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HomeMy WebLinkAboutResolution 87-25 - Y" '1'- d-- J RESOLUTION NO. A RESOLUTION PROVIDING FOR THE ACQUISITION AND CONSTRUCTION OF EXTENSIONS AND IMPROVEMENTS TO THE SEWER SYSTEM OF THE CITY OF OCOEE, FLORIDA; PROVIDING FOR THE ISSUANCE BY THE CITY OF $1,500,000 SEWER SYSTEM REVENUE BONDS, SERIES 1987 ANTICIPATION NOTES; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF THE NOTES; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OCOEE, FLORIDA (the "City"), as follows: Section 1. Authority for this Resolution. This Resolution is adopted pursuant to the provisions of the Charter of the City, as amended and supplemented, Chapter 166, Part II, Florida Statutes, and other applicable provisions of law (COllectively, the "Act"). Capitalized terms used in this Resolution shall have the same meanings assigned to them in the Bond Resolution unless otherwise specified herein. Section 2. Findings. It is hereby found and determined that: (A) Pursuant to Resolution No. 87-21, duly adopted by the City Commission of the City of Ocoee, Florida (the "City") on December 15, 1987 (herein, the "Bond Resolution"), the City has authorized the issuance of its Sewer System Revenue Bonds, Series 1987 (the "1987 Bonds") for the purpose of acquiring and constructing the Project; and (B) It is necessary and urgent that funds be made immediately available in order to provide money for the acquisition and construction of the Project. The principal of and interest on the 1987 Notes to be issued pursuant to this Resolution will be payable solely from and secured by a prior lien upon and pledge of the proceeds derived from the sale of the 1987 Bonds and, if necessary, from a lien upon and pledge of the Utilities Tax (herein defined). Section 3. Authorization of 1987 Notes. Subject and pursuant to the provisions of this Resolution and in anticipation of the sale and delivery of the 1987 Bonds, notes of the City to be known as "Sewer System Revenue Bonds Series 1987 Anticipation Notes" (the "1987 Notes"), are hereby authorized to be issued in an aggregate principal amount of $1,500,000. Section 4. Description of 1987 Notes. The 1987 Notes shall be issued in fully registered form, without coupons, shall be numbered consecutively from R-l upward; shall be in the denominations of $100 or multiples thereof; shall be dated their date of LKL-12/29/87-186AA-2697 -1- authentication, shall mature on March 1, 1988; shall bear interest from their dated date at the rates not exceeding the maximum interest rate allowed by law, payable on the dates, all as specified in the form of Note contained in Section 9 hereof. premium. The 1987 Notes may be redeemed at any time prior to maturity without The 1987 Notes shall be payable with respect to principal and interest upon presentation and surrender thereof on the date fixed for maturity at the office of the City Clerk of the City; shall be payable in any coin or currency of the United States which at the time of payment is legal tender for the payment of public or private debts; and shall bear interest from the dated date of the 1987 Notes. If the date for payment of the principal or interest on the 1987 Notes shall be a Saturday, Sunday, legal holiday or a day on which the banking institutions in the City are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday or legal holiday or a day on which such banking institutions are authorized to close, and payment on such date shall have the same force and effect as if made on the nominal date of payment. Section 5. Execution Of 1987 Notes. The 1987 Notes shall be executed in the name of the City by its Mayor and attested and countersigned by its City Manager and its corporate seal or a facsimile thereof shall be affixed thereto or reproduced thereon in the same manner and pursuant to the same conditions as are set forth herein for the 1987 Bonds, all as more particularly set out in the Bond Resolution. Section 6. Negotiability. Subject to the provisions hereof, respecting registration and transfer, the 1987 Notes issued hereunder shall be and shall have all the qualities and incidents of negotiable instruments under the laws of the State of Florida, and each successive holder, in accepting any of the 1987 Notes shall be and have all of such qualities and incidents of negotiable instruments under the laws of the State of Florida. Section 7. Registration and Transfer. There shall be a Note Registrar for the 1987 Notes which shall be the City Clerk or a bank or trust company located within or without the State of Florida. The Note Registrar shall maintain the registration books of the City and be responsible for the transfer and exchange of the 1987 Notes. The City shall, prior to the proposed date of delivery of the 1987 Notes, by resolution or ordinance designate the Note Registrar. 