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HomeMy WebLinkAbout2012-016 Water and Sewer System Refunding Revenue Note, Series 2012 RESOLUTION NO. 2012 -016 CITY OF OCOEE, FLORIDA WATER AND SEWER SYSTEM REFUNDING REVENUE NOTE, SERIES 2012 Adopted on November 6, 2012 TABLE OF CONTENTS PAGE ARTICLE I — GENERAL 2 SECTION 1.01. Authority for this Supplemental Resolution 2 SECTION 1.02. Definitions • 2 SECTION 1.03. Resolution to Constitute Contract. 5 SECTION 1.04. Findings. 5 SECTION 1.05. Refunding of Refunded Note 6 SECTION 1.06. Negotiated Sale 6 ARTICLE II — AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF SERIES 2012 NOTE 6 SECTION 2.01. Authorization of the Series 2012 Note. 6 SECTION 2.02. Description of the Series 2012 Note 6 SECTION 2.03. Application of Series 2012 Note Proceeds 8 SECTION 2.04. Funds and Accounts Secure Owners of the Series 2012 Note 8 SECTION 2.05. Execution of the Series 2012 Note 8 SECTION 2.06. Registration and Exchange of Notes; Persons Treated as Owners 9 SECTION 2.07. Prepayment 9 SECTION 2.08. Form of Series 2012 Note 9 SECTION 2.09. Note Mutilated, Destroyed, Stolen or Lost 9 ARTICLE III — TAX MATTERS AND ACCOUNTING MATTERS 10 SECTION 3.01. Federal Income Tax Covenants 10 SECTION 3.02. Annual Audit 10 SECTION 3.03. Operating Budget 10 ARTICLE IV - MISCELLANEOUS 10 SECTION 4.01. Rate Covenant 10 SECTION 4.02. Limitation of Rights 11 SECTION 4.03. Impairment of Contract 11 SECTION 4.04. Amendment. 11 SECTION 4.05. Event of Default Under This Supplemental Resolution. 11 SECTION 4.06. Severability of Invalid Provisions 11 SECTION 4.07. Remedies. 11 SECTION 4.08. Business Days. 12 SECTION 4.09. Applicable Provisions of Law. 12 SECTION 4.10. Rules of Interpretation. 12 SECTION 4.11. Captions 12 SECTION 4.12. City Commission Members of the City Exempt from Personal Liability. 12 SECTION 4.13. Authorizations 12 SECTION 4.14. Bank Qualified 13 SECTION 4.15. Repealer. 13 SECTION 4.16. No Third Party Beneficiaries. 13 SECTION 4.17. Effective Date 14 Exhibit A Form of Series 2012 Note Exhibit B Form of Lender's Certificate Exhibit C SunTrust Proposal ii RESOLUTION NO. 2012 -016 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OCOEE, FLORIDA, PROVIDING FOR THE CURRENT REFUNDING OF THE CITY'S WATER AND SEWER SYSTEM REFUNDING REVENUE NOTE, SERIES 2008; AUTHORIZING THE ISSUANCE BY THE CITY OF ITS WATER AND SEWER SYSTEM REFUNDING REVENUE NOTE, SERIES 2012 IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $5,400,000 TO FINANCE THE COST THEREOF AND TO PAY THE COSTS OF ISSUANCE THE SERIES 2012 NOTE; PLEDGING NET REVENUES OF THE SYSTEM TO SECURE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON SUCH SERIES 2012 NOTE ON PARITY WITH THE CITY'S OUTSTANDING SERIES 2003 BONDS AND SERIES 2010 NOTE; MAKING CERTAIN COVENANTS AND AGREEMENTS FOR THE BENEFIT OF THE OWNERS OF THE SERIES 2012 NOTE; DESIGNATING A PORTION OF THE SERIES 2012 NOTE AS A "QUALIFIED TAX - EXEMPT OBLIGATION" WITHIN THE MEANING OF SECTION 265(B)(3) OF THE CODE; PROVIDING FOR SEVERABILITY OF INVALID PROVISIONS; AUTHORIZING THE NEGOTIATED SALE OF THE SERIES 2012 NOTE TO SUNTRUST BANK; PROVIDING FOR THE REPEAL OF ANY RESOLUTIONS IN CONFLICT WITH THE PROVISIONS OF THIS SUPPLEMENTAL RESOLUTION; PROVIDING CERTAIN OTHER MATTERS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. 1 BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OCOEE, FLORIDA: ARTICLE I — GENERAL SECTION 1.01. Authority for this Supplemental Resolution. This Supplemental Resolution is adopted pursuant to the Act. SECTION 1.02. Definitions. When used in this Supplemental Resolution, capitalized terms not otherwise defined shall be as defined in the Original Resolution (as defined below), and the following terms shall have the following meanings, unless the context clearly otherwise requires. "Act" shall mean, collectively, the Constitution of the State of Florida, the Charter of the City, Chapter 166, Part II, Florida Statutes, as amended, the Original Resolution and other applicable provisions of law. "Adjusted BQ Rate" shall mean, upon a Loss of BQ Status, the interest rate per annum that shall provide the Owner with the same after tax yield that the Owner would have otherwise received had the Loss of BQ Status not occurred, taking into account the increased taxable income of the Owner as a result of such Loss of BQ Status. The Owner shall provide the City with a written statement explaining the calculation of the Adjusted BQ Rate, which statement shall, in the absence of manifest error, be conclusive and binding on the City. The Adjusted BQ Rate shall be subject to adjustment as provided in Section 2.02(B) hereof. "Adjusted Rate" shall mean a per annum rate equal to (a) the