HomeMy WebLinkAboutResolution 87-10
RESOLUTION NO. 87-10
A RESOLUTION OF THE CITY OF OCOEE, FLORIDA
AUTHORIZING THE PAVING AND IMPROVEMENT OF
CERTAIN STREETS WITHIN THE CITY LIMITS OF THE
CITY OF OCOEE, FLORIDA; AUTHORIZING THE
ISSUANCE OF NOT EXCEEDING $2,500,000 PUBLIC
IMPROVEMENT REVENUE BONDS, SERIES 1987, TO
FINANCE A PORTION OF THE COST OF SUCH PROJECT;
PLEDGING REVENUES DERIVED FROM THE FRANCHISE
FEES AND LOCAL OPTION GAS TAX FOR THE PAYMENT
OF SAID BONDS; PROVIDING FOR THE RELEASE AND
EXTINGUISHMENT OF THE LIEN ON SUCH FRANCHISE
FEES; MAKING CERTAIN COVENANTS AND AGREEMENTS
IN CONNECTION THEREWITH; AND PROVIDING AN
EFFECTIVE DATE.
BE IT RESOLVED BY THE PEOPLE OF THE CITY OF OCOEE, FLORIDA:
SECTION 1. AUTHORITY FOR THIS RESOLUTION. Th is Resolution
is adopted pursuant to the provisions of the Constitution of the
State of FI or ida; Chapter 69-1359, Laws of FI or ida, 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 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, if and to the extent the same are at the time
legal for investment of funds of the Issuer under the laws of the
State of Florida.
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 1987 Bonds,
(ii) shall be payable from the proceeds of the Pledged Revenues on
a parity with the Series 1987 Bonds, and (iii) rank equally in all
other respects with the Series 1987 Bonds.
D. "Amortization Installment" with respect to any Term Bonds
of a series, shall mean an amount so designated for mandatory
principal installments or mandatory Compounded Amounts payments
D. "Amortization Installment" with respect to any Term Bonds
of a series, shall mean an amount so designated for mandatory
principal 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 resolu-
tion authorizing Additional Parity Obligations.
E. "Average Annual Bond Se rv ice Requirement" shall mean, as
of each date on which a ser ies of Bonds is issued, the total
amount of Bond Service Requirement which is to become due on all
Bonds deemed to be Outstanding immediately after the issuance of
such series of Bonds divided by the total number of years for
which Bonds are deemed to be Outstanding, except that with respect
to any Bonds for which Amortization Installments have been estab-
lished, the amount of principal coming due on the final maturity
date with respect to such Bonds shall be reduced by the aggregate
principal amount of such Bonds that are to be redeemed from Amor-
tization Installments to be made in prior Bond Years.
F. "Bond Counsel" shall mean a firm of nationally recognized
attorneys at law experienced in the issuance of bonds or other
debt obligations by governmental units such as the Issuer.
G. "Bond Insuror" shall mean, with respect to the Series
1987 Bonds, Municipal Bond Investors Assurance Corporation or its
successors.
H. "Bond Service Requirement" shall mean for a given Bond
Year the remainder after subtracting any accrued and funded inter-
est 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 Bond Year;
(2) The amount required to pay the pr incipal or Com-
pounded Amount of Serial Bonds in that Bond Year, and the princi-
pal or Compounded Amount of Term Bonds maturing in that Bond Year
that are not included in the Amortization Installments for such
Te rm Bonds; and
(3) The Amortization Installments for all ser ies of
Term Bonds for that Bond Year.
I. "Bonds" shall mean the Public Improvement Revenue Bonds,
Series 1987, herein authorized to be issued and Additional Parity
Obligations issued hereafter.
"J. "Bond Year" shall mean the period commencing on October 2
of each year and ending on the next succeeding October 1.
K. "Capital Appreciation Bonds" shall mean the aggregate
principal amount of the Bonds that bear interest payable solely at
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matur ity or upon redemption pr ior to matur ity 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.
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 Public
Improvement Revenue Bond Construction Fund created and established
pursuant to Section 16(D) hereof.
O. "Current Interest Bonds" shall mean the aggregate pr in-
cipal amount of the Bonds that bear interest payable semiannually
on such dates as shall be determined by subsequent resolution of
the Issuer. The Current Interest Bonds include aggregate princi-
pal amount of Serial Current Interest Bonds and such aggregate
principal amount of Term Current Interest Bonds, as shall be
determined by subsequent resolution of the Issuer.
P. "Debt Service Fund" shall mean the City of Ocoee Public
Improvement Revenue Bond Debt Service Fund created and established
pursuant to Section 18(B) hereof.
Q. "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.
R. "Franchise Fees" shall mean any and all moneys received
by the Issuer from:
(a) Florida Power Corporation, its legal representa-
tives, successors or assigns under the franchise granted pursuant
to Ordinance No. 511, duly enacted by the Issuer on May 5, 1970,
and any and all moneys received by the Issuer from Florida Power
Corporation, its legal representatives, successors or assigns,
under any extension or renewal of said franchise or from any new
franchise granting the right to supply electricity to the Issuer
or its inhabitants;
(b) Group W Cable, Inc., its legal representatives,
successors or assigns under the franchise granted pursuant to
Ordinance No. 786 duly enacted on July 3, 1984, and any and all
moneys received by the Issuer from Group W Cable, Inc., its legal
representatives, successors or assigns, under any extension or
renewal of said franchise or from any new franchise granting the
right to supply a broadband communications system to the Issuer or
its inhabitants; and
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(c) Florida Telephone Corporation (now united Tele-
phone), its legal representatives, successors or assigns under the
franchise granted pursuant to a License Agreement entered into as
of July 6, 1972, between the Issuer and Florida Telephone Corpora-
tion (now United Telephone) and all moneys received by the Issuer
from Florida Telephone Corporat ion (now Uni ted Telephone), its
legal representatives, successors or assigns, under any extension
or renewal of said franch i se or from any new franch i se grant ing
the right to supply telephone service to the Issuer or its inhabi-
tants.
S. "Holder of Bonds" or "Bondholders" or any similar term
shall mean any person who shall be the regi stered owner of any
outstanding Bond.