1987 Notes may be transferred upon the registration books, upon delivery to the Note Registrar, together with written instructions as to the details of the transfer of such 1987 Notes, along with the social security number or federal employer identification number of such transferee and, if such transferee is a trust, the name and social security or federal employer identification numbers of the settlor and beneficiaries of the trust, the date of the trust and the name of the trustee. No transfer of any 1987 Notes shall be effective until entered on the registration books maintained by the Note Registrar. Upon surrender for transfer or exchange of any 1987 Note, the City shall execute and the City Clerk shall authenticate and deliver in the name of the registered owner or the transferee or transferees, as the case may be, a new fully registered 1987 LKL-12/29/87 -186AA-2697 -2- Note or 1987 Notes of authorized denominations of the same maturity and interest rate for the aggregate principal amount which the Registered Owner is entitled to receive at the earliest practicable time in accordance with the provisions of this Resolution. The City may charge the owner of such 1987 Note for every such transfer or exchange an amount sufficient to reimburse them for their reasonable fees and for any tax, fee, or other governmental charge required to be paid with respect to such transfer, and may require that such charge be paid before any such new 1987 Note shall be delivered. All 1987 Notes presented for transfer, exchange, redemption or payment (if so required by the Note Registrar), shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in form and with guaranty of signature satisfactory to the Note Registrar, duly executed by the Registered Owner or by his duly authorized attorney in fact or legal representative. All 1987 Notes delivered upon transfer or exchange shall bear interest from such date that neither gain nor loss in interest shall result from the transfer or exchange. New 1987 Notes delivered upon any transfer or exchange shall be valid obligations of the City, evidencing the same debt as the 1987 Note surrendered, shall be secured by this Resolution and shall be entitled to all of the security and the benefits hereof to the same extent as the 1987 Notes surrendered. The City and the Note Registrar may treat the Registered Owner of any 1987 Note as the absolute owner thereof for all purposes, whether or not such 1987 Notes shall be overdue, and shall not be bound by any notice to the contrary. The person in whose name any 1987 Note is registered may be deemed the Registered Owner thereof by the City and the Note Registrar, and any notice to the contrary shall be binding upon the City and the Note Registrar. Notwithstanding the foregoing provisions of this section, the City reserves the right, on or prior to the delivery of the 1987 Notes to amend or modify the foregoing provisions relating to the registration of the 1987 Notes by resolution or ordinance in order to comply with all applicable laws, rules, and regulations of the United States and/or the State of Florida relating thereto. Section 8. 1987 Notes Mutilated, Destroyed, Stolen or Lost. The provisions contained in Section 11 of the Bond Resolution pertaining to the 1987 Bonds shall also apply to the 1987 Notes. Section 9. Form of 1987 Notes. The 1987 Notes shall be in substantially the following form with such omissions, insertions and variations as may be necessary and desirable and authorized or permitted by this Resolution or by any subsequent resolution adopted prior to the issuance thereof: LKL-12/29/87-186AA-2697 -3- (Form of 1987 Notes) No. R- $ UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF OCOEE SEWER SYSTEM REVENUE BOND, SERIES 1987 ANTICIPATION NOTE Rate of Interest Maturity Date Dated Date Cusip 96 March 1, 1988 Registered Holder: Principal Amount: KNOW ALL MEN BY THESE PRESENTS, that the City of Ocoee, Florida (hereinafter called "City"), for value received, hereby promises to pay, solely from the funds hereinafter mentioned, to the Registered Holder identified above, or registered assigns, on the Maturity Date specified above, the Principal Amount shown above, and to pay, solely from said funds, interest thereon from the Dated Date shown above, at the rate per annum set forth above until payment of such sum, such interest being payable on the Maturity Date above specified upon presentation, and surrender hereof. The principal of this 1987 Note shall be payable upon presentation and surrender hereof on the date fixed for maturity or redemption at the office of the City Clerk of the City, or at the office designated for such payment of any successor thereof. All amounts due hereunder shall be payable in any coin or currency of the United States, which is, at the time of payment, legal tender for the payment of public or private debts. This 1987 Note is one of an authorized issue of notes in the aggregate principal amount of $1,500,000 issued pursuant to the Constitution and laws of the State of Florida, particularly the Charter of the City, Chapter 166, Part II, Florida Statutes, and other applicable provisions of law, Ordinance No. 87-21, duly adopted by the City on December 15, 1987, as supplemented (the "Bond Resolution") and Resolution No. , duly adopted by the City on December _' 1987 (the "Note Resolution"), as supplemented, and is subject to all the terms and conditions of the Note Resolution. The 1987 Notes are issued