Interest Rate, multiplied, prior to the occurrence of a Determination of Taxability, by (b) the Margin Rate Factor. "Business Day" means any day except any Saturday or Sunday or day on which the Principal Office of the Lender is closed. "City" shall mean the City of Ocoee, Florida. "City Attorney" shall mean the City Attorney of the City. "City Commission" shall mean the governing body of the City. "City Manager" shall mean the City Manager or assistant, deputy, interim or acting City Manager of the City. "Default Rate" shall mean the sum of the Prime Rate plus 2% per annum. "Determination of Taxability" shall mean a final decree or judgment of any federal court or a final action of the Internal Revenue Service determining that interest paid or payable on the Series 2012 Note is or was includable in the gross income of the Owner of the Series 2012 Note for federal income tax purposes; provided, that no such decree, judgment, or action will be 2 considered final for this purpose, however, unless the City has been given written notice and, if it is so desired and is legally allowed, has been afforded the opportunity to contest the same, either directly or in the name of any Owner of the Series 2012 Note, and until the conclusion of any appellate review, if sought. "Finance Director" means the Finance Director of the City or in her absence or inability to act, such other person as may be duly authorized to act on her behalf. "Financial Advisor" shall mean First Southwest Company, as financial advisor to the City. "Interest Rate" shall be as defined in Section 2.02(A) hereof, and shall be subject to adjustment as provided in Section 2.02(B) hereof. "Lender" means SunTrust Bank, a Georgia corporation. "Loss of BQ Status" shall mean a determination by the Owner that the Series 2012 Note is not a "qualified tax - exempt obligation" within the meaning of Section 265(b)(3) of the Code (or any successor provision). "Margin Rate Factor" shall mean the fraction, the numerator of which is equal to one (1) minus the Maximum Federal Corporate Tax Rate on the date of calculation, and the denominator of which is 0.65. The Margin Rate Factor shall be 0.65/0.65 or 1.0 so long as the Maximum Federal Corporate Tax Rate is 35 %, and thereafter shall increase from time to time effective as of the effective date of any decrease in the Maximum Federal Corporate Tax Rate. "Maturity Date" means October 1, 2026. "Maximum Federal Corporate Tax Rate" means the maximum rate of income taxation imposed on corporations pursuant to Section 11(b) of the Code, determined without regard to tax rate or tax benefit make -up provisions such as the last two sentences of Section 11 (b) (1) of the Code, as in effect from time to time (or, if as a result of a change in the Code the rate of income taxation imposed on corporations shall not be applicable to the Owner, the maximum statutory rate of federal income taxation which could apply to the Owner). The Maximum Federal Corporate Tax Rate on the date of issuance of the Series 2012 Note is 35 %. "Original Resolution" shall mean Resolution No. 93 -02, adopted by the City Commission of the City on February 2, 1993, as amended and supplemented from time to time. "Owner" or "Owners" means the Person or Persons in whose name or names the Series 2012 Note shall be registered on the books of the City kept for that purpose in accordance with provisions of this Supplemental Resolution including, initially, the Lender. "Parity Bonds" shall mean the Outstanding Series 2003 Bonds and the Outstanding Series 2010 Note, each issued under the Original Resolution. 3 "Prime Rate" shall mean the per annum rate which the SunTrust Bank announces from time to time to be its prime rate, as in effect from time to time. SunTrust Bank's prime rate is a reference or benchmark rate, is purely discretionary and does not necessarily represent the lowest or best rate charged to borrowing customers. SunTrust Bank may make commercial loans or other loans at rates of interest at, above or below SunTrust Bank's prime rate. Each change in SunTrust Bank's prime rate shall be effective from and including the date such change is announced as being effective. "Principal Office" means, with respect to the Lender, the office located at 200 South Orange Avenue, SOAB 6t" Floor, Orlando, Florida 32801, Attention: Not for Profit and Governmental Banking, or such other office as the Lender may designate to the City in writing. "Proposal" means the proposal to purchase the Series 2012 Note submitted to the City by the Lender and attached hereto as Exhibit C. "Refunded Note" shall mean the City's Outstanding Water and Sewer System Refunding Revenue Note, Series 2008. "Series 2003 