T. "Investment Secur it ies" shall mean any investment autho-
rized pursuant to the laws of the State of Florida and as shall be
determined by subsequent resol ut ion of the Issuer adopted at or
prior to the sale of the Series 1987 Bonds and as shall be ap-
proved by Municipal Bond Investor Assurance Corporation ("MBIA").
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 autho-
rized 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 of such Bonds that are
to be redeemed from Amortization Installments, in each case to be
made in prior Bond Years.
x. "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:
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(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 redemp-
tion shall have been given according to the requirements of this
Resolution or irrevocable instructions directing the timely publi-
cation 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
(3) Bonds which are deemed paid pursuant to this Reso-
I ution or in I ieu of which other Bonds have been issued under
Sections 11 and 13 hereof.
Y. "Paying Agent" shall mean any authorized depository
designated by the Is suer to serve as a Paying Agent or as the
place of payment for the Series 1987 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 Series 1987
Bonds to the owners thereof, from funds made available 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.
Z. "Pledged
Option Gas Tax,
Franchise Fees.
Revenues"
and until
shall mean collectively the Local
released as provided herein, the
AA. "Project" shall mean the paving and improvement of
certain streets within the corporate limits of the Issuer and as
more fully described in certain plans on file or to be filed with
the Clerk.
BB. "Rebate Fund" shall mean the Rebate Fund created pursuant
to Section 24 of this Resolution.
CC. "Record Date" shall have the same meaning as set forth in
Section 11 of this Resolution.
DO. "Redemption Account" shall mean the special account of
the same name created within the Debt Service Fund.
EE. "Reqistrar" 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 Is suer. Nothing in this
Resolution shall be deemed to prohibit the Issuer from serving as
Registrar hereunder.
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FF. "Reserve Account" shall mean the special account of the
same name created within the Debt Service Fund.
GG. "Reserve Requirement" shall mean the lesser of (i) the
Maximum Bond Service Requirement on the Bonds, or (ii) such lesser
amount as in the opinion of Bond Counsel shall be necessary to
maintain the exclusion from gross income for federal income taxes
of interest on the Bonds.
HH. "Resolution" shall mean this Resolution, as the same may
be amended or supplemented from time to time.
II. "Revenue Fund" shall mean the City
Improvement Revenue Bond Revenue Fund created
pursuant to Section 18(A) hereof.
of
and
Ocoee Public
established
~J. "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 resolu-
tion of the Issuer.
KK. "Series 1987 Bonds" shall mean the Bonds initially issued
under this Resolution.
LL. "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 resolu-
tion of the Issuer.
SECTION 3. FINDINGS.
and declared that:
It is hereby ascertained, determined
A. In order to preserve and protect the public health, safe-
ty and welfare of the inhabitants of the Issuer, it is necessary
and desirable to construct the Project.
B. The revenues derived from the Franchise Fees and Local
Option Gas Tax are not now pledged or encumbered in any manner.
C. The pr incipal of and interest and redemption premium on
the Series 1987 Bonds and all reserve and other payments shall be
payable solely from the Pledged Revenues as herein provided. The
Issuer shall never be required to levy ad valorem taxes on any
real or personal property therein to pay the principal of, redemp-
tion premium, if any, and interest on the Series 1987 Bonds herein
authorized or to make any other payments provided for herein. The
Series 1987 Bonds shall not constitute a lien upon any properties
owned by or located within the boundaries of the Issuer.
D. The est.imated Pledged Revenues will be sufficient to pay
all principal of and interest and redemption premium on the Series
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1987 Bonds to be issued hereunder, as the same become due, and to
make all other deposits or other payments required by this
Resolution.
E. The proceeds of the Series 1987 Bonds may only be used
for "transportation expenditures" within the meaning of Section
336.025(7), Florida Statutes.
SECTION 4. AUTHORIZATION OF CONSTRUCTION OF PROJECT. There
is hereby authorized the construction of the 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 currently on file with the Clerk. The cost
of such Project in addition to the items set forth in such plans
and specifications, 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 convenient therefor;
engineering, legal and financing expenses, expenses for estimates
of costs; expenses for plans, specifications and surveys; the fees
of fiscal agents, financial advisors or consultants; operating
costs incurred during the construction; municipal bond insurance
or other credit enhancement; administrative expenses relating
solely to the construction of the Project; the capitalization of
interest for a reasonable period after the issuance of the Series
1987 Bonds; the creation and establishment of reasonable reserves
for debt service; the discount on the sale of the Series 1987
Bonds, if applicable; repayment of interim advances and indebted-
ness including repayments to the other funds of the Issuer for
moneys spent on the Project in anticipation of the sale of the
Series 1987 Bonds; and such other costs and expenses as may be
necessary or incidental to the financing herein authorized and the
construction of the Project and the placing of same in operation.
Provided, however, the Issuer reserves the right, if it be
found at the time of construction of the Project that the amounts
allocated for a portion thereof are inadequate therefor, to allo-
cate additional amounts from other portions of said Project and,
if it be found at the time of construction of the 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 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 Project descr ibed above, to make such necessary
changes or deletions in such Project as the Issuer deems necessary
so long as all said funds are used for the purposes prov ided by
law and this Resolution, and, to the extent used for construction
according to such plans and specifications to be on file with the
Issuer prior to disbursement of such funds. Notwithstanding the
foregoing, the proceeds of the Series 1987 Bonds may only be used
for projects which constitute "transportation expenditures" within
the meaning of Section 336.025(7), Florida Statutes.
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SECTION 5. THIS RESOLUTION TO CONSTITUTE CONTRACT. In con-
sideration of the acceptance of the Series 1987 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 consti-
tute a contract between the Issuer and such Holders. The cove-
nants 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 Series 1987 Bonds, all of
which shall be of equal rank and without preference, priority or
distinction of any of the Series 1987 Bonds over any other
thereof, except as expressly provided therein and herein.
SECTION 6. AUTHORIZATION OF SERIES 1987 BONDS. Subject and
pursuant to the provisions hereof, obligations of the Issuer to be
known as "Public Improvement Revenue Bonds, Be r ies 1987," are
authorized to be issued in the aggregate principal amount of not
exceeding $2,500,000.