in anticipation of the receipt by the City of the proceeds from the sale of $6,800,000 Sewer System Revenue Bonds, Series 1987 (hereinafter called the "1987 Bonds"). The principal of and interest on this 1987 Note is payable solely from and secured forthwith, by a prior lien upon and a pledge of the proceeds derived from the sale of the 1987 Bonds and, if necessary, by a lien upon and pledge of the proceeds derived by the City from its utilities tax levied and collected pursuant to Ordinance No. 542, duly enacted by the City on October 19, 1971 (the "Utilities Tax"). It is expressly agreed by the Registered Holder of this 1987 Note that the full faith and credit of the City are not pledged to the payment of the principal of and interest on this 1987 Note and that such Registered Holder shall never have the right to require or compel the exercise of any taxing power of the City to the payment of such principal and interest or the cost of maintaining, repairing and operating the System. This 1987 Note and the obligation LKL-12/29/87-186AA-2697 -4- evidenced hereby shall not constitute a lien upon the System or any part thereof or upon any other property of the City or situated within its corporate limits, but shall constitute a lien only on the proceeds of the 1987 Bonds and the Utilities Tax. If the date for payment of the principal or interest on this 1987 Note shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the City are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such date shall have the same force and effect as if made on the nominal date of payment. The 1987 Notes are issued in the form of fully registered notes without coupons in denominations of $100 or any integral multiple of $100. Subject to the limitations and upon payment of the charges provided in the Note Resolution, 1987 Notes may be exchanged for a like aggregate principal amount of 1987 Notes of the same maturity of other authorized denominations. This 1987 Note is transferable by the Registered Holder hereof in person or by his attorney duly authorized in writing, at the above-mentioned office of the Registrar, but only in the manner, subject to the limitations and upon payment of the charges provided in the Note Resolution, and upon surrender and cancellation of this 1987 Note. Upon such transfer a new 1987 Note or 1987 Notes of the same maturity and rate of interest, and of authorized denomination or denominations, for the same aggregate principal amount, will be issued to the transferee in exchange therer'or at the earliest practicable time in accordance with the provisions of the Note Resolution. 1987 Notes may be transferred upon the registration books upon delivery to the Registrar of the 1987 Notes, accompanied by a written instrument or instruments of transfer in form and with guaranty of signature satisfactory to the Registrar, duly executed by the Registered Holder of the 1987 Notes to be transferred or his attorney-in-fact or legal representative, containing written instructions as to the details of the transfer of such 1987 Notes, along with the social security number or federal employer identification number of such transferee and, if such transferee is a trust, the name and social security or federal employer identification numbers of the settlor and beneficiaries of the trust, the federal employer identification number and date of the trust and the name of the trustee. The City or the Note Registrar may charge the Registered Holder of such 1987 Note for every such transfer of a 1987 Note an amount sufficient to reimburse him for their reasonable fees and any tax, fee, or other governmental charge required to be paid with respect to such transfer, and may require that such charge be paid before any such new 1987 Note shall be delivered. The City may deem and treat the Registered Holder hereof as the absolute owner hereof (whether or not this 1987 Note shall be overdue) for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes, and the City shall not be affected by any notice to the contrary. This 1987 Note is and has all the qualities and incidents of a negotiable instrument under the Uniform Commercial Code - Investment Securities of the State of Florida. Subject to the provisions hereof respecting registration and transfer, this 1987 Note shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Note Resolution until the certificate of authentication hereon shall have been executed by the Note Registrar. LKL-12/29/87-186AA-2697 -5- This 1987 Note does not constitute a general indebtedness, liability, general or moral obligation or a pledge of the faith or loan of the credit of the City, the State of Florida, or any political subdivision thereof, within the meaning of any constitutional or statutory provision or limitation, but shall be payable solely from and secured by a prior lien upon and pledge of the proceeds of the 1987 Bonds and, to the extent provided in the Note Resolution, upon the Utilities Tax, all as provided in the Note Resolution; and it is expressly agreed by the Registered Holder of this 1987 Note that such Registered Holder shall never have the right to require or compel the exercise