Bonds" shall mean the City's Water and Sewer System Refunding and Improvement Revenue Bonds, Series 2003. "Series 2010 Note" shall mean the City's Water and Sewer System Refunding Revenue Note, Series 2010. "Series 2012 Note" shall mean the City's Water and Sewer System Refunding Revenue Note, Series 2012, herein authorized to be issued on parity with the Parity Bonds. "State" means the State of Florida. "Supplemental Resolution" shall mean this resolution of the City, supplementing the Original Resolution and adopted and becoming effective in accordance with the terms of Section 7.01 of the Original Resolution. "Taxable Period" shall mean the period of time between (a) the date that interest on the Series 2012 Note is deemed to be includable in the gross income of the Owner thereof for federal income tax purposes as a result of a Determination of Taxability, and (b) the date of the Determination of Taxability. "Taxable Rate" shall mean, upon a Determination of Taxability, the interest rate per annum that shall provide the Owner with the same after tax yield that the Owner would have otherwise received had the Determination of Taxability not occurred, taking into account the increased taxable income of the Owner as a result of such Determination of Taxability. The Owner shall provide sufficient evidence supporting such rate calculation to the City, which statement shall, in the absence of manifest error, be conclusive and binding on the City. 4 SECTION 1.03. Resolution to Constitute Contract. In consideration of the purchase and acceptance of any or all of the Series 2012 Note by those who shall hold the same from time to time, the provisions of the Original Resolution, as supplemented by this Supplemental Resolution, shall be a part of the contract of the City with the Owners of the Series 2012 Note and shall be deemed to be and shall constitute a contract between the City and the Owners from time to time of the Series 2012 Note. The pledge made in the Original Resolution, as supplemented by this Supplemental Resolution, and the provisions, covenants and agreements herein set forth to be performed by or on behalf of the City shall be for the equal benefit, protection and security of the Owners of any and all of said Series 2012 Note. SECTION 1.04. Findings. It is hereby ascertained, determined and declared that: (A) The City owns and operates a combined Water System and Sewer System. (B) No portion of the Pledged Funds are currently pledged or encumbered in any manner, except with respect to the payment of the Parity Bonds and the Refunded Note. (C) The City deems it necessary, beneficial and in its best interest to provide for the refunding of the Refunded Note. Such refunding will be advantageous to the City and serve a paramount public purpose because it will allow the City to realize debt service savings. (D) The estimated sum required for the refunding of the Refunded Note will be derived from the proceeds of the sale of the Series 2012 Note, together with other legally available funds of the City. (E) The principal of and interest on the Series 2012 Note and all other payments provided for in this Supplemental Resolution will be paid solely from the Pledged Funds and shall be on parity with the Parity Bonds and the ad valorem taxing power of the City will never be necessary or authorized to pay the principal of, premium, if any, and interest on the Series 2012 Note and the Series 2012 Note shall not constitute a lien upon any property of the City other than the Pledged Funds. (F) The City has received an offer from the Lender to purchase the Series 2012 Note. (G) The City desires to designate the portion of the Series 2012 Note that exceeds the outstanding principal amount of the Refunded Note as a "qualified tax - exempt obligation" within the meaning of Section 265(b)(3) of the Code. The portion of the Series 2012 Note equal to the outstanding principal amount of the Refunded Note is deemed designated as a "qualified tax exempt obligation" under Section 265(b)(3)(D)(ii) of the Code. (H) The City is adopting this Supplemental Resolution after a public hearing preceded by at least seven (7) days notice of the hearing and the proposed action by publication in a newspaper of general circulation in the City in accordance with the requirements of the Charter of the City. 5 SECTION 1.05. Refunding of Refunded Note. The City does hereby authorize the refunding of the Refunded Note in accordance herewith. Notwithstanding the provisions of this Section 1.05 and Section 5.02(D) of the Original Resolution, prior to the issuance of the Series 2012 Note to refund the Refunded Note, there shall have been obtained and filed with the City a statement of the