 1990 Project described above, to make such necessary changes or deletions in such Series 1990 project as the Issuer deems necessary so long as all said funds are used for the purposes provided by law and this Resolution, and, to the extent used for construction according to such reports of Professional Engineering Consultants, Inc. or such other firm or firms of qualified consulting engineers acceptable to the Issuer to be on file with the Issuer prior to disbursement of such funds. Notwithstanding the foregoing, the proceeds of the Series 1990 Bonds deposited in the Construction Fund may only be used for projects which constitute "transportation expenditures" within the meaning of section 336.025(7), Florida Statutes. SECTION 5. THIS RESOLUTION TO CONSTITUTE CONTRACT. In con- sideration of the acceptance of the Bonds authorized to be issued hereunder by those who shall hold the same from time to time, this Resolution shall be deemed to be and shall constitute a contract between the Issuer and such Holders. The covenants and agreements herein set forth to be performed by the Issuer shall be for the equal benefit, protection and security of the legal Holders of any and all of the Bonds, all of which shall be of equal rank and without preference, priority or distinction of any of the Bonds over any other thereof, except as expressly provided therein and herein. SECTION 6. AUTHORIZATION OF SERIES 1990 BONDS. SUbject and pursuant to the provisions hereof, obligations of the Issuer to be known as "Transportation Refunding and Improvement Revenue Bonds, Series 1990," are authorized to be issued in the aggregate princi- pal amount not exceeding $7,000,000. SECTION 7. DESCRIPTION OF SERIES 1990 BONDS. The Series 1990 Bonds shall be issued in fully registered form; may be Capital Appreciation Bonds and/or Current Interest Bonds; shall be dated; shall be numbered consecutively from R-1 upward if Current Interest Bonds; shall be numbered from CABR-1 upward if Capital Appreciation Bonds; shall be in the denomination of $5,000 each, or integral multiples thereof for the Current Interest Bonds and in $5,000 maturity amounts for the Capital Appreciation Bonds or in $5,000 multiples thereof, or such other denominations as shall be approved by the Issuer in a subsequent resolution prior to the delivery of the Series 1990 Bonds; shall bear interest at such rate or rates 13 . not exceeding the maximum rate allowed by Florida law, the actual rate or rates to be determined by subsequent resolution of the Issuer prior to or upon the sale of the Series 1990 Bonds; such interest to be payable semiannually at such times as are fixed by resolution of the Issuer if Current Interest Bonds and to be pay- able at maturity if Capital Appreciation Bonds; and shall mature annually on such date in such years and amounts as will be fixed by resolution of the Issuer prior to or upon the sale of the Series 1990 Bonds; and may be serial and/or Term Bonds. Each Series 1990 Current Interest Bond shall bear interest from the interest payment date next preceding the date on which it is authenticated, unless authenticated on an interest payment date, in which case it shall bear interest from such interest payment date, or, unless authenticated prior to the first interest payment date, in which case it shall bear interest from its date; provided, however, that if at the time of authentication payment of any interest which is due and payable has not been made, such Series 1990 Current Interest Bond shall bear interest from the date to which interest shall have been paid. The Series 1990 Capital Appreciation Bonds shall bear interest only at maturity or upon redemption prior to maturity in the amount determined by reference to the Compounded Amounts. The principal of and the interest and redemption premium, if any, on the Series 1990 Bonds shall be payable in any coin or currency of the united States of America which on the respective dates of payment thereof is legal tender for the payment of public and private debts. The interest on the Series 1990 Current Inter- est Bonds shall be payable by the Paying Agent on each interest payment date to the person appearing, as of the fifteenth day immediately preceding such interest payment date (the "Record Date"), on the registration books of the Issuer hereinafter pro- vided for as the Holder thereof, by check or draft mailed to such Holder at his address as it appears on such registration books on the Record Date. Payment of the principal of all Series 1990 Cur- rent Interest Bonds and the Compounded Amount with respect to the Series 1990 Capital Appreciation Bonds shall be made upon the presentation and surrender at the office of the Paying Agent of such Bonds as the same shall become due and payable. SECTION 8. EXECUTION OF SERIES 1990 BONDS. The Series 1990 Bonds shall be signed by, or bear the facsimile signature of, the Mayor and shall be signed by, or bear the facsimile signature of, the Clerk and a facsimile of the official seal of the Issuer shall be imprinted on the Bonds. . In case any officer whose signature or a facsimile of whose signature shall appear on any Series 1990 Bond shall cease to be such officer before the delivery of such Series 1990 Bond, such signature or such facsimile shall nevertheless be valid and suffi- 14 . . cient for all purposes the same as if he has remained in office until such delivery. Any Series 1990 Bond may bear the facsimile signature of or may be signed by such persons who, at the actual time of the execution of such Series 1990 Bond, shall be the proper officers to sign such Series 1990 Bond although at the date of such Series 1990 Bond such persons may not have been such officers. SECTION 9. AUTHENTICATION OF SERIES 1990 BONDS. Only such of the Series 1990 Bonds as shall have endorsed thereon a certi- ficate of authentication substantially in the form hereinbelow set forth, duly executed by the Registrar, as authenticating agent, shall be entitled to any benefit or security under this Resolution. No Series 1990 Bond shall be valid or obligatory for any purpose unless and until such certificate of authentication shall have been duly executed by the Registrar, and such certificate of the Regis- trar upon any such Series 1990 Bond shall be conclusive evidence that such Series 1990 Bond has been duly authenticated and deliv- ered under this Resolution. The Registrar's certificate of authen- tication on any Series 1990 Bond shall be deemed to have been duly executed if signed by an authorized officer of the Registrar, but it shall not be necessary that the same officer sign the certifi- cate of authentication of all of the Series 1990 Bonds that may be issued hereunder at anyone time. SECTION 10. EXCHANGE OF SERIES 1990 BONDS. Any Series 1990 Bond, upon surrender thereof at the principal corporate trust office of the Registrar (or if the Clerk is the Registrar, at the office of the Clerk), together with an assignment duly executed by the Bondholder or his attorney or legal representative in such form as shall be satisfactory to the Registrar, may, at the option of the Bondholder, be exchanged for an aggregate principal amount of Series 1990 Bonds equal to the principal amount and of the same type of the Series 1990 Bond or Series 1990 Bonds so surrendered. The Registrar shall make provision for the exchange of Bonds at the principal corporate trust office of the Registrar (or if the Clerk is the Registrar, at the office of the Clerk). SECTION 11. NEGOTIABILITY, REGISTRATION AND TRANSFER OF SERIES 1990 BONDS. The Registrar shall keep books for the regis- tration of and for the registration of transfers of Series 1990 Bonds as provided in this Resolution. The transfer of any Series 1990 Bonds may be registered only upon such books and only upon surrender thereof to the Registrar together with an assignment duly executed by the Bondholder or his attorney or legal representative in such form as shall be satisfactory to the Registrar. Upon any such registration or transfer the Issuer shall execute and the Registrar shall authenticate and deli ver in exchange for such Series 1990 Bond, a new Series 1990 Bond or Series 1990 Bonds registered in the name of the transferee, of the same maturity and type and in an aggregate principal amount equal to the principal 15 . . amount of such Series 1990 Bond or Series 1990 Bonds so surrendered. In all cases in which Series 1990 Bonds shall be exchanged, the Issuer shall execute and the Registrar shall authenticate and deliver, at the earliest practicable time, a new Series 1990 Bond or Series 1990 Bonds of the same maturity and of the same type (i.e. Current Interest Bonds will be exchanged for Current Interest Bonds and Capital Appreciation Bonds will be exchanged for Capital Appreciation Bonds) in accordance with the provisions of this Resolution. All Bonds surrendered in any such exchange shall forthwith be canceled by the Registrar. The Issuer or the Regis- trar may make a charge for every such exchange of Series 1990 Bonds sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such exchange, but no other charge shall be made to any Bondholder for the privilege of exchanging Series 1990 Bonds under the provisions of this Resolu- tion. Neither the Issuer nor the Registrar shall be required to make any such exchange of Series 1990 Bonds after the Record Date. SECTION 12. OWNERSHIP OF SERIES 1990 BONDS. The person in whose name any Series 1990 Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal or redemption price of any such Series 1990 Bond, and the interest on any such Series 1990 Bond (or, in the case of the Capital Appreciation Bonds, Compounded Amounts with respect thereto), shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Series 1990 Bond including the premium, if any, and interest thereon to the extent of the sum or sums so paid. SECTION 13. SERIES 1990 BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case any Series 1990 Bond shall become mutilated, or be destroyed, stolen or lost, the Issuer may in its discretion cause to be executed, and the Registrar shall authenticate and deliver, a new Series 1990 Bond of like maturity, date and tenor as the Bond so mutilated, destroyed, stolen or lost (i.e., Current Interest Bonds shall be issued in exchange for Current Interest Bonds and Capital Appreciation Bonds shall be issued in exchange for Capital Appreciation Bonds) in exchange and substitution for such mutilated Series 1990 Bond upon surrender and cancellation of such mutilated Series 1990 Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, and upon the Holder furnishing the Issuer and the Registrar proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the Issuer and the Registrar may prescribe and paying such expenses as the Issuer and the Registrar may incur. All Series 1990 Bonds so surrendered shall be cancelled by the Registrar. If any of the Series 1990 Bonds shall have matured or be about to mature, instead of issuing a substitute 16 series 1990 Bond, the Paying Agent may pay the same, upon the Issuer and Registrar being indemnified as aforesaid, and if such Series 1990 Bond be lost, stolen or destroyed, without surrender thereof. . Any such duplicate Series 1990 Bonds issued pursuant to this section shall constitute original, additional contractual obliga- tions on the part of the Issuer whether or not the lost, stolen or destroyed Series 1990 Bonds be at any time found by anyone, and such duplicate Series 1990 Bonds shall be entitled to equal and proportionate benefits and rights as to lien on and source and security for payment from the Pledged Revenues, to the same extent as all other Series 1990 Bonds issued hereunder. SECTION 14. PROVISIONS FOR REDEMPTION. The Series 1990 Bonds shall be subject to redemption prior to their maturity at such times and in such manner as shall be fixed by resolution of the Issuer prior to or at the time of sale of the Series 1990 Bonds. Notice of such redemption shall, at least thirty (30) days prior to the redemption date, be filed with the Registrar, and mailed, first class