of any ad valorem taxing power of the City, the State of Florida, or any political subdivision thereof, for the payment of the principal of and interest on this 1987 Note or the making of any sinking fund, reserve or other payments provided for in the Note Resolution. It is further agreed between the City and the Registered Holder of this 1987 Note that this 1987 Note and the obligation evidenced hereby shall not constitute a lien upon the System, or any part thereof, or on any other property of or in the territorial limits of the City. It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this 1987 Note, exist, have happened and have been performed in regular and due time, form and manner as required by the statutes and Constitution of the State of Florida applicable thereto, and that the issuance of this 1987 Note and of the issue of notes of which this 1987 Note is one, does not violate any constitutional or statutory limitations or provisions. LKL-12/29/87-186AA-2697 -6- IN WITNESS WHEREOF, the City of Ocoee, Florida has issued this 1987 Note and has caused the same to be signed by its Mayor and attested and countersigned by its City Manager either manually or with their facsimile signatures, and the corporate seal of the City or a facsimile thereof to be affixed, impressed, imprinted, lithographed or repro- duced hereon all as of the first day of , 1987. (SEAL) ATTESTED AND COUNTERSIGNED: City Manager LKL-12/29/87-186AA-2697 -7- CITY OF OCOEE, FLORIDA Mayor CERTIFICATE OF AUTHENTICATION OF NOTE REGISTRAR This note is one of the Issue of the within described 1987 Notes. The Rate of Interest, Maturity Date, Registered Holder and Principal Amount shown above are correct in all respects and have been recorded, along with the applicable federal taxpayer identification number and the address of the Registered Holder, in the Note Register maintained at the principal offices of the undersigned. By Authorized Signature Date of Authentication The following abbreviations, when used in the inscription on the face of the within note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIF MIN ACT - (Cust.) TEN ENT - as tenants by the entireties Custodian for (Minor) JT TEN as joint tenants with right of survivor- ship and not as tenants in common under Uniform Gifts to Minors Act of (State) Additional abbreviations may also be used though not in list above. LKL-12/29/87-186AA-2697 -8- ASSIGNMENT FOR VALUE RECEIVED, the undersigned (the "Transferor"), hereby sells, assigns, and transfers unto (Please insert name and Social Security or Federal Employer Identification number of assignee) the within note and all rights thereunder, and hereby irrevocably constitutes and appoints (the "Transferee") as attorney to register the transfer of the within 1987 Note on the books kept for registration thereof, with full power of substitution in the pre m ises. Date: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or a trust company. NOTICE: No transfer will be registered and no new 1987 Note will be issued in the name of the Transferee, unless the signature(s) to this assignment corresponds with the name as it appears upon the face of the within 1987 Note in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. LKL-12/29/87-186AA-2697 -9- Section 10. Security of 1987 Notes; 1987 Notes Not Debt of City. The principal of and interest on the 1987 Notes is payable solely from and secured forthwith, by a prior lien upon and a pledge of the proceeds derived from the sale of the 1987 Bonds and, if necessary, by a lien upon and pledge of the Utilities Tax. The 1987 Notes shall not constitute a general indebtedness, liability, general or moral obligation or a pledge of the faith or loan of the credit of the City, the State of Florida, or any political subdivision thereof, within the meaning of any constitutional or statutory provision or limitation, but shall be payable solely from and secured by a prior lien upon and pledge of said proceeds and Pledged Funds as herein and to the extent provided. No Registered Owner of any 1987 Note issued hereunder shall ever have the right to compel the exercise of any ad valorem taxing power to pay such 1987 Note or the cost of operating and maintaining the System or any other payment required under this Resolution, or be entitled to the payment of same from any funds of the City except from the proceeds of the 1987 Bonds and the Utilities Tax, in the manner and to the extent provided herein. The City does hereby irrevocably so pledge said funds, and, until applied in accordance herewith, the moneys and investments held in any fund or account established hereunder, to the payment of the principal of and interest on the 1987 Notes, and to the payment into the Note Sinking Fund, at the times provided, of the sums required to secure to Registered Owners of the 1987 Notes issued hereunder the payment of the principal thereof and interest thereon as the same become due. It is further agreed between the City and the Registered Owner of any 1987 Note that such 1987 Note and the obligation evidenced thereby shall not constitute a lien upon the System, or any part thereof, or on any other property