Financial Advisor that the issuance of the Series 2012 Note will not result in an increase in the aggregate amount of principal of and interest on the Outstanding Bonds under the Original Resolution becoming due in the current Fiscal Year and all subsequent Fiscal Years. SECTION 1.06. Negotiated Sale. Due to the willingness of the Lender to purchase the Series 2012 Note at an interest rate favorable to the City, the characteristics of the Series 2012 Note, prevailing market conditions and additional savings to be realized from an expeditious sale of the Series 2012 Note, it is hereby determined that it is in the best interest of the public and the City to sell the Series 2012 Note through a negotiated sale (rather than through a competitive bid) and such sale to the Lender is hereby authorized and approved upon meeting the terms and conditions contained herein and in the Proposal, the form of which is attached hereto as Exhibit C. Prior to the issuance of the Series 2012 Note, the City shall receive from the Lender a disclosure letter containing the information required by Section 218.385, Florida Statutes: The City Manager, upon the advice of the City's Financial Advisor, Finance Director and City Attorney, is hereby authorized to executed a commitment letter and /or rate lock agreement with the Lender. ARTICLE II AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF SERIES 2012 NOTE SECTION 2.01. Authorization of the Series 2012 Note. Subject and pursuant to the provisions of the Original Resolution and this Supplemental Resolution, an obligation of the City to be known as "City of Ocoee, Florida, Water and Sewer System Refunding Revenue Note, Series 2012" is hereby authorized to be issued under and secured by the Original Resolution, as supplemented by this Supplemental Resolution, in the aggregate principal amount not to exceed $5,400,000, for the purpose of providing funds to pay the costs of refunding the Refunded Note and paying the costs of issuing the Series 2012 Note. SECTION 2.02. Description of the Series 2012 Note. The Series 2012 Note shall be issued in registered form, in a single denomination equal to the principal amount of the Series 2012 Note and dated the date of its execution and delivery, which shall be a date agreed upon by the City and the Lender, subject to the following terms: (A) Interest Rate. The Series 2012 Note shall have a fixed interest rate of not to exceed 2.38 %. The interest rate shall be subject to adjustment as described below, and is herein referred to as the "Interest Rate," calculated on a 360 day year consisting of twelve thirty (30) day months basis; provided, however, that the Interest Rate shall in no event exceed the 6 maximum interest rate permitted by applicable law. (B) Adjustments to Interest Rate. The Interest Rate on the Series 2012 Note may be adjusted as provided below; provided, however, the Interest Rate on the Series 2012 Note shall not exceed the maximum interest rate permitted by applicable law: (1) Upon the occurrence of a Determination of Taxability and for as long as the Series 2012 Note remains outstanding, the Interest Rate on the Series 2012 Note shall be converted to the Taxable Rate. In addition, upon a Determination of Taxability, the City shall pay to the Owner (i) an additional amount equal to the difference between (A) the amount of interest actually paid on the Series 2012 Note during the Taxable Period and (B) the amount of interest that would have been paid during the Taxable Period had the Series 2012 Note borne interest at the Taxable Rate, and (ii) an amount equal to any interest, penalties on overdue interest and additions to tax (as referred to in Subchapter A of Chapter 68 of the Code) owed by the Owner as a result of the Determination of Taxability. (2) So long as no Determination of Taxability shall have occurred, upon the occurrence of a Loss of BQ Status and for as long as the Series 2012 Note remains outstanding, the Interest Rate on the Series 2012 Note shall be converted to the Adjusted BQ Rate. In addition, upon a Loss of BQ Status, the City shall pay to the Owner (i) an additional amount equal to the difference between (A) the amount of interest actually paid on the Series 2012 Note during the period of time from the date of issuance of the Series 2012 Note and the next succeeding Interest Payment Date (as defined below), and (B) the amount of interest that would have been paid during the period in clause (A) had the Series 2012 Note borne interest at the Adjusted BQ Rate, and (ii) an amount equal to any interest, penalties on overdue interest and additions to tax (as referred to in Subchapter A of Chapter 68 of the Code) owed by the Owner as a result