SECTION 7. DESCRIPTION OF SERIES 1987 BONDS. The Series
1987 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
Cur rent 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 1987 Bonds; shall bear interest at
such rate or rates not exceeding the maximum rate allowed by
Florida law, the actual rate or rates to be determined by the
governing body of the Issuer pr ior to or upon the sale of the
Series 1987 Bonds; such interest to be payable semi-anually at
such times as are fixed by resolution of the Issuer if Current
Interest Bonds and to be payable at maturity if Capital Apprecia-
tion 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 1987 Bonds; and may be Serial
and/or Term Bonds.
Each 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; provid-
ed, however, that if at the time of authentication payment of any
interest which is due and payable has not been made, such Current
Interest Bond shall bear interest from the date to which interest
shall have been paid.
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The Capital Appreciation Bonds shall bear interest only c.t
maturity or upon redemption prior to maturity in the amount deter-
mined by reference to the Compounded Amount.
The principal of and the interest and redemption premium, if
any, on the Se ries 1987 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 pr ivate debts. The interest on the Cur rent Interest Bonds
shall be payable by the Paying Agent on each interest payment date
to the person appearing on the registration books of the Issuer
hereinafter provided for as the reg istered Holder thereof, by
check or draft mailed to such registered Holder at his address as
it appears on such reg istration books. Payment of the pr incipal
of all Current Interest Bonds and the Compounded Amount with
respect to the Capital Appreciation Bonds shall be made upon the
presentation and surrender of such Bonds as the same shall become
due and payable.
SECTION 8. EXECUTION OF SERIES 1987 BONDS. The Series 1987
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 1987 Bond shall cease to be
such officer before the delivery of such Series 1987 Bond, such
signature or such facsimile shall nevertheless be valid and suffi-
cient for all purposes the same as if he has remained in office
until such delivery. Any Series 1987 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 1987 Bond, shall be the
proper officers to sign such Series 1987 Bond although at the date
of such Series 1987 Bond such persons may not have been such
officers.
SECTION 9. AUTHENTICATION OF SERIES 1987 BONDS. Only such
of the Series 1987 Bonds as shall have been endorsed thereon a
certificate of authentication substantially in the form herein-
below set forth, duly executed by the Registrar, as authenticating
agent, shall be ent i tIed to any benef it or secur i ty under this
Resolution. No Series 1987 Bond shall be valid or obligatory for
any purpose unless and until such cert if icate of authentication
shall have been duly executed by the Registrar, and such certifi-
cate of the Reg istrar upon any such Se r ies 1987 Bond shall be
conclusive evidence that such Se r ies 1987 Bond has been duly
authenticated and delivered uncler this Resolution. The :Regis-
trar's certificate of authentication on any Series 1987 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
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same officer sign the certificate of authentication of all of the
Series 1987 Bonds that may be issued hereunder at anyone time.
SECTION 10. FXCHANGF. OF SERIES 1987 BONDS. Any Series 1987
Bond, upon surrender thereof at the principal corporate trust
office of 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, may, at the option
of the Bondholder, be exchanged for an aggregate principal amount
of Series 1987 Bonds equal to the principal amount of the Series
1987 Bond or Series 19A7 Bonds so surrendered.
The Registrar shall make provision for the exchange of Bonds
at the principal corporate trust office of the Registrar.
SECTION 11. NEGOTIABILITY, REGISTRATION AND TRANSFER OF
SERIES 1987 BONDS. The Registrar shall keep books for the regis-
tration of and for the registration of transfers of Series 1987
Bonds as provided in this Resolution. The transfer of any Series
1987 Bonds may be reg istered 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 represen-
tative in such form as shall be satisfactory to the Registrar.
Upon any such reg istration or transfer the Issuer shall execute
and the Registrar shall authenticate and deliver in exchange for
such Series 1987 Bond, a new Series 1987 Bond or Series 1987 Bonds
reg istered in the name of the transferee, and in an aggregate
principal amount equal to the principal amount of such Series 1987
Bond or Series 1987 Bonds so surrendered.
In all cases in which Series 1987 Bonds shall be exchanged,
the Issuer shall execute and the Registrar shall authenticate and
deliver, at the earliest practicable time, a new Series 1987 Bond
or Series 1987 Bonds of the same type (i.e. Current Interest Bonds
will be exchanged for Current Interest Bonds and Capital Apprecia-
t ion Bonds will be exchanged for Capital Appreciation Bonds) in
accordance with the prov is ions of this Fe sol ution. All Bonds
surrendered in any such exchange or registration of transfer shall
forthwith be canceled by the Registrar. The Issuer or the Regis-
trar may make a charge for every such exchange or registration of
transfer of Series 1987 Bonds sufficient to reimburse it for any
tax or other governmental charge required to be paid with respect
to such exchange or registration of transfer, but no other charge
shall be made to any Bondholder for the privilege of exchanging or
registering the transfer of Series 1987 Bonds under the provisions
of this Resolution. Neither the Issuer nor the Registrar shall be
required to make any such exchange or registration of transfer of
Series 1987 Bonds during the fifteen (15) days immediately preced-
ing any interest payment date (the "Record Date").
SECTION 12. OWNERSHIP OF SERIES 1987 BONDS. The person in
whose name any Se r ies 1987 Bond shall be reg istered as of any
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appl icable Record Date shall be deemed and regarded as the abso-
lute owner thereof for all purposes, and payment of or on account
of the principal or redemption price of any such Series 1987 Bond,
and the interest on any such Series 1987 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 regis-
tered owner thereto or his legal representative. All such pay-
ments shall be valid and effectual to satisfy and discharge the
liability upon such Series 1987 Bond including the premium, if
any, and interest thereon to the extent of the sum or sums so
paid.
SECTION 13. SERIES 1987 BONDS MUTILATED, DESTROYED, STOLEN
OR LOST. In case any Series 1987 Bond shall become mutilated, or
be destroyed, stolen or lost, the Issuer may in its discretion
cause to be executed, and the Reg istrar shall authenticate and
deliver, a new Series 1987 Bond of like 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 mutil-
ated Series 1987 Bond upon surrender and cancellation of such
mutilated Series 1987 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 satis-
factory indemnity and complying with such other reasonable regula-
tions and conditions as the Issuer and the Registrar may prescribe
and paying such expenses as the Is suer and the Reg istrar may
incur. All Series 1987 Bonds so surrendered shall be cancelled by
the Registrar. If any of the Series 1987 Bonds shall have matured
or be about to mature, instead of issuing a substitute Series 1987
Bond, the Paying Agent may pay the same, upon the Issuer and
Registrar being indemnified as aforesaid, and if such Series 1987
Bond be lost, stolen or destroyed, without surrender thereof.