mail, postage prepaid, to all Holders of Bonds to be redeemed at their addresses as they appear on the registra- tion books hereinbefore provided for, but failure to mail such notice to one or more Holders of Bonds shall not affect the validity of the proceedings for such redemption with respect to Holders of Bonds to which notice was duly mailed hereunder. Each such notice shall set forth the date fixed for redemption, the redemption price to be paid and, if less than all of the Series 1990 Bonds of one maturity are to be called, the distinctive numbers of such Series 1990 Bonds to be redeemed and in the case of Series 1990 Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. . In addition to the mailing of the notice described above, each notice of redemption shall (i) be sent at least 35 days before the redemption date and to the extent possible, at least two (2) days prior to the general date of mailing by registered or certified mail or overnight delivery service or telecopy to all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Series 1990 Bonds (such depositories now being The Depository Trust Company, New York, New York, Midwest Securities Trust Company, chicago, Illinois, and Philadelphia Depository Trust Company, Philadelphia, Pennsylvania), and to two or more national information services that disseminate notices of redemption of obligations such as the Series 1990 Bonds and (ii) be published one time in The Bond Buyer, New York, New York or, if such publication is impractical or unlikely to reach a substantial number of the holders of the Series 1990 Bonds to be redeemed, in some other financial newspaper or journal which regularly carries notices of redemption of other obligations similar to the Series 1990 Bonds, such publication to 17 . . be made at least 30 days prior to the date fixed for redemption; provided, however, that failure of such notice or payment to comply with the terms of this paragraph shall not in any manner defeat the effectiveness of a call for redemption if notice thereof is given as otherwise prescribed above in this section. Upon the payment of the redemption price of Series 1990 Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and maturity, the Series 1990 Bonds being redeemed with the proceeds of such check or other transfer. A second notice of redemption shall be mailed in the manner provided above to any Bondholder who has not tendered Series 1990 Bonds that have been called for redemption within sixty (60) days after the applicable redemption date. Upon surrender of any Series 1990 Bond for redemption in part only, the Registrar shall authenticate and deliver to the Bond- holder thereof, the cost of which shall be paid by the Issuer, a new Series 1990 Bond of the same maturity and type and of an autho- rized denomination equal to the unredeemed portion of the Series 1990 Bond surrendered. SECTION 15. FORM OF SERIES 1990 BONDS. The text of the Series 1990 Bonds shall be in substantially the following form, with such omissions, insertions and variations as may be necessary and desirable and authorized and permitted by this Resolution or by any subsequent resolution adopted by the Issuer prior to the issuance thereof: 18 . . [FORM OF CURRENT INTEREST BOND] No. R- $ UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF ORANGE CITY OF OCOEE TRANSPORTATION REFUNDING AND IMPROVEMENT REVENUE BONDS, SERIES 1990 MATURITY DATE: INTEREST RATE: DATED DATE: CUSIP Registered Owner: Principal Amount: The Bonds of this issue shall be subject to redemption prior to their maturity at the option of the City. 19 . . (Insert Optional or Mandatory Redemption provisions) Notice of such redemption shall be given in the manner required by the Resolution described below. This Bond is one of an authorized issue of Bonds in the aggre- gate principal amount of $ of like date, tenor and effect, except as to number, principal amount, maturity, redemption provisions and interest rate, issued to refund certain outstanding bonds and to finance the cost of acquisition of rights-of-way, design, construction, paving and improving certain streets and intersections within and without the city limits of the City and in full compliance with the Constitution and statutes of the state of Florida, including particularly the Charter of the City of Ocoee, Chapter 166, Part II, Florida statutes, and Resolution No. ____ duly adopted by the City on , , as amended and supplemented (hereinafter collectively called "Resolution"), and is subject to all the terms and conditions of such Resolution. This Bond and any Additional Parity Obligations issued under the Resolution are payable solely from and secured by a prior lien upon and pledge of the Pledged Revenues, as defined in the Reso- lution, in the manner provided in the Resolution. The Resolution also permits the issuance of Public Service Tax Obligations which shall have a lien on that portion of the Pledged Revenues consti- tuting the Public Service Taxes, on a parity with the Bonds. [The Series of Bonds of which this Bond is a part includes $ aggregate principal amount of Bonds as to which interest is payable semi-annually. Such Bonds are referred to herein and in the Resolution as "Current Interest Bonds." The Series of Bonds of which this Bond is a part also includes $ aggregate principal amount of Bonds as to which interest is payable only at maturity or upon redemption prior to maturity. Such Bonds are referred to herein and in the Resolution as "Capital Appreciation Bonds."] This Bond does not constitute a general indebtedness or general obligation of the City within the meaning of any constitu- tional, statutory or charter provision or limitation, and the City has not pledged its full faith and credit for the payment of the principal of, redemption premium, if any, and interest on this Bond or the making of any reserve or other payments provided for in the Resolution. It is expressly agreed by the Holder of this Bond that such Bondholder shall never have the right to require or compel the exercise of the ad valorem taxing power of the City or taxation of any real or personal property therein for the payment of the prin- cipal of, redemption premium, if any, and interest on this Bond or the making of any reserve or other payments provided for in the Resolution. 20 It is further agreed between the City and the Holder of this Bond that this Bond and the indebtedness evidenced hereby shall not constitute a lien upon any property of or in the City, other than the Pledged Revenues, but shall constitute a lien only on the Pledged Revenues all in the manner provided in the Resolution. . The city in the Resolution has covenanted with and for the benefit of the holders of the Bonds of this issue (i) that it will not repeal or adversely amend its Charter, ordinances, resolutions or interlocal agreements relating to the Pledged Revenues so as to impair the power and obligations of the City to collect said Pledged Revenues, and (ii) that the pledge and covenants in the Resolution constitute a contract between the City and the holders of the Bonds of this issue not subject to repeal, impairment or modification by the City, except as expressly authorized by the Resolution. The City has made certain other covenants for the benefit of the holders of the Bonds of this issue, for the terms of which reference is made to the Resolution. Notwithstanding the foregoing, the lien on and pledge of that portion of the Pledged Revenues consisting of the Public Service Taxes in favor of the holders of the Bonds may be released and extinguished upon the occurrence of certain events more fully described in the Resolution. It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed prece- dent 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 the Bonds of this issue does not violate any constitutional, statutory, or charter limitation or provision. 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. The transfer of this Bond is registrable by the Bondholder hereof in person or by his attorney or legal representative at the principal corporate trust office of the Registrar (or if the City Clerk is the Registrar, at the office of the City Clerk) but only in the manner and subj ect to the conditions provided in the Resolution and upon surrender and cancellation of this Bond. . This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Reso- lution until it shall have been authenticated by the execution by the Registrar of the certificate of authentication endorsed hereon. 21 . . IN WITNESS WHEREOF, the City of Ocoee, Florida, has issued this Bond and has caused the same to be signed by the Mayor and attested to by the City Clerk (the signatures of the Mayor and the City Clerk being authorized to be facsimile of such officers' signatures) and its seal or a facsimile thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon, all as of the ____ day of , ____. CITY OF OCOEE, FLORIDA (SEAL) (manual or facsimile) Mayor ATTESTED: (manual or facsimile) City Clerk CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds issued under the provisions of the within mentioned Resolution. Registrar, as Authenticating Agent Date of Authentication: By (manual signature) Authorized Officer 22 . . ASSIGNMENT AND TRANSFER For value received the undersigned hereby sells, assigns and transfers unto (Please insert Social Security or other identifying number of transferee) the attached Bond of the City of Ocoee, Florida, and does hereby constitute and appoint , attorney, to transfer the said Bond on the books kept for registration thereof, with full power of substitution in the premises. Date Signature Guaranteed by NOTICE: No transfer will be registered and no new Bonds will be issued in the name of the Transferee, unless the signature to this assignment corresponds wi th the name as it appears upon the face of the within Bond in every particular, without al ter- ation or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. [member firm of the New York Stock Exchange or a commercial bank or a trust company.] By: (manual siqnature) Title: [Bond Counsel Opinion] [END OF CURRENT INTEREST BOND FORM] 23 . . [FORM OF CAPITAL APPRECIATION BONDS] No. CABR- Amount: Bond Date: Maturity $ Principal Value at Issuance: $ per $5,000 Maturity Amount UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF ORANGE CITY OF OCOEE TRANSPORTATION REFUNDING AND IMPROVEMENT REVENUE BONDS, SERIES 1990 MATURITY DATE: ANNUAL YIELD TO MATURITY (APPROXIMATE) : CUSIP: DATE OF ORIGINAL ISSUE: Registered Owner: Maturity Amount: KNOW ALL MEN BY THESE PRESENTS that the City of Ocoee, Florida (hereinafter called "City"), for value received, hereby promises to pay to the order of the Registered Owner identified above, or registered assigns, as herein provided, solely from the special funds hereinafter mentioned, on the Maturity Date set forth above, the Maturity Amount set forth above or the Compounded Amounts (as reflected on the Schedule of Compounded Amounts set forth herein) if redeemed prior thereto as hereinafter provided, in any coin or currency of the United States of America which on such date is legal tender for the payment of public and private debts, upon the presentation and surrender hereof at the principal corporate trust office of Florida (the "paying Agent"). The Bonds of this issue shall be subject to redemption prior to their maturity at the option of the City. (Insert Optional or Mandatory Redemption Provisions) Notice of such redemption shall be gi ven in the manner required by the Resolution described below. 