of the Loss of BQ Status. (3) If the Maximum Federal Corporate Tax Rate decreases, the Owner shall have the right to adjust (increase) the Interest Rate otherwise borne by the Series 2012 Note to the Adjusted Rate. If the Owner elects to exercise its right to adjust the Interest Rate to the Adjusted Rate pursuant to this paragraph (3), then the Owner shall give notice of such adjustment to the City, providing sufficient evidence supporting such Adjusted Rate calculation, which statement shall, in the absence of manifest error, be conclusive and binding on the City. Such notice of the Adjusted Rate from the Owner to the City shall state the date the Adjusted Rate will take effect, which shall be an Interest Payment Date that is at least thirty (30) days from the date of such notice. 7 (4) Upon the occurrence of an Event of Default as described in Section 6.01 of the Original Resolution or Section 4.05 of this Supplemental Resolution, the Interest Rate shall be adjusted to the Default Rate. (C) Interest Payment Dates. Interest on the Series 2012 Note shall be paid semi - annually, commencing April 1, 2013, and on each April 1 and October 1 thereafter (each an "Interest Payment Date ") until the Maturity Date, unless earlier redeemed. (D) Principal Payment Dates. Principal on the Series 2012 Note shall be paid annually, commencing October 1, 2013, and on the first (1st) day of each October thereafter (each a "Principal Payment Date ") until the Maturity Date, unless earlier redeemed. SECTION 2.03. Application of Series 2012 Note Proceeds. Except as otherwise provided in a certificate of the City delivered in connection with the issuance of the Series 2012 Note, the proceeds derived from the sale of the Series 2012 Note shall, simultaneously with the delivery of the Series 2012 Note to the Lender, be applied by the City as follows: (A) A sufficient amount of the Series 2012 Note proceeds shall be applied to the payment of reasonable and necessary costs and expenses relating to the issuance and delivery of the Series 2012 Note. (B) The City hereby elects not to fund a Reserve Requirement for the Series 2012 Note as permitted by the Original Resolution. (C) A sum as specified by the City shall, together with other legally available funds of the City, if any, be used to prepay, in whole, the Refunded Note by depositing such sums of money with SunTrust Bank, as the Owner of the Refunded Note. SECTION 2.04. Funds and Accounts Secure Owners of the Series 2012 Note. The funds and accounts created pursuant to Section 4.04 of the Original Resolution shall be for the equal benefit and use of the Series 2012 Note as Outstanding Additional Bonds on parity with the Parity Bonds; provided, however, that each respective account in the Reserve Fund for the Parity Bonds solely secures the Parity Bonds. The deposits required in Section 4.05 of the Original Resolution shall be calculated commencing with the month in which the Series 2012 Note is delivered to provide for such deposits to reflect the issuance of the Series 2012 Note. SECTION 2.05. Execution of the Series 2012 Note. The Series 2012 Note 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 or an original impression of the official seal of the City shall be imprinted on the Series 2012 Note. In case any officer whose signature or a facsimile of whose signature shall appear on any Series 2012 Note shall cease to be such officer before the delivery of such Series 2012 Note, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes the same as 8 if he has remained in office until such delivery. Any Series 2012 Note may bear the facsimile signature of or may be signed by such persons who, at the actual time of the execution of such Series 2012 Note, shall be the proper officers to sign such Series 2012 Note although at the date of such Series 2012 Note such persons may not have been such officers. SECTION 2.06. Registration and Exchange of Notes; Persons Treated as Owners. The Series 2012 Note is initially registered to the Lender. So long as the Series 2012 Note shall remain unpaid, the City will keep books for the registration and transfer of the Series 2012 Note. The Series 2012 Note shall be transferable only upon such registration books; provided, however, that the Series 2012 Note may be transferred only in whole and not in part and any such transfer shall be made only to an "accredited investor" as such term is defined in the Securities Act of 1933, as amended, and Regulation D thereunder. Notwithstanding the foregoing, nothing in this Supplemental Resolution or in the Series 2012 Note shall be construed to prohibit the Lender from granting a participation or participations in the Series 2012 Note to any other bank or banks affiliated with the Lender or any subsidiary thereof. The Person in whose name the Series 2012 Note shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of principal and interest on such Series 2012 Note shall be made only to or upon the written order of the Owner. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Series 2012 Note to the extent of the sum or sums so paid. SECTION 2.07. Prepayment. The Series 2012 Note may be prepaid by the City in whole or in part at any time on or after the date that is two (2) years after the date of issuance of the Series 2012 Note, as provided in the Series 2012 Note, without penalty or premium upon two (2) Business Days' prior written notice to the Owner. SECTION 2.08. Form of Series 2012 Note. The Series 2012 Note is to be in substantially the form set forth on Exhibit A, attached hereto, together with such non- material changes as shall be approved by the Mayor, following review by the City Manager, Finance Director and City Attorney, such approval to be conclusively evidenced by the execution thereof by the Mayor. SECTION 2.09. Note Mutilated, Destroyed, Stolen or Lost. In case the Series 2012 Note shall become mutilated, or be destroyed, stolen or lost, the City shall issue and deliver a new Series 2012 Note of like tenor as the Series 2012 Note so mutilated, destroyed, stolen or lost, in exchange and in substitution for such mutilated Series 2012 Note, or in lieu of and in substitution for the Series 2012 Note destroyed, stolen or lost and upon the Owner furnishing the City proof of ownership thereof and indemnity reasonably satisfactory to the City and complying with such other reasonable regulations and conditions as the City may prescribe and paying such expenses as the City may incur. The Series 2012 Note so surrendered shall be canceled. 9 ARTICLE III TAX MATTERS AND ACCOUNTING MATTERS SECTION 3.01. Federal Income Tax Covenants. (A) The City covenants with the Owners of the Series 2012 Note, that it shall not use the proceeds of such Series 2012 Note in any manner which would cause the interest on such Series 2012 Note to be or become includable in the gross income of the Owner thereof for federal income tax purposes. (B) The City covenants with the Owners of the Series 2012 Note that neither the City nor any Person under its control or direction will make any use of the proceeds of the Series 2012 Note (or amounts deemed to be proceeds under the Code) in any manner which would cause the Series 2012 Note to be "arbitrage bonds" within the meaning of Section 148 of the Code and neither the City nor any other Person shall do any act or fail to do any act which would cause the interest on the Series 2012 Note to become includable in the gross income of the Owner thereof for federal income tax purposes. (C) The City hereby covenants with the Owners of the Series 2012 Note that it will comply with all provisions of the Code necessary to maintain the exclusion of interest on the Series 2012 Note from the gross income of the Owner thereof for federal income tax purposes, including, in particular, the payment of any amount required to be rebated to the U.S. Treasury pursuant to the Code. SECTION 3.02. Annual Audit. Notwithstanding the provisions of Section 5.05 of the Original Resolution, the City hereby covenants with the Lender that it will provide such Lender a copy of the audited financial statements of the City (as more fully described in Section 5.05 of the Original Resolution) not more than two hundred ten (210) days after the close of each Fiscal Year. SECTION 3.03. Operating Budget. Notwithstanding the provisions of Section 5.13 of the Original Resolution, the City hereby covenants with the Lender that it will provide such Lender a copy of the detailed budget of the estimated expenditures for the operation and maintenance of the System (as more fully described in Section 5.13 of the Original Resolution) (the "Operating Budget ") not more than thirty (30) days after the adoption of such Operating Budget together with any other information the Lender may reasonably request. ARTICLE IV MISCELLANEOUS SECTION 4.01. Rate Covenant. The City agrees to comply with the terms of the rate covenant as set forth in Section 5.07 of the Original Resolution. 