Any such duplicate Series 1987 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 1987 Bonds be at any time found by anyone, and
such duplicate Series 1987 Bonds shall be entitled to equal and
proportionate benefits and rights as to lien on and source and
secur i ty for payment from the funds, as hereinafter pledged, to
the same extent as all other Series 1987 Bonds issued hereunder.
SECTION 14. PROVISIONS FOR REDEMPTION. The Se r ies 1987
Bonds shall be subject to redemption prior to their maturity, at
the option of the Issuer, 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 1987 Bonds.
Notice of such redemption shall, at least thirty (30) days
prior to the redemption date, be filed with the Registrar; and
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mailed, first class mail, postage prepaid, to all Holders of Bonds
to be redeemed at their addresses as they appear on the registra-
t ion books hereinbefore prov ided for, but failure to mail such
notice to one or more Holders of Bonds shall not affect the valid-
ity 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 redemp-
tion price to be paid and, if less than all of the Series 1987
Bonds of one maturity are to be called, the distinctive numbers of
such Series 1987 Bonds to be redeemed and in the case of Series
1987 Bonds to be redeemed in part only, the portion of the princi-
pal amount thereof to be redeemed.
Upon surrender of any Series 1987 Bond for redemption in part
only, the Reg istrar shall authenticate and deliver to the Bond-
holder thereof, the cost of which shall be paid by the Issuer, a
new Series 1987 Bond of an authorized denomination equal to the
unredeemed portion of the Series 1987 Bond surrendered.
SECTION 14A . Notwithstanding any other prov is ions of this
section, the Issuer may, at its option, prior to the date of issu-
ance of the Series 1987 Bonds, elect to use an immobilization
system or pure book-entry system with respect to issuance of such
Series 1987 Bonds, provided adequate records will be kept with
respect to the ownership of such Series 1987 Bonds issued in book-
entry form or the beneficial ownership of Series 1987 Bonds issued
in the name of a nominee. As long as any Se r ies 1987 Bonds are
outstanding in book-entry form the provisions of Sections 8, 9, 10
and 13 of this Resolution shall not be applicable to such Series
1987 Bonds. The details of any alternative system of issuance, as
described in this paragraph, shall be set forth in a resolution of
the Issuer duly adopted at or prior to the sale of such Series of
Series 1987 Bonds.
SECTION 15. FORM OF SERIES 1987 BONDS. The text of the
Series 1987 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 prior to the issuance there-
of:
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[FORM OF CURRENT INTEREST BOND]
No. R- $
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF ORANGE
CITY OF OCOEE
PUBLIC IMPROVEMENT REVENUE BOND.S, SERIES 1987
MATURITY DATE:
INTEREST RATE:
DATED DATE:
CUSIP
Registered Owner:
Principal 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, on the Maturity
Date set forth above, upon the presentation and surrender hereof
at the principal corporate trust office of
, Florida (the "Paying
Agent"), from the special funds hereinafter mentioned, the
Pr incipal l\..mount set forth above in any coin or cur rency of the
United States of America which on the date of payment thereof is
legal tender for the payment of public and private debts, and to
pay, solely from said sources, to the Registered Owner hereof by
check mailed to the Registered Owner at his address as it appears
on the Bond registration books of the City maintained by
(the "Reg istrar"), at the Interest Rate per
annum set forth above, interest on said Pr incipal Amount on each
1 and 1 commencing , 19 from the
interest payment date next preceding the date of registration and
authentication of this Bond, unless this Bond is reg istered and
authenticated as of an interest payment date, in which case it
shall bear interest from said interest. payment date, or unless
this Bond is registered and authenticated prior to , 19 ,
in which event such Bond shall bear interest from , 19--;
provided, however, that if at the time of authentication interest
is in default, this Bond shall bear interest from the date to
which interest shall have been paid.
The Bonos 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 given in the manner
required by the Resolution described below.
13
This Bond is one of an authorized issue of Bonds in the ag-
gregate principal amount of $ of like date, tenor and
effect, except as to number, principal amount, maturity, redemp-
tion provisions and interest rate, issued to finance the cost of
paving and improving certain streets within the city limits of the
City and in full compliance with the Constitution and Statutes of
the State of Florida, including particularly Chapter 69-1359, Laws
of Florida, 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 Resolu-
tion.
This Bond is payable solely from and secured by a prior lien
upon and pledge of the Pledged Revenues, as defined in the Resolu-
tion, in the manner provided in the Resolution.
[The Series of Bonds of which this Bond is a part includes
$ aggregate principal amount of Bonds as to which in-
terest is payable semiannually. 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
matur ity or upon redemption pr ior to matur ity. Such Bonds are
referred to herein and in the Resolution as "Capital Appreciation
Bonds. " ]
This Bond does not constitute a general indebtedness of the
City within the meaning of any constitutional, statutory or char-
ter provision or limitation, and 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 Ci ty or taxat ion of any real or personal property
therein for the payment of the principal of 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 Bo nd and the indebtedness ev idenced hereby shall
not constitute a lien upon any property of or in the City, 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 Code, documents or other actions
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 con-
tract between the City and the holders of the Bonds of this issue
not subject to repeal, impairment or modification by the City or
the Legislature of the State of Florida. The City has made cer-
tain 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.
14
Notwithstanding the foregoing, the lien on and pledge of the
Franchise Fees 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
v iolate 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 reg istrable by the Bondholder
hereof in person or by his attorney or legal representative at the
principal corporate trust office of the Registrar but only in the
manner and subject 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 here-
on.
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
Approved as to Form
and Correctness:
(manual or facsimile)
City Attorney
15
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
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
[member firm of the New York
Stock Exchange or a commercial
bank or a trust company.]
By: (manual signature)
NOTICE: No transfer will be
Title: registered and no new Bonds
will be issued in the name of
the Transferee, unless the
signature to this assignment
corresponds with the name as it
appears upon the face of the
within Bond in every particu-
lar, without alteration or en-
largement or any change what-
ever and the Social Security or
Federal Employer Identification
Number of the Transferee is
supplied.