of or in the territorial limits of the City. Section 11. Application of 1987 Note Proceeds. The moneys received from the sale and delivery of the 1987 Notes authorized and issued pursuant to this Resolution shall be deposited and applied as follows: (A) All accrued interest, if any, and an amount sufficient to pay interest on the Notes from the date of delivery to final maturity, shall be deposited into the Note Sinking Fund herein created and shall be used solely to pay the interest due on the 1987 Notes. (8) To the extent not reimbursed therefor by the original purchaser of the 1987 Notes, the City shall pay all costs and expenses in connection with the preparation, issuance and sale of the 1987 Notes. (C) The balance of the proceeds shall be paid to the City and used to acquire the Prima Vista Sanitary Sewer System. The holders of the 1987 Notes shall have a lien upon all the proceeds thereof until the same have been applied as provided herein. Section 12. Covenants of the City. For so long as the principal of and interest on the 1987 Notes shall be outstanding and unpaid or until there shall have been irrevocably set apart a sum sufficient, together with interest earned thereon to pay, when due, the entire principal of the 1987 Notes remaining unpaid, together with interest accrued and to accrue thereof, the City covenants with the holders of the 1987 Notes as follows: LKL-12/29/87-186AA-2697 -10- (A) Proceeds From 1987 Bonds. Upon the receipt of the proceeds of the 1987 Bonds, excluding accrued interest, the City shall apply such proceeds, together with moneys on deposit in the Note Sinking Fund herein created and such Utilities Tax as may be legally available for such purposes, as follows: (1) There shall be transmitted to the Paying Agent for the 1987 Notes the amount of funds, or investments of Federal Securities, the maturing principal of and interest on which will be sufficient to pay the outstanding principal of the 1987 Notes and the interest accrued thereon to the date of maturity thereof. Upon such deposit of funds or Federal Securities, the City's obligations and covenants under, and the pledges and liens created by, this Resolution relating to the 1987 Notes shall terminate and be discharged, and the Registered Owners of the 1987 Notes shall be entitled to payment only from the funds and proceeds of Federal Securities so deposited. (2) The remaining balance, if any, shall be drawn and applied pursuant to the provisions of Section 16F of the Bond Ordinance. (B) Note Sinking Fund. The City covenants and agrees to establish with a depository in the State of Florida, which is a member of the Federal Deposit Insurance Corporation, and which is eligible under the laws of the State of Florida to receive funds, a special fund to be called City of Ocoee Note Sinking Fund (the "Note Sinking Fund"), to be used exclusively for the purposes herein mentioned. Prior to maturity of the 1987 Notes, except to the extent the interest shall have been paid into the Note Sinking Fund from the proceeds of the 1987 Notes, the City shall deposit to the credit of the Note Sinking Fund from the proceeds of the 1987 Bonds a sum sufficient pay the principal of and interest on all the 1987 Notes at maturity. To the extent the amount deposited with the Paying Agent for the 1987 Notes from the proceeds of the 1987 Bonds shall be insufficient, the City shall deposit sufficient Utilities Tax proceeds available for such purposes to pay such amount. Said Note Sinking Fund shall be maintained for the benefit of the 1987 Notes and the Registerd Owners thereof. (C) Sale of 1987 Bonds to Pay 1987 Notes. The City in good faith shall endeavor to sell a sufficient principal amount of the 1987 Bonds in order to have funds available to pay the principal of the 1987 Notes as the same become due. (D) Application of Prior Covenants. The covenants and pledges (to the extent that the same are not inconsistent) contained in the Bond Resolution, adopted for the benefit of the holders of the 1987 Bonds, shall be deemed to be for the benefit and protection of the 1987 Notes and the Registered Owners thereof in like manner as applicable to the 1987 Bonds. (E) Levy of Utilities Tax. The City will not repeal the ordinances now in effect levying the Utilities Tax and will not amend or modify said ordinances in any manner so as to impair or adversely affect the power and obligation of the City to levy and collect such Utilities Tax or impair or adversely affect in any manner the pledge of the Utilities Tax made herein or the rights of the holders of the 1987 Notes. The City shall be unconditionally and irrevocably obligated, so long as any of the Bonds or the interest thereon are outstanding and unpaid, to levy and collect such Utilities Tax. LKL-12/29/87-186AA-2697 -11- Section 13. Events of Default and Remedies. If one or more of the following events shall happen: (A) The City shall fail to pay the principal of or interest on any of the 1987 Notes as the same shall become due; or (B) The City shall fail in the observance or performance of any of the covenants contained in this Resolution then, in each and every case, any holder or holders