24 . This Bond is one of an authorized issue of Bonds in the aggre- gate principal amount of $ of like date, tenor and effect, except as to number, principal amount, maturity, redemption provisions and interest rate, issued to refund certain outstanding bonds and to finance the cost of acquisition of rights-of-way, design, construction, paving and improving certain streets and intersections within and without the city limits of the City and in full compliance with the Constitution and statutes of the state of Florida, including particularly the Charter of the City of Ocoee, Chapter 166, Part II, Florida statutes, and Resolution No. duly adopted by the City on " as amended and supplemented (hereinafter collectively called "Resolution"), and is subject to all the terms and conditions of such Resolution. This Bond and any Additional Parity Obligations issued under the Resolution are payable solely from and secured by a prior lien upon and pledge of the Pledged Revenues, as defined in the Reso- lution, in the manner provided in the Resolution. The Resolution also permits the issuance of Public Service Tax Obligations which shall have a lien on that portion of the Pledged Revenues consti- tuting the Public Service Taxes, on a parity with the Bonds. The Series of Bonds of which this Bond is a part includes $ aggregate principal amount of Bonds as to which interest is payable semi-annually. Such Bonds are referred to herein and in the Resolution as "Current Interest Bonds." The Series of Bonds of which this Bond is a part also includes $ aggregate principal amount of Bonds as to which interest is payable only at maturity or upon redemption prior to maturity. Such Bonds are referred to herein and in the Resolution as "Capital Appreciation Bonds." This Bond does not constitute a general indebtedness or general obligation of the City within the meaning of any constitu- tional, statutory or charter provision or limitation, and the city has not pledged its full faith and credit for the payment of the principal of, redemption premium, if any, and interest on this Bond or the making of any reserve or other payments provided for in the Resolution. It is expressly agreed by the Holder of this Bond that such Bondholder shall never have the right to require or compel the exercise of the ad valorem taxing power of the City or taxation of any real or personal property therein for the payment of the principal of, redemption premium, if any, and interest on this Bond or the making of any reserve or other payments provided for in the Resolution. . It is further agreed between the City and the Holder of this Bond that this Bond and the indebtedness evidenced hereby shall not constitute a lien upon any property of or in the City other than the Pledged Revenues, but shall constitute a lien only on the Pledged Revenues all in the manner provided in the Resolution. 25 . The City in the Resolution has covenanted with and for the benefit of the holders of the Bonds of this issue (i) that it will not repeal or adversely amend its Charter, ordinances, resolutions or inter local agreements relating to the Pledged Revenues so as to impair the power and obligations of the City to collect said Pledged Revenues, and (ii) that the pledge and covenants in the Resolution constitute a contract between the City and the holders of the Bonds of this issue not subject to repeal, impairment or modification by the City, except as expressly authorized by the Resolution. The city has made certain other covenants for the benefit of the holders of the Bonds of this issue, for the terms of which reference is made to the Resolution. Notwithstanding the foregoing, the lien on and pledge of that portion of the Pledged Revenues consisting of the Public Service Taxes in favor of the holders of the Bonds may be released and extinguished upon the occurrence of certain events more fully described in the Resolution. It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed prece- dent 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 the Bonds of this issue does not violate any constitutional, statutory, or charter limitation or provision. 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. The transfer of this Bond is registrable by the Bondholder hereof in person or by his attorney or legal representative at the principal corporate trust office of the Registrar (or if the City Clerk is the Registrar, at the office of the city Clerk) but only in the manner and subj ect to the condi tions proyided in the Resolution and upon surrender and cancellation of this Bond. This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Reso- lution until it shall have been authenticated by the execution by the Registrar of the certificate of authentication endorsed hereon. . 26 . . IN WITNESS WHEREOF, the City of Ocoee, Florida, has issued this Bond and has caused the same to be signed by the Mayor and attested to by the City Clerk (the signatures of the Mayor and the City Clerk being authorized to be facsimile of such officers' signatures) and its seal or a facsimile thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon, all as of the day of CITY OF OCOEE, FLORIDA (SEAL) (manual or facsimile) ATTESTED: Mayor (manual or facsimile) city Clerk CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds issued under the provisions of the within mentioned Resolution. Registrar, as Authenticating Agent Date of Authentication: By (manual siqnature) Authorized Officer 27 . . ASSIGNMENT AND TRANSFER For value received the undersigned hereby sells, assigns and transfers unto (Please insert Social Security or other identifying number of transferee) the attached Bond of the city of Ocoee, Florida, and does hereby constitute and appoint , attorney, to transfer the said Bond on the books kept for registration thereof, with full power of substitution in the premises. Date NOTICE: No transfer will be registered and no new Bonds will be issued in the name of the Transferee, unless the signature to this assignment corresponds wi th the name as it appears upon the face of the within Bond in every particular , without al ter- at ion or enlargement or any change whatever and the Social Security or Federal Employer Identif ication Number of the Transferee is supplied. Signature Guaranteed by [member firm of the New York Stock Exchange or a commercial bank or a trust company.] By: (manual siqnature) Title: [Bond Counsel Opinion] [Attach Schedule of Compounded Amounts] [END OF CAPITAL APPRECIATION BOND FORM] 28 SECTION 16. APPLICATION OF SERIES 1990 BOND PROCEEDS. The proceeds, including accrued interest and premium, if any, received from the sale of the Series 1990 Bonds shall be applied by the Issuer simultaneously with the delivery of the Series 1990 Bonds to the purchaser thereof, as follows: . A. The accrued interest, and at the option of the Issuer interest to accrue on the Series 1990 Bonds in such amount and for a period of time as shall be approved by subsequent resolution of the Issuer, on the Series 1990 Bonds shall be deposited in the Interest Account in the Debt Service Fund and shall be used only for the purpose of paying interest becoming due on the Series 1990 Bonds. B. Unless provided from other funds of the Issuer on the date of issuance of the Series 1990 Bonds, or unless provided for through the purchase of a guaranty or an insurance policy, an irrevocable letter of credit, a surety bond, or similar credit facility, or any combination thereof, the Issuer shall deposit to the special subaccount in the Reserve Account established for the benefit of the Series 1990 Bonds, a sum sufficient to equal the Reserve Requirement on the Series 1990 Bonds. C. To the extent not reimbursed therefor by the original purchaser of any series of the Series 1990 Bonds, the Issuer shall pay all costs and expenses incurred in connection with the issuance of the Series 1990 Bonds. D. A sum as specified by a supplemental resolution of the Issuer shall, together with other legally available funds of the Issuer, if any, as determined by subsequent resolution of the Issuer, be used to defease the Refunded Bonds by depositing such sums of money for investment in appropriate Acquired Obligations pursuant to the Escrow Deposit Agreement so as to produce suffi- cient funds to make all the payments described in such Escrow Deposit Agreement. At the time of execution of such Escrow Deposit Agreement, the Issuer shall furnish to the Escrow Agent named therein appropriate documentation to demonstrate that the sums being deposited and the investment to be made will be sufficient for such purposes. Simultaneously with the issuance of the Series 1990 Bonds, the Issuer shall enter into an Agreement substantially in the form attached hereto as Exhibit A with the Escrow Agent. Such escrowed funds shall be kept separate and apart from all other funds of the Issuer and the moneys on deposit under the Agreement shall be withdrawn, used and applied by the Issuer solely for the purposes set forth in the Agreement. . E. The balance of the Series 1990 Bond proceeds after provid- ing for the payments required by A, B, C and D above, shall be deposited to the "City of Ocoee Transportation Refunding and Improvement Revenue Bond Construction Fund" which fund is hereby created and established and which may be used for the purposes set 29 . . forth herein. Such Construction Fund shall constitute a trust fund and shall be used together with other legally available moneys by the Issuer solely (i) to pay the cost of the Series 1990 Project, including the reimbursement to the Issuer of moneys spent on the Series 1990 Project in anticipation of the sale of and the issuance of the Series 1990 Bonds and (ii) to make required deposits to the Debt Service Fund in the event sufficient funds are not on deposit therein on the required dates. The Issuer agrees and covenants to commence and proceed with reasonable diligence and in good faith to complete the construction of the Series 1990 Project. Upon the completion of the Series 1990 Project, excess moneys on deposit in the Construction Fund may be used by the Issuer for any lawful purpose and shall be free from the pledge thereof and the lien thereon in favor of the Holders of the Bonds; provided that in the event the Issuer purposes to use amounts on deposit in the Construction Fund for other than a transportation project, as defined in section 336.025(7), Florida Statutes, the Issuer shall have first received an opinion of Bond Counsel to the effect that such use will not in and by itself, cause the interest on the Series 1990 Bonds to be included in the gross income of the Holders of such Series 1990 Bonds for purposes of Federal income taxation. SECTION 17. SPECIAL OBLIGATIONS OF ISSUER. The Bonds shall not be or constitute general obligations or indebtedness of the Issuer as "bonds" within the meaning of the Constitution of Florida, but shall be payable solely from and secured by a first lien upon and a pledge of the Pledged Revenues as herein provided. No Holder or Holders of any Bonds issued hereunder 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 or personal property therein, or to compel the Issuer to pay such principal of, interest and redemption premium, if any, from any other funds of the Issuer except the Pledged Revenues. The payment of the principal of, redemption premium, if any, and interest on the Bonds shall be secured forthwith equally and ratably by, and the Issuer hereby grants to the Bondholders an irrevocable first lien on the Pledged Revenues, as defined herein, prior and superior to all other liens or encumbrances on such Pledged Revenues (except to the extent the Issuer has issued Public Service Tax Obligations which shall have a parity lien on the Public Service Taxes), and the Issuer does irrevocably pledge such Pledged Revenues to the payment of the principal of and interest and redemption premium, if any, on the Bonds, for the reserves therefor and for all other required payments under this Resolution. Notwithstanding the foregoing, amounts on deposit in each respec- tive subaccount in the Reserve Account shall only be applied for the payment of principal of, redemption premium, if any, or inter- est on the Outstanding series of Bonds for which such subaccount was established and for no other series of Bonds. 