[Bond Counsel Opinion]
[END OF CURRENT INTEREST BOND FORM]
16
[FORM OF CAPTIAL APPRECIATION BONDS]
No. CABR-
Bond Date:
Matur i ty Amount:
$
Principal Value
at Issuance:
$ per
$5,000 Maturity
Amount
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF ORANGE
CITY OF OCOEE
PUBLIC IMPROVEMENT REVENUE BONDS, SERIES 1987
MATURITY DATE:
INTEREST RATE:
DATED DATE:
CUSIP
Registered Owner:
Principal 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, on the Maturity
Date set forth above, upon the presentation and surrender hereof
at the principal corporate trust office of
, Florida (the "Paying
Agent"), from the special funds hereinafter mentioned, the Princi-
pal Amount set forth above in any coin or currency of the United
States of America which on the date of payment thereof is legal
tender for the payment of public and private debts, and to pay,
solely from said sources, to the Registered Owner hereof by check
mailed to the Registered Owner at his address as it appears on the
Bond registration books of the City maintained by
(the "Registrar"), at the Interest Rate per annum set
forth above, interest on said Principal Amount on each 1
and 1 commencing , 19 from the interest payment
date next preceding the date of registration and authentication of
this Bond, unless this Bond is registered and authenticated as of
an interest payment date, in which case it shall bear interest
from said interest payment date, or unless this Bond is registered
and authenticated pr ior to , 19 , in which event such
Bond shall bear interest from , 19- ; provided, however,
that if at the time of authentication interest is in default, this
Bond shall bear interest from the date to which interest shall
have been paid.
17
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 given in the manner
required by the Resolution described below.
Th is Bona is one of an author ized issue of Bonds in the
aggregate principal amount of $ of like date, tenor and
effect, except as to number, principal amount, maturity, redemp-
tion provisions and interest rate, issued to finance the cost of
paving and improving certain streets within the city limits of the
City and in full compliance with the Constitution and Statutes of
the State of Florida, including particularly Chapter 69-1359, Laws
of Florida, 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 is payable solely from and secured by a prior lien
upon and pledge of the Pledged Revenues, as defined in the Resolu-
tion, in the manner provided in the Resolution.
[The Series of Bonds of which this Bond is a part includes
$ aggregate principal amount of Bonds as to which in-
terest is payable semi-annually. Such Bonds are referred to here-
in and in the Resolution as "Current Interest Bonds." The Series
of Bonds of which this Bond is a part also includes $
aggregate pr incipal amount of Bonds as to which interest is pay-
able 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 of the
City within the meaning of any constitutional, statutory or
charter provision or limitation, and it is expressly agreed by the
Holder of this Bond that such Bondholder shall never have the
right to require or compel the exercise of the ad valorem taxing
power of the Ci ty or taxation of any real or personal property
therein for the payment of the principal of 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 ev idenced hereby shall
not constitute a lien upon any property of or in the City, 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 Code, documents or other actions
relating to the Pledged Revenues so as to impair the power and
18
obligations of the City to collect said Pledged Revenues, and (ii)
that the pledge and covenants in the Resolution constitute a con-
tract between the City and the holders of the Bonds of this issue
not subject to repeal, impairment or modification by the City or
the Legislature of the State of Florida. The City has made cer-
tain 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 the
Franchise Fees 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
v iolate any constitutional, statutory, or charter I imitation 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 reg istrable by the Bondholder
hereof in person or by his attorney or legal representative at the
principal corporate trust office of the Registrar but only in the
manner and subject 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 here-
on.
IN WITNESS WHEREOF, the City of Ocoee, Flor ida, 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 author ized to be facsimile of such off icers'
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)
ATTESTED:
(manual or facsimile)
Mayor
(manual or facsimile)
City Clerk
Approved as to Form and Correctness
(manual or facsimile)
c h:y /it torney
19
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
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
[member firm of the New York
Stock Exchange or a commercial
bank or a trust company.]
By: (manual signature)
NOTICE: No transfer will be
Title: registered and no new Bonds
will be issued in the name of
the Transferee, unless the sig-
nature to this assignment cor-
responds with the name as it
appears upon the face of the
within Bond in every particu-
lar, without alteration or
enlargement or any change what-
ever and the Social Security or
Federal Employer Identification
Number of the Transferee is
supplied.
[Bond Counsel Opinion]
[Attach Schedule of Compounded Amounts]
[END OF CAPITAL APPRECIATION BOND FORM]
20
SECTION 16. APPLICATION OF BOND PROCEEDS. The proceeds,
including accrued interest and premium, if any, received from the
sale of the Series 1987 Bonds shall be applied by the Issuer
simultaneously with the delivery of the Series 1987 Bonds to the
purchaser thereof, as follows:
A. The accrued interest, and at the option of the Is suer
interest to accrue on the Series 1987 Bonds in such amount and for
a period of time as shall be approved by subsequent resolution of
the Issuer, on the Series 1987 Bonds shall be deposited in the
Interest Account in the Debt Se rv ice Fund and shall be used only
for the purpose of paying interest becoming due on the Series 1987
Bonds.
B. Unless provided from other funds of the Issuer on the
date of issuance of the Series 1987 Bonds, or unless provided for
through the purchase of a guaranty or an insurance policy, an
irrevocable letter of credit, a surety bond, or any combination
thereof, the Issuer shall deposit to the Reserve Account a sum
sufficient to equal the Reserve Requirement on the Series 1987
Bonds or such lesser amount as shall be approved by the Issuer and
shall be used only for the purposes provided therefor. Any guar-
anty, insurance policy, irrevocable letter of credit or surety
bond must be approved in writing by the Bond Insuror.
C. To the extent not reimbursed therefor by the or ig inal
purchaser of any series of the Series 1987 Bonds, the Issuer shall
pay all costs and expenses incurred in connection with the issu-
ance of the Series 1987 Bonds.
D. The balance of the Series 1987 Bond proceeds after pro-
viding for the payments required by A, Band C above, shall be
deposited to the "City of Ocoee Public Improvement Revenue Bond
Construction Fund" which fund is hereby created and established
and which may be used for the purposes set forth herein. Such
Construction Fund shall constitute a trust fund and shall be used
together with other available moneys by the Is suer solely to
construct the Project, including the reimbursement to the Issuer
of moneys spent on the Project in anticipation of the sale of and
the issuance of the Series 1987 Bonds. The Issuer agrees and
covenants to commence and proceed with due diligence to complete
the construction of the Project.