of 1987 Notes then outstanding and affected thereby shall have all the rights and remedies afforded to the Registered Owners of the 1987 Bonds. Section 14. Supplemental Resolutions. The City may, from time to time and at any time, adopt such resolutions or ordinances as shall be inconsistent with the terms and conditions of this Resolution: (A) To cure any ambiguity, defect, or omission in this Resolution; or (B) To secure, extend or renew to the holders of the 1987 Notes the pledges made herein for the payment of the 1987 Notes and the interest to accrue thereon. Section 15. Repeal of Inconsistent Instruments. All resolutions or ordinances or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 16. Modification or Amendment. No material modification or amendment of this instrument or of any instrument amendatory hereof or supplemental hereto, may be made except in the manner provided in Section 18 of the Bond Resolution. Section 17. Creation of Superior Liens. The City covenants that except as herein provided it will not issue any other bonds, certificates or obligations of any kind or nature or create or cause or permit to be created any debt, lien, pledge, assignment or encumbrance or charge payable from or enjoying a lien upon the Utilities Tax and, while any 1987 Notes are outstanding, the proceeds of the 1987 Bonds ranking prior and superior to the lien created by this Resolution. Section 18. Severability of Invalid Provisions. If anyone or more of the covenants, agreements or provisions of this Resolution or of the 1987 Notes should 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 separate from the remaining covenants, agreements or provisions of this Resolution and of the 1987 Notes. Section 19. Small Issuer Exception to Apply. The City represents and covenants that the amount of qualified tax-exempt obligations (other than private activity bonds) issued by the City during the 1987 calendar year, including the 1987 Notes, will not exceed $10,000,000. The City hereby designates the 1987 Notes as "qualified tax exempt obligations" within the meaning of Section 265 of the Code. The City acknowledges that the purchaser of the 1987 Notes will have relied upon this representation and covenant in purchasing the Bonds and acknowledges that a breach of this covenant will cause the LKL-12/29/87-186AA-2697 -12- purchaser to incur additional tax liability under Section 265 of the Code. The City agrees that upon a breach of this covenant, the interest rate on the Bonds shall be adjusted to fully reimburse the Bank for such increased tax liability. Section 20. APPROVAL OF NEGOTIATED SALE OF 1987 NOTES. It is hereby found, ascertained, determined and declared by the City that a negotiated sale of the 1987 Notes is in the best interest of the City and is found to be necessary on the basis of the following reasons as to which specific findings are hereby made: 1. The small size of the issue does not justify the increased issuance costs attendant upon a competitive public sale. 2. The volatility in the municipal bond market is presently so great that a competitive public sale on a date which must be fixed well in advance for the receipt of bids would prove extremely costly should such date occur during an upswing in the market. Therefore, the flexibility to choose to award or not to award the 1987 Notes on a day to day basis is needed to assure the best interest rate obtainable for the 1987 Notes which can only be accomplished by sale on a negotiated basis. The 1987 Notes are hereby issued and sold to Bank of West Orange, in the principal amount of $1,500,000 at the price of par plus accrued interest to the date of delivery, pursuant to the provisions and conditions contained in this Resolution, with such changes as are subsequently approved by the Mayor and City Manager. Payment for and delivery of the Notes shall take place on such date as the parties shall mutually agree, provided that the purchaser and the City shall simultaneously execute and deliver such usual and customary closing documents as bond counsel for the City shall require in order to render their approving opinion on the Notes. Section 21. Authorization of all Other Necessary Action. The Mayor, City Manager and City Clerk of the City are each designated agents of the City in connection with the issuance and delivery of the 1987 Notes, and are authorized and empowered, collectively or individually, to take all action and steps to execute and deliver any and all instruments, documents or contracts on behalf of the City which are necessary or desirable in connection with the execution and delivery of the 1987 Notes and which are not inconsistent with the terms and provisions of this Resolution and other actions relating to the 1987 Notes or the 1987 Bonds heretofore taken by the City. Section 22. Conflicts Repealed. All ordinances or parts of ordinances in conflict herewith are hereby repealed. LKL-12/29/87-186AA-2697 -13- Section 23. upon its enactment. Effective Date. This instrument shall take effect immediately Enacted this day of , 1987, A.D. CITY OF OCOEE, FLORIDA (SEAL) Mayor Attest: By City Manager LKL-12/29/87-186AA-2697 -14-