30 . The Holders of the Bonds shall have a prior lien upon the Pledged Revenues superior to any claims of any kind in tort, contract or otherwise, irrespective whether the parties possessing such claims have notice hereof, in accordance with the provisions hereof. The revenues and funds so pledged and hereafter received by the Issuer shall immediately be subject to the lien of such pledge without any physical delivery or further act. SECTION 18. COVENANTS OF THE ISSUER. For so long as any of the principal of and interest on any of the Bonds shall be Out- standing and unpaid or until the Issuer has made provision for payment of principal, interest and redemption premiums, if any, with respect to the Bonds, as provided for in this section 18 or as provided for in section 28 of this Resolution, the Issuer covenants with the holders of any and all Series 1990 Bonds as follows: A. REVENUE FUND. All Local Option Gas Taxes shall upon receipt thereof be deposited in the "City of Ocoee Transportation Refunding and Improvement Revenue Bond Revenue Fund" (hereinafter called the "Revenue Fund"), hereby created and established. All deposits into such Revenue Fund shall be deemed to be held in trust for the purposes herein provided and used only for the purposes and in the manner herein provided. The money remaining in the Revenue Fund, after making provision for the payments into the Debt Service Fund, and the various accounts therein, hereinafter created and established, so long as all amounts required to be on deposit in the Debt Service Fund shall be on deposit therein as of such date, shall be free from the lien and pledge thereon in favor of the Holders of the Bonds, and may be used by the Issuer for any lawful purpose. B. DISPOSITION OF REVENUES. All amounts at any time remain- ing on deposit in the Revenue Fund shall be disposed of on or before the fifteenth (15th) day of each month commencing in the month immediately following the delivery of the Series 1990 Bonds only in the following manner and in the following order of priority: . ( 1) From the moneys in the Revenue Fund, the Issuer shall first deposit into a separate fund designated "City of Ocoee Transportation Refunding and Improvement Revenue Bond Debt Service Fund" (hereinafter called the "Debt Service Fund"), and credit to the following accounts within the Debt Service Fund, each on a parity with each other (except as otherwise provided in subsection (d) below), the following identified sums: (a) Into the Interest Account hereby created: Any fees or charges of the Paying Agent or Registrar then due together with such sum as will be sufficient, together with 31 . the funds then on deposit therein, to pay one-sixth (1/6) of all interest becoming due on the Bonds on the next semi-annual interest payment date. The moneys in the Interest Account shall be withdrawn and deposited with the Paying Agent for the Bonds on or before each interest payment date in an amount sufficient to pay the interest due on such date and the fees and charges of the Paying Agent and Registrar then due. Such monthly payments shall be increased or decreased proportionately prior to the first interest payment date or dates, after making allowance for any deposits made into the Interest Account upon the issuance of each such series of Bonds and for any amount transferred from other accounts pursuant to the provisions of this Resolution. (b) Into the Principal Account hereby created: Beginning on the 15th day of the month which is twelve (12) months prior to first principal maturity date and monthly thereafter, such sum as will be sufficient, together with the funds then on deposit therein, to pay one-twelfth (1/12) of the principal (except the principal of which is required to be paid from the Redemption Account hereinafter created and established) and the Compounded Amounts on the Bonds maturing or scheduled to be called for redemption on the next principal maturity date. The moneys on deposit in the Principal Account shall be withdrawn and deposited with the Paying Agent for such Bonds on or before each principal maturity date in an amount sufficient to pay the principal maturing on such date. . (c) Into the Redemption Account hereby created: an amount sufficient to pay one-twelfth (1/ 12th) of any Amortization Installment established by any subsequent resolution of the Issuer. Provided, however, that monthly deposits shall not be required to be made to the extent that money on deposit in the Redemption Account is sufficient for such purpose. Any monthly payment to be deposited as set forth above, for the purpose of meeting Amortization Install- ments shall be adjusted, as appropriate, to reflect the frequency of dates established for Amortization Installments applicable to such Bonds. The moneys in the Redemption Account shall be used solely for the purchase or redemption of the Term Bonds payable therefrom. The Issuer may at any time purchase any of said Term Bonds at prices not greater than the then redemption price of said Term Bonds. If the Term Bonds are not then redeemable prior to maturity, the Issuer may purchase said Term Bonds at prices not greater than the redemption price of such Term Bonds on the next ensuing redemption date. If the Issuer shall purchase or call for redemption in any year Term Bonds, such Term Bonds so purchased or redeemed shall be credited in such manner and at such times as the Issuer shall determine. 32 . Deposits in the Interest Account, the Principal Account and the Redemption Account shall be increased or decreased on a pro rata basis to reflect the number of months existing between the issuance of each series of Bonds and the applicable principal, interest and redemption payment dates in order to ensure adequate funds are available in such funds on such dates for the purposes described herein. . (d) The Issuer will initially provide for the Reserve Requirement for the Series 1990 Bonds by the purchase of a surety bond from MBIA pursuant to the terms of a Finan- cial Guaranty Agreement between MBIA and the Issuer, the form of which shall be approved by subsequent resolution of the Issuer. The Issuer shall next deposit from moneys remaining in the Revenue Fund an amount, if any, required by each resolution authorizing the issuance of each series of Bonds into each subaccount within the Reserve Account. Any with- drawals from any subaccount in the Reserve Account shall be subsequently restored from the first moneys available in the Revenue Fund, on a pro rata basis as to all subaccounts in the Reserve Account, after all current applications and alloca- tions to the Debt Service Fund, including all deficiencies for prior payments have been made in full. Notwithstanding any provision of this Resolution to the contrary, in no event shall the Issuer be required to deposit cash or moneys into any subaccount in the Reserve Account in an amount greater than that amount necessary to ensure that the difference between the Reserve Requirement for the series of Bonds for which such subaccount was established and the amounts on deposit in such subaccount on the date of calculation shall be restored not later than sixty (60) months after the initial date of such deficiency (assuming equal monthly payments into such account for such sixty (60) month period). The Issuer may provide that the difference between the amounts on deposit in such subaccount and the Reserve Requirement for such series of Bonds shall be an amount covered by obtaining bond insur- ance issued by a reputable and recognized municipal bond insurer, by a surety bond, by a letter of creditor any combination thereof or by such other form of credit enhance- ment as shall be approved by subsequent resolution of the Issuer authorizing the series of Bonds for which such subaccount is established. In the event a subaccount in the Reserve Account is funded with a combination of credit enhancements, any drawings will be on a pro rata basis. Such resolution may also provide for the substitution or replace- ment of such credit enhancement or of amounts on deposit in such subaccount. Moneys or other security on deposit in each respective subaccount in the Reserve Account shall only be applied for payment of principal of, redemption premium, if any, or interest on the Outstanding series of Bonds for which such subaccount was established and for no other series of Bonds. Investments on deposit in each subaccount in the 33 . Reserve Account shall be valued as determined by the resolu- tion authorizing such series of Bonds for which such subac- count was established. Investments, if any, on deposit in the subaccount in the Reserve Account established for the Series 1990 Bonds shall be valued at cost. In the event of the refunding of any series of Bonds, the Issuer may withdraw from the subaccount within the Reserve Account for such series of Bonds, all or any portion of the amounts accumulated therein with respect to the Bonds being refunded and deposit such amounts as required by the resolution authorizing the refund- ing of such series of Bonds; provided that such withdrawal shall not be made unless (a) immediately thereafter the Bonds being refunded shall be deemed to have been paid pursuant to section 28, and (b) the amount remaining in such subaccount after giving effect to the issuance of such refunding obliga- tions and the disposition of the proceeds thereof shall not be less than the Reserve Requirement for any Bonds of that series then Outstanding. Cash, if any, on deposit in the subaccount in the Reserve Account established for the Series 1990 Bonds will be drawn down completely before any demand is made on the surety bond. In the event it is necessary to draw on the surety bond, the Paying Agent will deliver a demand for payment at least three days prior to the date on which funds are required. The Paying Agent will maintain accurate records, verified by MBIA as to the amount available to be drawn under the surety bond and as to the amounts paid and owing to MBIA under the terms of the Financial Guaranty Agreement. Any amounts owing to MBIA will be reimbursed before cash is replenished in the subaccount in the Reserve Account established for the Series 1990 Bonds. The Issuer agrees to payor to cause to be paid, solely from the Pledged Revenues (which pledge shall be junior, inferior and subordinate in all respects to the lien thereon in favor of the Holders of the Bonds and the holders of any Public Service Tax Obligations), all amounts, including interest due thereon, due MBIA under the terms of the Financial Guaranty Agreement. All such amounts due MBIA must be paid before this Resolution can be defeased pursuant to section 28 of this Resolution. There may be no optional redemption or refunding of Bonds or distribution of Pledged Revenues to the Issuer unless all amounts owed to MBIA under the terms of the Financial Guaranty Agreement have been paid. . (2) Upon the issuance of any Additional Parity Obliga- tions under the terms, limitations and conditions as are herein provided, the payments into the several accounts in the Debt Service Fund, excluding the Reserve Account which shall be increased as determined by the resolution of the Issuer authorizing such Additional Parity Obligations, shall be 34 increased in such amounts as shall be necessary to make the payment for the principal of, redemption premium, if any, and interest on for such Additional Parity Obligations on the same basis as hereinabove provided with respect to the Bonds issued under this Resolution. . (3) The Issuer shall not be required to make any further deposits into the Debt Service Fund in any month to the extent the monthly deposits into the Debt Service Fund, including the Reserve Account therein, required by this section 18(B) have been made by the Issuer and no def iciency exists in any account in the Debt Service Fund. (4) The balance of any moneys remaining in the Revenue Fund after the above required payments have been made shall be free from the lien and pledge thereon in favor of the Holders of the Bonds and may be used for any lawful purpose; provided, however, that none of said money shall be released from said lien and pledge, nor shall said money be used for any purposes other than those hereinabove specified unless all payments required to have been made by such time under this Resolution, including