SECTION 17. SPECIAL OBI,IGATIONS 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 pro-
perty therein, or to compel the Issuer to pay such principal and
21
interest 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 Series 1987 Bonds shall be secured forthwith
equally and ratably by, and the Issuer hereby grants to the Bond-
holder an irrevocable first lien on the Pledged Revenues, as
defined herein, prior and superior to all other liens or encum-
brances on such Pledged Revenues and the Issuer does irrevocably
pledge such Pledged Revenues to the payment of the pr incipal of
and interest and redemption premium on the Series 1987 Bonds, for
the reserves therefor and for all other required payments.
SECTION 18. COVENANTS OF THE ISSUER. For so long as any of
the pr incipal of and interest on any of the Se ries 1987 Bonds
shall be Outstanding and unpaid or until the Issuer has made pro-
vision for payment of principal, interest and redemption premiums,
if any, with respect to the Series 1987 Bonds, as provided for in
this Section 18, the Issuer covenants with the holders of any and
all Series 1987 Bonds as follows:
A. REVENUE FUND. All Pledged Revenues shall upon rece ipt
thereof be deposited in the "City of Ocoee Public Improvement
Revenue Bond Revenue Fund" (hereinafter called the "Revenue
Fund"), hereby created and establ ished. All depos its 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 Issuer shall deposit the proceeds of the Pledged Revenues
into the Revenue Fund as promptly as practicable after receipt
thereof and such Pledged Revenues shall be used and applied solely
as herein provided. The Pledged Revenues shall be and are hereby
pledged to the payment of the principal of, premium, if any, and
interest on the Se r ies 1987 Bonds and to the secur i ty thereof.
The holders of the Series 1987 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 Pledged Revenues 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. All of the Series
1987 Bonds shall be equally and ratably secured hereby. 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, may, so long as
there is no deficiency therein, be used for any lawful purpose.
B. DISPOSITION OF REVENUES. All proceeds of the Pledged
Revenues at any time remaining on deposit in the Revenue Fund
shall be disposed of on or before the fifteenth (15th) day of
22
each month commencing in the month immediately following the deli-
very of the Series 1987 Bonds only in the following manner and in
the following order of priority:
( 1 ) Fr om the moneys in the Revenue Fund, the Is suer
shall first deposit into a separate fund designated "City of Ocoee
Public 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, the following identified sums:
(a) Into the Interest Account hereby created:
Any fees or charges of the Paying Agent or Registrar together with
such sum as will be sufficient, together with the funds then on
deposit therein, to pay one-sixth (1/6) of all interest becoming
due on the Se r ies 1987 Bonds on the next semi-annual interest
payment date. The moneys in the Interest Account shall be with-
drawn and deposited with the Paying Agent for the Series 1987
Bonds on or before each interest payment date in an amount suffi-
c ient to pay the interest due on such date and the fees and
charges of the Paying Agent and Registrar. 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 the
Series 1987 Bonds and for any amount transferred from other
accounts pursuant to the provisions of this Resolution. Any
proceeds of the Series 1987 Bonds deposited into the Interest
Account may be used only for the purpose of paying interest on the
Series 1987 Bonds.
(b) Into the Principal Account hereby created:
Beginning on the 15th day of the month which is twelve (12) months
pr ior to first pr incipal matur ity date and monthly thereafter,
such sum as will be suff icient, together with the funds then on
deposit therein, to pay one-twelfth (1/12) of the principal
(except the pr incipal of which is required to be paid from the
Redemption Account hereinafter created and established) and the
Compounded Amount on the Series 1987 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 Series 1987 Bonds on
or before each principal maturity date in an amount sufficient to
pay the principal maturing on such date.
(c) Into Redemption Account hereby created: an
amount sufficient to pay one-sixth (1/6th) 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 depos ited as set forth above, for the purpose of
23
meeting Amortization Installments shall be adjusted, as appropri-
ate, to reflect the frequency of dates established for Amortiza-
t ion Installments appl icable 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 pr ice of said Te rm Bonds. If the Te rm
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.
(d) Following the deposit provided for in Section
16 (B) hereof, no further depos its shall be required to be made
into the Reserve Account whenever the Reserve Requirement shall be
on deposit therein.
Any withdrawals from the Reserve Account shall be subsequent-
ly restored from the first moneys available in the Revenue Fund
after all required payments to the Debt Serv ice Fund (including
all deficiencies in prior required payments therefrom) have been
made in full. Upon the issuance of any Additional Parity Obliga-
tions the Issuer may (i) fund in full from the proceeds of such
Additional Parity Obligations or in any other manner provided in
Section 16(B) hereof the required additional deposit to the
Reserve Account, or (ii) may deposit into the Reserve Account on
the date of issuance of such Additional Parity Obligations one-
half of the difference, if any, between the amount on hand in the
Reserve Account on the date of delivery of the Additional Parity
Obligations and the Reserve Requirement. In the event the Issuer
elects the option set forth in (ii) above, the Issuer shall
deposit to the Reserve Account on the 15th day of each month an
amount equal to 1/12th of 34% of the difference, if any, between
the amount on hand in the Reserve Account on the date of delivery
of the Additional Parity Obligations and the Reserve Requirement
until the Reserve Requirement shall be on deposit therein.
Moneys in the Reserve Account shall be used only for the pur-
pose of payment of maturing principal of, redemption premium, if
any, or interest on the Bonds and maturing Amortization Install-
ments on Term Bonds, if any, when the other money in the Debt
Service Fund is insufficient therefor, and for no other purpose.
(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 Ser-
vice Fund, excluding the Reserve Account which shall be increased
as provided in Section 18(B)(1)(0) of this Resolution, shall be
increased in such amounts as shall be necessary to make the pay-
ment for the principal of, redemption premium, if any, and inter-
est on for such Additional Parity Obligations on the same basis as
24
hereinabove provided with respect to the Bonds issued under this
Resolution.
(3) The Issuer shall not be required to make any fur-
ther deposits into the Debt Service Fund in any month to the ex-
tent 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 prior to the 15th day of each month and no
deficiency 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 may be used
for any lawful purpose; provided, however, that none of said money
shall be used for any purposes other than those hereinabove speci-
f ied unless all cur rent payments, includ ing any def iciencies for
prior payments, have been made in full and unless the Issuer shall
have complied fully with all the covenants and provisions of this
Resolution.