any deficiencies for prior payments, have been made in full and unless no Event of Default shall have occurred and be continuing. No further deposit shall be required to any of the accounts in the Debt Service Fund when sufficient moneys are on deposit in the accounts within the Debt Service Fund to pay the principal, interest, and redemption premium, if any, on all Bonds at maturity. (5) The Debt Service Fund (including the accounts and the subaccounts therein), the Revenue Fund, the Public Service Taxes Fund and any other special funds herein established and created shall be deemed to be held in trust for the purposes provided herein for such funds. The money in all such funds shall be continuously secured in the same manner as state and municipal deposits are authorized to be secured by the laws of the State of Florida. . Moneys on deposit in the Construction Fund, the Revenue Fund, the Public Service Taxes Fund and the Debt Service Fund, excluding the Reserve Account, may be invested and reinvested in Investment Securities which mature not later than the dates on which the moneys on deposit therein will be needed for the purpose of such fund. Moneys in each subaccount in the Reserve Account, if any, may be invested and reinvested in Investment Securities maturing not later than the latest maturity date of any Bond for which such subaccount was estab- lished. All income on such investments, except for income on investments in the Reserve Account and the Construction Fund, shall be deposited in the respective funds and accounts from 35 . which such investments were made and be used for the purposes thereof unless and until the amount required to be on deposit is on deposit therein, and thereafter shall be deposited in the Revenue Fund. Investment income on each subaccount in the Reserve Account shall be deposited and credited as determined by subsequent resolution of the Issuer adopted prior to the series of Bonds for which such subaccount is established. Investment income earned on the Construction Fund shall remain on deposit in the Construction Fund and shall be used solely for the purposes set forth in sections 4 and 16E of this Resolution. (6) In determining the amount of any of the payments required to be made pursuant to this section 18(B), credit shall be given for all investment income accruing to the respective funds and accounts described herein. (7) The moneys and Investment Securities required to be accounted for in each of the funds, accounts and subaccounts described in this section 18 may be deposited in a single bank account, provided that adequate accounting records are main- tained to reflect and control the restricted allocation of the cash on deposit therein for the various purposes of such funds and accounts as herein provided. The designation and estab- lishment of the various funds in and by this Resolution shall not be construed to require the establishment of any com- pletely independent, selfbalancing funds as such term is commonly def ined and used in governmental accounting, but rather is intended solely to constitute an earmarking of certain revenues and assets of the Issuer for certain purposes and to establish certain priorities for application of such revenues and assets as herein provided. (8) Notwithstanding anything to the contrary set forth herein, nothing in this Resolution shall be construed as preventing the Issuer from voluntarily depositing to the credit of any account in the Debt Service Fund moneys received from any legally available source other than the Pledged Revenues, but the Issuer shall have no obligation, directly or indirectly, to make deposits to the Debt Service Fund from any funds of the Issuer other than the Pledged Revenues. . C. ISSUANCE OF OTHER OBLIGATIONS. The Issuer shall issue no bonds or obligations of any kind or nature payable from or enjoying a lien on the Pledged Revenues if such obligations have priority over the Series 1990 Bonds with respect to payment or lien, nor shall the Issuer create or cause or permit to be created any debt, lien, pledge, assignment, encumbrance or other charge having priority to or being on a parity with the lien of the Series 1990 Bonds upon said Pledged Revenues; provided, however, the Issuer may issue Additional Parity Obligations under the conditions and in the manner provided in section 18D hereof and may issue Public Service 36 . Tax Obligations under the conditions and in the manner provided in Section 18E hereof. Any obligations of the Issuer, other than the Series 1990 Bonds, Additional Parity Obligations and Public Service Tax Obligations, which are payable from the Pledged Revenues shall contain an express statement that such obligations are junior and subordinate in all respect to the Bonds as to lien on and source and security for payment from such Pledged Revenues. D. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS. No Additional Parity obligations, payable on a parity from the Pledged Revenues with the Bonds herein authorized, shall be issued after the issuance of any Bonds herein authorized, except upon the conditions and in the manner hereinafter provided. (1) An independent certified public accountant shall certify or opine at the time of the issuance of the Additional Parity Obligations that no Event of Default, as defined in section 19, exists hereunder. (2) Such independent certified pUblic accountant shall certify or opine at the time of the issuance of the Additional Parity Obligations that the Local Option Gas Tax, together with the Public Service Taxes unless the lien thereon shall have been released pursuant to the terms of section 18K hereof (adjusted as provided below), received by the Issuer during (i) the Fiscal Year immediately preceding the Fiscal Year in which the Additional Parity obligations are proposed to be issued or (ii) two of the last three full Fiscal Years immediately preceding the Fiscal Year in which the Additional Parity Obligations are proposed to be issued shall have been equal to not less than 135% of the Maximum Bond Service Requirement on the outstanding Bonds and the proposed Addi- tional Parity Obligations during any Fiscal Year in which the Additional Parity Obligations to be issued will be outstand- ing. (3) The Local option Gas Taxes and, if applicable, the Public Service Taxes for such period may be adjusted to include the estimated Local Option Gas Taxes or Public Service Taxes, as applicable, as certified or opined to by an inde- pendent certified public accountant, that the Issuer would have received from areas that the Issuer has annexed prior to the issuance of the Additional Parity Obligations and not fully reflected in such period. . (4) The Local Option Gas Taxes and, if applicable, the Public Service Taxes, for such period may be adjusted to include the estimated Local Option Gas Taxes or Public Service Taxes, as applicable, as certified or opined to by an independent certified public accountant, that the Issuer would have received during such period due to increase in the rate or rates or a modification in the method of distribution of 37 such taxes effected during such period and not fully reflected in such period. . (5) The resolution authorizing the issuance of the Additional Parity Obligations shall recite that all of the covenants contained herein will be applicable to such Addi- tional Parity Obligations, except to the extent otherwise provided in this Resolution. No Additional Parity Obligations with interest payable at a variable rate may be issued without the consent of MBIA so long as the Municipal Bond Insurance Policy with respect to the Series 1990 Bonds shall be in effect and MBIA shall not be in default there- under. E. ISSUANCE OF PUBLIC SERVICE TAX OBLIGATIONS. The Issuer may issue Public Service Tax Obligations which shall be payable on a parity with all Public Service Taxes required to be deposited to the Debt Service Fund hereunder upon the conditions and in the manner herein provided: (1) There shall be obtained and filed with the Issuer an opinion or a certificate of an independent certified public accountant to the effect that the historical Local Option Gas Taxes and Public Service Taxes (adjusted as provided below) received by the Issuer during (i) the Fiscal Year immediately preceding the Fiscal Year in which the Public Service Tax obligations are proposed to be issued or (ii) two of the last three full Fiscal Years immediately preceding the Fiscal Year in which the Public Service Tax Obligations are proposed to be issued shall have been equal to not less than 135% of the Maximum Bond Service Requirement on all Outstanding Bonds. . (2) There shall be obtained and filed with the Issuer an opinion or a certificate of an independent certified public accountant to the effect that the portion of the historical Public Service Taxes (adjusted as provided below) received by the Issuer during (i) the Fiscal Year immediately preceding the Fiscal Year in which the Public Service Tax Obligations are proposed to be issued or (ii) two of the last three Fiscal Years immediately preceding the Fiscal Year in which the Public Service Tax Obligations are proposed to be issued and not required to be used to provide the coverage requirements set forth in (1) above shall have been equal to not less than 120% of the maximum annual debt service requirement on any outstanding Public Service Tax Obligations and the Public Service Tax Obligations with respect to which such certificate is made. (3) The Public Service Taxes for such period may be adjusted to include the estimated Public Service Taxes, as certified or opined to by an independent certified public 38 accountant, that the Issuer would have received from areas that the Issuer has annexed prior to the issuance of the Public Service Tax Obligations and not fully reflected in such period. . (4) The Public Service Taxes for such period may be adjusted to include the estimated Public Service Taxes, as certified or opined to by an independent certified public accountant, that the Issuer would have received during such period due to increase in the rate or rates of such taxes effected during such period and not fully reflected in such period. (5) An independent certified public accountant shall certify or opine at the time of issuance of the Public Service Tax Obligations that no Event of Default, as defined in Section 19, exists hereunder. Upon the release and extinguishment of the lien created hereunder on the Public Service Taxes, as more fully set forth in section 18K hereof, this section shall be of no further force and effect. No Public Service Tax obligations with interest payable at a variable rate may be issued without the consent of MBIA so long as the Municipal Bond Insurance Policy with respect to the Series 1990 Bonds shall be in effect and MBIA shall not be in default there- under. No Public Service Tax Obligations may be issued which include the power to accelerate the principal of and the redemption premiums, if any, on such Public Service Tax Obligations for so long as Bonds shall be outstanding under this Resolution. F. DISPOSITION OF PUBLIC SERVICE TAXES FUND. All Public Service Taxes shall upon receipt thereof be deposited in the City of Ocoee Transportation Refunding and Improvement Revenue Bond Public Service Taxes Fund which fund is hereby created and estab- lished. All deposits into such Public Service Taxes Fund shall be deemed to be held in trust for the purpose herein provided and used only for the purposes and in the manner herein provided. All Public Service Taxes at any time on deposit in the Public Service Taxes Fund shall be disposed of in the following manner in the following order of priority: . (1) In any month in which there shall not be sufficient revenues available for deposit in the Debt Service Fund from the Revenue Fund to make any deposits required under the Resolution, the Issuer shall transfer from the Public Service Taxes Fund the required amounts needed to make the above stated payments, including any deficiencies for prior pay- ments. Such payments shall be on a parity with any corres- 39 ponding or similar payments required to be made on Public service Tax Obligations. . (2) Thereafter, and after any depos its required by para- graph (1) above have been duly made, including any deficien- cies for prior payments, any moneys remaining in said Public Service Taxes Fund may be used by the Issuer for any lawful purpose and shall be free from the lien and pledge thereon in favor of the Holders of the Bonds. G. BOOKS AND RECORDS. The Issuer will keep books and records of the receipts of the Pledged Revenues which shall be separately identifiable from all other records and accounts of the Issuer, in which complete and correct entries shall be made of revenues col- lected and any holder of Bonds issued pursuant to this Resolution shall have the right at all reasonable times to inspect all records, accounts and data of the Issuer relating thereto. The Issuer shall, at least once a year, cause the books, records and accounts relating to the collection of the Pledged Revenues to be properly audited in accordance with generally accepted auditing standards applicable to public bodies such as the Issuer, by a firm of independent certified public accountants, and shall make available the report of the certified public accountants at all reasonable times to any holder or holders of the Bonds issued pursuant to this Resolution or anyone acting for and on behalf of such Bondholder or Bondholders and shall mail a copy of such report to the original purchaser of the Bonds. Such audit may be incorporated into and made a part of the annual audit of the Issuer required by Florida law. H. LEVY OF PLEDGED REVENUES. The Issuer will not repeal or adversely amend its Charter, ordinances, resolutions or interlocal agreements relating to the Pledged Revenues so as to impair the power and obligations of the Issuer to collect such Pledged Revenues. I. PLEDGED REVENUES NOT SUBJECT TO REPEAL. The Issuer has full power to irrevocably pledge such Pledged Revenues to the payment of the principal of, redemption premium, if any, and interest on the Bonds, and the pledging of such Pledged Revenues in the manner provided herein and the covenants contained herein consti tute a contract between the City and the Bondholders not subject to repeal, impairment or modification by any subsequent ordinance, resolution or other proceedings of the Issuer except to the extent expressly authorized by this Resolution. . J. ENFORCEMENT OF COLLECTIONS. The Issuer will diligently enforce and collect the Pledged Revenues herein pledged; will take steps, actions and proceedings for the enforcement and collection of such Pledged Revenues as shall become delinquent to the full extent permitted or authorized by law; and will maintain accurate 40 . . records with respect thereof. All such Pledged Revenues herein pledged shall, as collected, be held in trust to be applied as herein provided and not otherwise. K. RELEASE OF PUBLIC SERVICE TAXES. Notwi thstanding any provision of this Resolution to the contrary, the lien of and pledge of the Public Service Taxes in favor of the Holders of the Bonds shall be released and extinguished upon receipt by the Issuer of a certificate or an opinion of an independent certified public accountant which certifies or opines, as applicable, that the Local option Gas Tax received by the Issuer during each of the two preceding complete Fiscal Years shall have been equal to not less than 135% of the Maximum Bond Service Requirement on the Outstand- ing Bonds as of the date of such certificate or opinion. The Issuer will provide written notification of such release to the Bond Insurer. No release shall become effective if the Issuer shall owe moneys to MBIA under the terms of the Financial Guaranty Agreement referred to in section 18B(1) (d) hereof. SECTION 19. 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, 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 bank- ruptcy, or adjudication of the Issuer as a bankrupt, or assignment by the Issuer for the benefit of its creditors, or appointment of a receiver 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 perfor- mance 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. 41 . . SECTION 20. 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 jurisdic- tion, protect and enforce any and all rights under the laws of the State of Florida, 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 with authority to represent such Bondholders in any legal proceed- ings for the enforcement and protection of the rights of such Bond- holders 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. No more than one trustee may at anyone time be appointed to represent such Bondholders; however, the Holders of a majority in aggregate principal amount of all the Bonds then Outstanding may remove the trustee then serving and appoint a successor and subsequent successors at any time. SECTION 21. DIRECTIONS TO TRUSTEE AS TO REMEDIAL PRO- CEEDINGS. The Holders of a majority in principal amount of the Bonds then Outstanding have the right, by an instrument or con- current 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 22. 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. Notwithstanding the foregoing or any provision of this Resolu- tion to the contrary, the remedies granted to the Holders of the 42 Bonds or any trustee acting on behalf of such Holders shall not include the power to accelerate the principal of and the redemption premiums, if any, on the Bonds. . SECTION 23. 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 this Resolution to the Bondholders may be exercised from time to time, and as often as may be deemed expedient. SECTION 24. APPLICATION 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 Revenues 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 (B) To the payment of the interest and principal or redemption price, if applicable, then due on the Bonds, as follows: (1) 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 install- ment, 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 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 43 THIRD: to the payment of the redemption price of any Bonds called for optional redemption pursuant to the provi- sions of this Resolution. . Notwithstanding the foregoing or any provision of this Resolu- tion to the contrary, amounts on deposit in each subaccount in the Reserve Account shall be applied solely for the payment of princi- pal of, redemption premium, if any, and interest on the series of Bonds for which such subaccount was established and for no other purpose, including the payment of principal of, redemption premium, if any, and interest on other series of Bonds. SECTION 25. MODIFICATION OR AMENDMENT. Except as provided in section 26 hereof, no material modification or amendment of this Resolution or of any resolution amendatory hereof or supplemental hereto may be made without the consent in writing of the holders of fifty-one percent (51%) or more in the principal amount and Compounded Amounts of the Bonds then outstanding. For purposes of the immediately preceding sentence, to the extent any Bonds are insured by a policy of municipal bond insurance or similar credit facility and such Bonds are then rated in as high a rating category as the rating category in which such Bonds were rated at the time of initial issuance and deliver thereof by either Standard & Poor's Corporation or Moody's Investor Service, Inc., or successors and assigns, then the consent of the issuer of such municipal bond insurance policy or the issuer of such similar credit facility shall be deemed to constitute the consent of the Holder of such Bonds, as applicable. Notwithstanding any provision of this section to the contrary, no modification or amendment shall permit a change in the maturity of the Bonds or a reduction in the rate of interest thereon or in the amount of the principal obligation thereof or affecting the promise of the Issuer to pay the principal of and interest on the Bonds as the same shall become due from the Pledged Revenues or reduce the percentage of the Holders of the Bonds required to consent to any material modification or amendment hereof without the consent of the Holder or Holders of all the Bonds then outstanding. No such modif ication or amendment pursuant to this section 25 shall be made without the consent of the Bond Insurer provided however, the consent of such Bond Insurer shall not be required if such Bond Insurer shall then be in default under its policy of municipal bond insurance. Copies of any such amendment consented to by MBIA shall be sent to S&P. . SECTION 26. MODIFICATION OR AMENDMENTS WITHOUT CONSENT. The Issuer, from time to time and at any time and without the consent of concurrence of any Holder of any Bonds, may adopt a resolution amendatory hereof or supplemental hereto, if the provisions of such supplemental resolution shall not adversely affect the rights of the Holders of the Bonds then Outstanding, for anyone or more of the fOllowing purposes: 44 . A. To make any changes or corrections in this Resolution as to which the Issuer shall have been advised by counsel are required for the purpose of curing or correcting any ambiguity or defective or inconsistent provisions or omission or mistake or manifest error contained in this Resolution, or to insert in this Resolution such provisions clarifying matters or questions arising under this Reso- lution as are necessary or desirable; B. To add additional covenants and agreements of the Issuer for the purpose of further securing the payments of the Bonds; C. To surrender any right, power or privilege reserved to or conferred upon the Issuer by the terms of this Resolution; D. To confirm as further assurance any lien, pledge or charge, or the subjection to any lien, pledge or charge, created or to be created by the provisions of this Resolution; E. To grant to or confer upon the Holders any additional right, remedies, powers, authority or security that lawfully may be granted to or conferred upon them; F. To authorize the issuance of Additional Bonds; G. To assure compliance with Federal "arbitrage" provisions in effect from time to time; and H. To maintain the exclusion of interest from gross income of the Holders of the Bonds, other than Bonds, the interest on which is taxable for purposes of Federal income taxation. The Issuer shall not adopt any supplemental resolution autho- rized by the foregoing provisions of this section unless in the opinion of Bond Counsel the adoption of such supplemental resolu- tion is permitted by the foregoing provisions of this section. The Issuer shall, at its option, be entitled to rely conclusively upon an opinion of Bond Counsel with respect to whether the adoption of any supplemental resolution is permitted pursuant to this Section. . SECTION 27. HOLDERS NOT AFFECTED BY USE OF PROCEEDS. The Holders of the Bonds shall have no responsibility for the use of the proceeds thereof, and the use of such proceeds by the Issuer shall in no way affect the rights of such Holders. The Issuer shall be irrevocably obligated to continue to levy and collect the Pledged Revenues as provided herein and to pay the principal of and interest on the Bonds and to make all reserve and other payments provided for herein from the Pledged Revenues notwithstanding any failure of the Issuer to use and apply such proceeds in the manner provided herein. 45 . . SECTION 28. DEFEASANCE. If, at any time, the Issuer shall have paid, or shall have made provision for payment of, the prin- cipal, interest and redemption premiums, if any, with respect to the Bonds, then, and in that event, the pledge of and lien on the Pledged Revenues, in favor of the holders of the Bonds shall be no longer in effect. For purposes of the preceding sentence, deposit of sufficient cash and/or principal of Acquired Obligations in an irrevocable trust with a banking institution or trust company, for the sole benefit of the Bondholders, which together with income on such Acquired Obligations will be sufficient to make timely payment of the principal, interest, and redemption premiums, if any, on the Outstanding Bonds as they come due, whether at maturity or the date fixed for redemption, shall be considered "provision for payment." 