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 wi thin the Debt Se rv ice Fund to pay the pr incipal,
interest, and redemption premium, if any, on all Bonds at matur-
ity.
(5) The Debt Service Fund (including the accounts
therein), the Revenue 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 Revenue Fund and the Debt Service
Fund, excluding the Reserve Account, may be invested and rein-
vested in Investment Securities (or as otherwise provided) 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
the Reserve Account may be invested and reinvested in Investment
Securities maturing not later than the latest maturity date of any
Series 1987 Bond or Additional Parity Obligations issued pursuant
to the terms of this Resolution. 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 which such investments were made and be used for the
purposes thereof unless and until the maximum required amount is
on deposit therein, and thereafter shall be deposited in the Reve-
nue Fund. If the Reserve Requirement shall be on deposit in the
Reserve Account, investment income earned on the Reserve Account
shall be deposited in the Revenue Fund. To the extent that the
Reserve Requirement shall not be on deposit in the Reserve
25
Account, investment income earned on the Re serve Account shall
remain on deposit therein. Investment income earned on the Con-
struction Fund shall remain on deposit in the Construction Fund.
(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, except as otherwise provid-
ed.
(7) The cash required to be accounted for in each of
the funds and accounts descr ibed in this Section 18 may be de-
posited in a single bank account, provided that adequate account-
ing records are maintained 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 establishment of the various funds in and by this Resolution
shall not be construed to require the establishment of any com-
pletely independent, self-balancing funds as such term is commonly
defined and used in governmental accounting, but rather is intend-
ed solely to constitute an ea rmarking 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) Notwi thstand ing anything to the contrary set forth
here in, noth ing in this Re sol ut ion shall be const rued 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 those mentioned or prov ided
for in this Resolution.
C. ISSUANCE OF OTHER. OBLIGATIONS. The Issuer shall issue no
bonds or obligations of any kind or nature payable from or enjoy-
ing a lien on the Pledged Revenues if such obligations have prior-
ity over the Series 1987 Bonds ""ith 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 1987
Bonds upon said Pledged Revenues. However, the Issuer may issue
Additional Parity Obligations under the conditions and in the
manner provided in Section 18(0) hereof. Any obligations of the
Issuer, other than the Series 1987 Bonds and Additional Parity
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 issu-
ance of any Bonds herein authorized, except upon the conditions
and in the manner hereinafter provided.
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( 1 ) An independent cert if ied publ ic accountant shall
certify at the time of the issuance of the Additional Parity Obli-
gations that the Issuer is not in default of any of the provi-
s ions, covenants and ag reements hereof, and that there is no
deficiency in the Debt Service Fund.
(2) Such independent certified public accountant shall
certify at the time of the issuance of the Additional Parity Obli-
gations that the Pledged Revenues received by the Is suer dur ing
the Fiscal Year immediately preceding the Fiscal Year in which
the Additional Parity Obligations are issued shall have been equal
to not less than 1.35 times the Maximum Bond Service Requirement
on the Outstanding Bonds and the proposed Additional Parity Obli-
gations during any Fiscal Year in which the Additional Parity
Obligations to be issued will be outstanding.
(3) The Pledged Revenues for the preceding Fiscal Year
may be adjusted to include the estimated Pledged Revenues, as
certified by an independent 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 Fiscal Year.
(4) The Pledged Revenues for the preceding Fiscal Year
may be adjusted to include the estimated Pledged Revenues, as
certified by an independent certified public accountant, that the
Issuer would have received during such Fiscal Year due to increase
in the rate or rates of such Pledged Revenues effected during such
Fiscal Year and not fully reflected in such Fiscal Year.
(5) The resolution author izing the issuance of the
Additional Parity Obligations shall recite that all of the coven-
ants contained herein will be applicable to such Additional Parity
Obligations.
E. BOOKS AND RECORDS. The Issuer will keep books and rec-
ords of the receipts of the Pledged Revenues which shall be sep-
arately identif iable from all other records and accounts of the
Is suer, in which complete and correct entr ies shall be made of
revenues collected 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 Series 1987 Bonds issued pursuant to this Resolution or any
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one acting for and on behalf of such Bondholder or Bondholders and
shall mail a copy of such report to the original purchaser of the
Series 1987 Bonds.
F. LEVY OF PLEDGED REVFNUES. The Issuer will not take any
action to adversely affect in any manner the pledge of the Pledged
Revenues made herein or the rights of the holders of the Series
1987 Bonds. The Issuer will do all things necessary to ensure its
eligibility to receive the Pledged Revenues and will not repeal or
adversely amend its Code, documents or other actions relating to
the Pledged Revenues so as to impair the power and obligations of
the Issuer to collect said Pledged Revenues.
G. SUBSTITUTION OF FRANCHISE FEE. The Is suer hereby cove-
nants with the holders of the Bonds that in the event it shall
acquire the properties and facilities of the Florida Power Corpor-
ation, Florida Telephone Corporation (now United Telephone), or
Group W Cable, Inc., within the limits of the Issuer, or in the
event it shall acquire, construct or operate an electric utility,
telephone system or broadband communication system, respectively,
within the limits of the Issuer in place of the present privately
operated utility facilities, telephone system or broadband commun-
ication system, respectively, and the Franchise Fees are not
available to the Issuer to make the payments therefrom required
pursuant to the provisions hereof, the Issuer will make payments
from the revenues first available to it from the operation of any
such facilities or services so owned, acquired, constructed or
operated by it of the amounts herein required to be paid from the
Franchise Fees.
H. PLEDGED REVENUES NOT SUBJECT TO REPEAL. The Issuer has
full power to irrevocably pledge such Pledged Revenues to the
payment of the principal of and interest on the Series 1987 Bonds,
and the pledg ing of such Pledged Revenues in the manner prov ided
herein and the covenants contained herein constitute 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 governing body of the Issuer or by any
subsequent act of the Legislature of the State of Florida.
I. ENFORCEMENT OF COLLECTIONS. The Is suer will dil igently
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
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.