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. Notwithstanding the foregoing, all references to the discharge and satisfaction of Bonds shall include the discharge and satisfac- tion of any issue or series of Bonds, any portion of an issue or series of Bonds, any maturity or maturities of an issue or series of Bonds, any portion of a maturity of an issue or series of Bonds or any combination of the foregoing. SECTION 29. TAX COVENANT. No use will be made of the pro- ceeds of the Series 1990 Bonds which, if such use were reasonably expected on the date of issuance of the Series 1990 Bonds, would cause the same to be "arbitrage bonds" within the meaning of the Internal Revenue Code of 1986, as amended. The Issuer at all times while the Series 1990 Bonds and the interest thereon are outstand- ing will comply with the requirements of the Internal Revenue Code of 1986, as amended, and any valid and applicable rules and regula- tions promulgated thereunder necessary to maintain the exclusion of the interest on the Series 1990 Bonds from federal gross income including the creation of any rebate funds or other funds and/or accounts required in that regard. The Issuer shall at all times do and perform all acts and things permitted by law and this Resolution which are necessary or desirable in order to assure that interest paid on the Series 1990 Bonds will be excluded from gross income for federal income tax purposes and shall take no action that would result in such inter- est not being excluded from gross income for federal income tax purposes. In order to insure compliance with the rebate provisions of section 148{f) of the Code with respect to the Series 1990 Bonds the Issuer hereby creates the Rebate Fund to be held by the Trustee. The Rebate Fund need not be maintained if the Issuer shall have received an opinion of Bond Counsel to the effect that 46 . failure to create the Rebate Fund shall not adversely affect the exclusion of interest on such Series 1990 Bonds from gross income for purposes of Federal income taxation. Moneys in the Rebate Fund shall not be considered Pledged Revenues and shall not be pledged in any manner for the benefit of the holders of the Series 1990 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 united States Treasury Regulations and as set forth in instructions of Bond Counsel delivered to the Issuer upon issuance of the Series 1990 Bonds. Notwithstanding any provision of this Resolution to the contrary, to the extent the Issuer is required to make deposits to the Rebate Fund, such amounts may be taken from any fund or account created hereunder. SECTION 30. SEVERABILITY OF INVALID PROVISIONS. If anyone or more of the covenants, agreements or provisions herein contained 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, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereof or of the Bonds issued hereunder. SECTION 31. CAPITAL APPRECIATION BONDS. For the purposes of (i) receiving payment of the redemption price of a Capital Appre- ciation Bond if redeemed prior to maturity, (ii) computing Bond Service Requirement, and (iii) computing the amount of Holders required for any notice, consent, request or demand hereunder for any purpose whatsoever, the principal amount of a Capital Appre- ciation Bond shall be deemed to be its Compounded Amounts as of the date on which the payment is due, or the computation is made. SECTION 32. NOTICES TO MBIA. For so long as the Series 1990 Bonds are outstanding, MBIA will be furnished a copy of all sig- nificant notices with respect to this Resolution or the Bonds as follows: Municipal Bond Investors Assurance Corporation 113 King Street Armonk, New York 10504 Attention: Surveillance Department . SECTION 33. INCONSISTENT RESOLUTIONS. All prior resolutions of the Issuer inconsistent with the provisions of this Resolution are hereby modified, supplemented and amended to conform with the provisions herein contained. 47 . . SECTION 34. EFFECTIVE DATE. The prov1s1ons of this Reso- lution shall take effect immediately upon its passing. PASSED AND ADOPTED by the City Commission of the City of Ocoee, Florida, on this ~/:;Lday of ltut.,tI~r, 1990. ATTEST: APPROVED: FLORIDA ayor (SEAL) FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, APPROVED AS TO FORM AND LEGALITY, this 2. 7 day of A\)(....Ll<.:..T ,19clo APPROVED BY THE OCOEE CITY COMMISSION A A MEETING HELD ON ~, 19~ UNDER AGE DA ITEM NO. 11/ (II FOLEY & LARDNER, VAN DEN BERG, GAY, BURKE, WILSON & ARKIN J2bl'Y ~ By: "-, '" '(~ " "'--.0 city Attorney" 48 ESCROW DEPOSIT AGREEMENT THIS ESCROW DEPOSIT AGREEMENT, dated as of and between the CITY OF OCOEE, FLORIDA (the , 1990, by "Issuer"), and . , , , Florida, a national banking association organized under the laws of the united States of America, as Escrow Holder and its successors and assigns (the "Escrow Holder"); WIT N E SSE T H: WHEREAS, the Issuer has previously authorized and issued obli- gations, hereinafter defined as "Refunded Bonds", as to which the Total Debt Service (as hereinafter defined) is set forth on Schedule A; and WHEREAS, the Issuer has determined to provide for payment of the Total Debt Service of the Refunded Bonds by depositing with the Escrow Holder an amount which together with investment earnings thereon is at least equal to such Total Debt Service; and WHEREAS, in order to obtain the funds needed for such purpose, the Issuer has authorized and is, concurrently with the delivery of this Agreement, issuing the Series 1990 Bonds, as defined herein; and WHEREAS, the execution of this Escrow Deposit Agreement and full performance of the provisions hereof shall defease and dis- charge the Issuer from the aforestated obligations; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Issuer and the Escrow Holder agree as follows: SECTION 1. Definitions. As used herein, the following terms mean: (a) "Agreement" means this Escrow Deposit Agreement. (b) "Annual Debt Service" means the interest and principal on the Refunded Bonds coming due in such year as shown on Schedule A attached hereto and made a part hereof. (c) "Bonds" means the Series 1990 Bonds. . (d) entitled pursuant held for Refunded "Escrow Account" means the account hereby created and Escrow Account established and held by the Escrow Holder to this Agreement, in which cash and investments will be payment of the principal of and accrued interest on the Bonds as they become due and payable. EXHIBIT "A" (e) "Escrow Holder" means , , having its primary corporate trust office in , Florida, and its successors and assigns. . (f) "Escrow Requirement" means, as of any date of calcula- tion, the sum of an amount in cash and principal amount of Federal Securities in the Escrow Account which together with the interest to become due on the Federal Securities will be sufficient to pay the Total Debt Service on the Refunded Bonds in accordance with Schedule A and to pay all Expenses then unpaid. (g) "Expenses" means the expenses set forth on Schedule B attached hereto and hereby made a part hereof. (h) "Federal Securities" means any bonds or other obligations which as to principal and interest constitute direct obligations of, or are unconditionally guaranteed by, the united States of America, none of which permit redemption at the option of the united States of America prior to the dates on which such Federal Securities shall be applied pursuant to this Agreement. (i) "Issuer" means the City of Ocoee, Florida, and its suc- cessors and assigns. (j) "Refunded Bonds" means the remaining bonds outstanding of the $2,145,000 City of Ocoee, Florida, Public Improvement Reve- nue Bonds, Series 1987, dated November 1, 1987. (k) "Resolution" means the resolution adopted by the govern- ing body of the Issuer on , 1990, as amended and supple- mented from time to time, authorizing issuance of the Bonds. (I) "series 1990 Bonds" means the $ City of Ocoee, Florida, Transportation Refunding and Improvement Revenue Bonds, Series 1990, initially issued under the Resolution. (m) "Total Debt Service" means the sum of the principal and interest remaining unpaid with respect to the Refunded Bonds in accordance with Schedule A attached hereto. . SECTION 2. Deposit of Funds. The Issuer hereby deposits $ with the Escrow Holder for deposit into the Escrow Account in immediately available funds, which funds the Escrow Holder acknowledges receipt of, to be held in irrevocable escrow by the Escrow Holder separate and apart from other funds of the Escrow Holder and applied solely as provided in this Agreement. The Issuer represents that such funds are derived from the net proceeds of the Bonds and other lawfully available funds of the Issuer and are at least equal to the Escrow Requirement as of the date of such deposit. 2 SECTION 3. Use and Investment of Funds. The Escrow Holder acknowledges receipt of the sum described in section 2 and agrees: . (a) to hold the funds and investments purchased pursuant to (b) below in irrevocable escrow during the term of this Agreement for the sole benefit of the Holders of the Refunded Bonds; (b) to immediately invest $ of such funds in the Federal Securities set forth on Schedule C attached hereto and to hold such funds in accordance with the terms of this Agreement; and (c) to deposit in the Escrow Account, as received, all receipts of maturing principal of the Federal Securities and all receipts of interest on the Federal Securities in the Escrow Account and to apply such principal and interest only in the manner described in section 4 below. SECTION 4. Payment of Bonds and Expenses. (a) Refunded Bonds. On the dates and in the amounts set forth on Schedule A, the Escrow Holder shall transfer to the Paying Agent for the Refunded Bonds, in immediately available funds, a sum sufficient to pay that portion of the Annual Debt Service for the Refunded Bonds coming due on such dates, as shown on Schedule A. (b) Expenses. On each of the due dates as shown on Schedule B, the Escrow Holder shall pay the portion of the Expenses coming due on such date to the appropriate payee or payees designated on Schedule B or designated by separate certificate of the Issuer. (c) Surplus. After making the payments from the Escrow Account described in Subsections 4{a) and (b) above, the Escrow Holder shall retain in the Escrow Account any remaining cash in the Escrow Account in excess of the Escrow Requirement until the ter- mination of this Agreement, and shall then pay any remaining funds to the Issuer for deposit to the Revenue Fund created in the Resolution. (d) Priority of Payments. The holders of the Refunded Bonds shall have an express first lien on the funds and Federal Securi- ties in the Escrow Account until such funds and Federal Securities are used and applied as provided in this Agreement. If the cash on hand in the Escrow Account is ever insufficient to make the pay- ments required under Subsections 4{a) and (b), all of the payments required under Subsections 4{a) shall be made when due before any payments shall be made under Subsection 4{b). . SECTION 5. Reinvestment. (a) Except as provided in section 3 and in this Section, the Escrow Holder shall have no power or duty to invest any funds held under this Agreement or to sell, transfer or otherwise dispose of or make substitutions of the Federal Securities held hereunder. 3 . . (b) At the written request of the Issuer and upon compliance with the conditions hereinafter stated, the Escrow Holder shall sell, transfer or otherwise dispose of any of the Federal Securi- ties acquired hereunder and shall substitute other Federal Securi- ties. The Issuer will not request the Escrow Holder to exercise any of the powers described in the preceding sentence in any manner which, if such exercise had been reasonably expected on the date of issuance of the Bonds, would have caused them to be "arbitrage bonds" within the meaning of section 103 (c) of the Internal Revenue Code of 1986, as amended, or any successor provision thereto and the rulings and interpretations thereof, and the regulations there- under in effect on the date of such request and applicable to obli- gations issued on the issue date of the Bonds. The transactions may be effected only if (i) an independent certified public accoun- tant selected by the Issuer shall certify or opine in writing to the Issuer and the Escrow Holder that the cash and principal amount of Federal Securities remaining on hand after the transactions are completed will be not less than the Escrow Requirement, and (ii) the Escrow Holder shall receive an opinion from a nationally recog- nized bond counsel acceptable to the Issuer to the effect that (a) such substitution is permitted by the terms of this Agreement and (b) the transactions, if they had been reasonably expected on the issue date of the Series 1990 Bonds would not have caused such Bonds to be "arbitrage bonds" within the meaning of section 148 of the Internal Revenue Code of 1986, as amended, or any successor provision thereto and the rulings and interpretations thereof, and the regulations thereunder in effect on the date of the transac- tions and applicable to obligations issued on such date. SECTION 6. No Redemption or Acceleration of Maturity. The Issuer will not accelerate the maturity of, or exercise any option to redeem before maturity any Refunded Bonds. SECTION 7. Indemnity. To the extent permitted by law, the Issuer hereby assumes liability for, and hereby agrees to indem- nify, protect, save and keep harmless the Escrow Holder and its respecti ve successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disburse- ments (including reasonable legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against at any time, the Escrow Holder (whether or not also indemnified against the same by the Issuer or any other person under any other agreement or instrument) and in any way relating to or arising out of the execution and delivery of this Agreement, the establishment of the Escrow Account established hereunder, the acceptance of the funds and securities deposited therein, the pur- chase of the Federal Securities, the retention of the Federal Securities or the proceeds thereof and any payment, transfer or other application of funds or securities by the Escrow Holder in accordance with the provisions of this Agreement; provided, how- ever, that the Issuer shall not be required to indemnify the Escrow 4 . . Holder against its own negligence or willful misconduct. In no event shall the Issuer be liable to any person by reason of the transactions contemplated hereby other than to the Escrow Holder as set forth in this section. The indemnities contained in this section shall survive the termination of this Agreement. SECTION 8. Responsibili ties of Escrow Holder. The Escrow Holder and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and deliv- ery of this Agreement, the establishment of the Escrow Account, the acceptance of the funds deposited therein, the purchase of the Federal Securities, the retention of the Federal Securities or the proceeds thereof or for any payment, transfer or other application of moneys or securities by the Escrow Holder in accordance with the provisions of this Agreement or by reason of any non-negligent or non-willful act, omission or error of the Escrow Holder made in good faith in the conduct of its duties. The Escrow Holder shall, however, be responsible for its negligent or willful failure to comply with its duties required hereunder, and its negligent or willful acts, omissions or errors hereunder. The duties and obli- gations of the Escrow Holder may be determined by the express pro- visions of this Agreement. The Escrow Holder may consult with counsel, who mayor may not be counsel to the Issuer, and in reli- ance upon the opinion of such counsel shall have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Holder shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the Issuer. SECTION 9. Resiqnation of Escrow Holder. The Escrow Holder may resign and thereby become discharged from the duties and obli- gations hereby created, by notice in writing given to the Issuer, Moody's Investors Service, Standard & Poor's Corporation, and the Paying Agent for the Refunded Bonds not less than sixty (60) days before such resignation shall take effect. Such resignation shall not take effect until the appointment of a new Escrow Holder hereunder. SECTION 10. Removal of Escrow Holder. (a) The Escrow Holder may be removed at any time by an instrument or concurrent instruments in writing, executed by the holders of not less than fifty-one percentum (51%) in aggregate principal amount of the Refunded Bonds then outstanding, such instruments to be filed with the Issuer, and notice in writing given by such holders to the original purchaser or purchasers of the Bonds and published by the Issuer once in a newspaper of general circulation in the territorial limits of the Issuer, and 5 . . in a daily newspaper or financial journal of general circulation in the City of New York, New York, not less than sixty (60) days before such removal is to take effect as stated in said instrument or instruments. A photographic copy of any instrument filed with the Issuer under the provisions of this paragraph shall be delivered by the Issuer to the Escrow Holder. (b) The Escrow Holder may also be removed at any time for any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provisions of this Agreement with respect to the duties and obligations of the Escrow Holder by any court of competent jurisdiction upon the application of the Issuer or the holders of not less than five per- centum (5%) in aggregate principal amount of the Bonds then out- standing, or the holders of not less than five percentum (5%) in aggregate principal amount of the Refunded Bonds then outstanding. (c) The Escrow Holder may not be removed until a successor Escrow Holder has been appointed in the manner set forth herein. SECTION 11. Successor Escrow Holder. (a) If at any time hereafter the Escrow Holder shall resign, be removed, be dissolved or otherwise become incapable of acting, or shall be taken over by any governmental official, agency, department or board, the position of Escrow Holder shall thereupon become vacant. If the position of Escrow Holder shall become vacant for any of the foregoing reasons or for any other reason, the Issuer shall appoint an Escrow Holder to fill such vacancy. The Issuer shall either (i) publish notice of any such appointment made by it once in each week for four (4) successive weeks in a newspaper of general circulation published in the territorial limits of the Issuer and in a daily newspaper or financial journal of general circulation in the City of New York, New York, or (ii) mail a notice of any such appointment made by it to the Holders of the Refunded Bonds within thirty (30) days after such appointment. (b) At any time within one year after such vacancy shall have occurred, the holders of a majority in principal amount of the Bonds then outstanding or a majority in principal amount of the Refunded Bonds then outstanding, by an instrument or concurrent instruments in writing, executed by either group of such bond- holders and filed with the governing body of the Issuer, may appoint a successor Escrow Holder, which shall supersede any Escrow Holder theretofore appointed by the Issuer. Photographic copies of each such instrument shall be delivered promptly by the Issuer, to the predecessor Escrow Holder and to the Escrow Holder so appointed by the bondholders. In the case of conflicting appoint- ments made by the bondholders under this paragraph, the first effective appointment made during the one year period shall govern. 6 . . . (c) If no appointment of a successor Escrow Holder shall be made pursuant to the foregoing provisions of this Section, the holder of any Refunded Bonds then outstanding, or any retiring Escrow Holder may apply to any court of competent jurisdiction to appoint a successor Escrow Holder. Such court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Escrow Holder. SECTION 12. Payment to Escrow Holder. The Escrow Holder hereby acknowledges that it has agreed to accept compensation under the Agreement in the sum of $ , which the Issuer agrees to pay on the date of delivery of the Bonds for services to be per- formed by the Escrow Holder pursuant to this Agreement, plus out- of-pocket expenses to be reimbursed at cost. The Issuer hereby agrees to provide for the payment, from legally available sources, the compensation due and owing Barnett Banks Trust Company, N.A., Jacksonville, Florida, or its successors and assigns, as paying agent for the Refunded Bonds. The Escrow Holder shall have no responsibility for paying or providing for such payment under this Section. SECTION 13. Term. This Agreement shall commence upon its execution and delivery and shall terminate when the Refunded Bonds have been paid and discharged in accordance with the proceedings authorizing the Refunded Bonds. SECTION 14. Severability. If anyone or more of the cove- nants or agreements provided in this Agreement on the part of the Issuer or the Escrow Holder to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreements herein contained shall be null and void and shall in no way affect the validity of the remaining provisions of this Agreement. SECTION 15. Amendments to this Aqreement. This Agreement is made for the benefit of the Issuer and the holders from time to time of the Refunded Bonds and the Bonds and it shall not be repealed, revoked, altered or amended in whole or in part without the written consent of all affected holders, the Escrow Holder and the Issuer; provided, however, that the Issuer and the Escrow Holder may, without the consent of, or notice to, such holders, enter into such agreements supplemental to this Agreement as shall not adversely affect the rights of such holders and as shall not be inconsistent with the terms and provisions of this Agreement, for anyone or more of the following purposes: . (a) to cure any ambiguity or formal defect or omission in this Agreement; (b) to grant to, or confer upon, the Escrow Holder, for the benefit of the holders of the Bonds and the Refunded Bonds any 7 . . additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such holders or the Escrow Holder; and (c) to subject to this Agreement additional funds, securities or properties. The Escrow Holder shall, at its option, be entitled to rely conclusively upon an opinion of nationally recognized attorneys on the subj ect of municipal bonds acceptable to the Issuer with respect to compliance with this Section, including the extent, if any, to which any change, modification, addition or elimination affects the rights of the holders of the Refunded Bonds or that any instrument executed hereunder complies with the conditions and provisions of this section. SECTION 16. Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but on and the same instrument. SECTION 17. Governing Law. This Agreement shall be construed under the laws of the State of Florida. 8 . . IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers and their corporate seals to be hereunto affixed and attested as of the date first above written. (SEAL) ATTEST: City Clerk (SEAL) ATTEST: Title: FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, APPROVED AS TO FORM AND LEGALITY, this day of , 19 FOLEY & LARDNER, VAN DEN BERG, GAY, BURKE, WILSON & ARKIN By: City Attorney CITY OF OCOEE, FLORIDA By Mayor or Vice Mayor By Title: APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON , 19 UNDER AGENDA ITEM NO. 9 . . DATE DUE SCHEDULE A SCHEDULE OF DEBT SERVICE FOR $ CITY OF OCOEE, FLORIDA PUBLIC IMPROVEMENT REVENUE BONDS SERIES 1987 PRINCIPAL $ INTEREST $ TOTAL DEBT SERVICE $ SCHEDULE B EXPENSES TO BE PAID BY ESCROW HOLDER . None . . . Purchase Principal Price Amount SCHEDULE C SCHEDULE OF FEDERAL SECURITIES Issue Maturity Date Date First Interest Date Interest Type of Rate Fed.Sec.