"J. RELEASE OF FRANCHISE FEES. Notwithstanding any provision
of this Resolution to the contrary, the lien of and pledge of the
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Franchise Fees in favor of the Holders of the Bonds shall be
released and extinguished upon (i) receipt by the Issuer of an
opinion of counsel to the Issuer to the extent that all proceed-
ings in Case No. 14-86-391 filed in the Circuit Court in and for
'Jackson County, Florida have been terminated, and that the period
for taking an appeal from any decisions rendered in such case have
expired without an appeal being taken therefrom, and (ii) receipt
by the Issuer of a certificate of an independent certified public
accountant which certifies that the Local Option Gas Tax received
by the Is suer dur ing each of the two preceding complete Fiscal
Years shall have been equal to not less than 1.35 times the
Maximum Bond Service Requirement on the Outstanding Bonds. The
Issuer will provide written notification of such release to the
Bond Insuror.
SECTION 19. REMEDIES. Any holder of Series 1987 Bonds
issued under the provisions hereof or any trustee acting for such
Bondholders in the manner hereinafter provided, may, either at
law or in equity, by suit, action, mandamus or other proceeding in
any court of competent jurisdiction, protect and enforce any and
all rights including the appointment of a receiver, existing under
State or federal law, 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 agency, board or officer thereof.
Nothing herein, however, shall be construed to grant to any
holder of the Bonds any lien on any property of the Issuer.
SECTION 20. MODIFICATION OR AMENDMENT. Except as provided
in Section 21 hereof, no mater ial modif ication or amendment of
this Resolution or of any resolution amendatory hereof or supple-
mental hereto may be made without the consent in writing of the
holders of fifty-one percent (51%) or more in the principal amount
or Compounded Amounts of the Bonds then outstanding. For purposes
of the immediately preceding sentence, to the extent any Series
1987 Bonds are insured by a policy of municipal bond insurance or
similar credit facility and such Series 1987 Bonds are then rated
in as high a rating category as the rating category in which such
Series 1987 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 letter of credit shall be deemed to constitute
the consent of the Holder of such Series 1987 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 pr incipal 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
29
Pledged Revenues or reduce the percentage of the holders of the
Bonds required to consent to any material modification or amend-
ment 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 20 shall be made without the consent of
the Bond Insuror.
SECTION 21. 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 prov is ions 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:
A. To make any changes or corrections in this Resolution as
to which the Issuer shall have been advised by counsel that 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 Resolution 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
change, or the subjection to any lien, pledge or change, 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; and
F. To assure compl iance with Federal "arbitrage" prov is ions
in effect from time to time.
The Issuer shall not adopt any supplemental resolution autho-
r ized by the foregoing prov isions of this Section unless in the
opinion of nationally recognized bond counsel acceptable to the
Issuer the adoption of such supplemental resolution is permitted
by the foregoing provisions of this Section.
SECTION 22. HOLDERS NOT AFFECTED BY USE OF PROCEEDS. The
holders of the obI igat ions shall have no res pons ibil i ty 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
30
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.
SECTION 23. 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 Series 1987 Bonds, then, and in that event, the pledge of and
I ien on the Pledged Revenues, in favor of the holders of the
Series 1987 Bonds shall be no longer in effect. For purposes of
the preceding sentence, deposit of sufficient cash and/or princi-
pal of Acquired Obligations in an irrevocable trust with a banking
institution or trust company, for the sole benef it of the Bond-
holders, to make timely payment of the principal, interest, and
redemption premiums, if any, on the outstanding Series 1987 Bonds,
shall be considered "provision for payment." Nothing herein shall
be deemed to require the Is suer to call any of the Outstanding
Series 1987 Bonds for redemption prior to maturity pursuant to any
applicable optional redemption provisions, or to impair the dis-
cretion of the Issuer in determining whether to exercise any such
option for early redemption.
Notwi thstanding the foregoing, all references to the dis-
charge and satisfaction of Se r ies 1987 Bonds shall include the
discharge and satisfaction of any issue of Series 1987 Bonds, any
portion of an issue of Series 1987 Bonds, any maturity or maturi-
ties of an issue of Series 1987 Bonds, any portion of a maturity
of an issue of Series 1987 Bonds or any combination of the fore-
going.
SECTION 24. TAX COVENANT. No use will be made of the pro-
ceeds of the Series 1987 Bonds which, if such use were reasonably
expected on the date of issuance of the Series 1987 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 1987 Bonds and the interest thereon are
outstanding will comply with the requirements of the Internal
Revenue Code of 1986, as amended, and any valid and applicable
rules and regulations promulgated thereunder necessary to maintain
the exclusion of the interest on the Se ries 1987 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 1987
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.
31
In order to insure compliance with the rebate provisions of
Section 148(f) of the Code with respect to the Series 1987 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
failure to create the Rebate Fund shall not adversely affect the
exclusion of interest on such Series 1987 Bonds from gross income
for purposes of Federal income taxation. Moneys in the Rebate
Fund shall not be cons idered Pledged Revenues and shall not be
pledged in any manner for the benefit of the holders of the Series
1987 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 regulations and as set forth
in instructions of Bond Counsel delivered to the Issuer upon issu-
ance of the Series 1987 Bonds.
Notwithstanding any provision of this Resolution to the con-
trary, 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 25. SEVERABILITY OF INVALID PROVISIONS. If anyone
or more of the covenants, agreements or provisions herein contain-
ed shall be held contrary to any express provision of law or con-
trary to the policy of express law, though not expressly prohib-
ited, 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 26. CAPITAL APPRECIA~ION BONDS. For the purposes of
(i) receiving payment of the redemption price of a Capital Appre-
ciation Bond if redeemed prior to maturity, (ii) receiving payment
if the principal of all Series 1987 Bonds is declared immediately
due and payable, (iii) computing Bond Service Requirement, and
(iv) in computing the amount of Holders required for any notice,
consent, request or demand hereunder for any purpose whatsoever,
the pr incipal amount of a Capital Appreciation Bond shall be
deemed to be its Compounded Amount.
SECTION 27. 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.
SECTION 28. EFFECTIVE DATE. The provisions of this Resolu-
tion shall take effect immediately upon its passing.
32
PASSED by the City Commission of the City of Ocoee, Florida
on this .2Q:t)lday of October, 1987.
~~
C1ty Clerk
Approved a
City Attor
CITY OF OCOEE, FLORIDA
::/L, k?~
Mayor
33