10 SECTION 4.02. Limitation of Rights. With the exception of any rights herein expressly conferred, nothing expressed or mentioned in or to be implied from this Supplemental Resolution or the Series 2012 Note is intended or shall be construed to give to any Person other than the City and the Owner any legal or equitable right, remedy or claim under or with respect to this Supplemental Resolution or any covenants, conditions and provisions herein contained; this Supplemental Resolution and all of the covenants, conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the City and the Owner. SECTION 4.03. Impairment of Contract. The City covenants with the Owner of the Series 2012 Note that it will not, without the written consent of the Owner of the Series 2012 Note, enact any ordinance or adopt any resolution which repeals, impairs or amends in any manner adverse to the Owner the rights granted to the Owner of the Series 2012 Note hereunder. SECTION 4.04. Amendment. This Supplemental Resolution and Sections 5.02, 5.07 and 6.01 of the Original Resolution shall not be modified or amended in any respect subsequent to the issuance of the Series 2012 Note except with the written consent of the Owner of the Series 2012 Note. The City will provide to the Owner of the Series 2012 Note copies of all other amendments to the Original Resolution to the Owner. SECTION 4.05. Event of Default Under This Supplemental Resolution. Failure by the City to comply with the covenants, conditions, agreements and provisions contained in this Supplemental Resolution shall constitute an Event of Default under this Supplemental Resolution. SECTION 4.06. Severability of Invalid Provisions. If any one or more of the covenants, agreements or provisions of this Supplemental Resolution shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, or shall in any manner adversely affect the validity of the Series 2012 Note, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements and provisions of this Supplemental Resolution and shall in no way affect the validity of any of the other covenants, agreements or provisions hereof or of the Series 2012 Note issued hereunder. SECTION 4.07. Remedies. The Owner of the Series 2012 Note shall have available the remedies specified in Section 6.02 of the Original Resolution. In addition to the foregoing, in case of an Event of Default hereunder or under the Original Resolution, the Owner may declare the entire debt remaining unpaid hereunder immediately due and payable, and in any such default and acceleration, the Issuer shall also be obligated to pay as part of the indebtedness evidenced by the Series 2012 Note, all costs of collection and enforcement thereof, including such reasonable attorneys' fees as may be 11 incurred, including on appeal or incurred in any proceeding under any bankruptcy laws as they now or hereafter exist. SECTION 4.08. Business Days. In any case where the due date of interest on or principal of the Series 2012 Note is not a Business Day, then payment of such principal or interest need not be made on such date but may be made on the next succeeding Business Day, with the same force and effect as if made on the nominal date provided herein, and interest shall cease to accrue on the date on which such payment was due if such payment is made on the immediately succeeding Business Day. Section 4.09. Applicable Provisions of Law. This Supplemental Resolution shall be governed by and construed in accordance with the laws of the State. Section 4.10. Rules of Interpretation. Unless expressly indicated otherwise, references to sections or articles are to be construed as references to sections or articles of this instrument as originally executed. Use of the words "herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and other equivalent words refer to this Supplemental Resolution and not solely to the particular portion in which any such word is used. Section 4.11. Captions. The captions and headings in this Supplemental Resolution are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Supplemental Resolution. Section 4.12. City Commission Members of the City Exempt from Personal Liability. No recourse under or upon any obligation, covenant or agreement of this Supplemental Resolution or the Series 2012 Note or for any claim based thereon or otherwise in respect thereof, shall be had against any City Commission Members, as such, of the City, past, present or future, either directly or through the City it being expressly understood (a) that no personal liability whatsoever shall attach to, or is or shall be incurred by, the City Commission Members of the City, as such, under or by reason of the obligations, covenants or agreements contained in this Supplemental Resolution or implied therefrom, and (b) that any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such City Commission Member of the City, as such, are waived and released as a condition of, and as a consideration for, the execution of this Supplemental Resolution and the issuance of the Series 2012 Note, on the part of the City. Section 4.13. Authorizations. The Mayor and any member of the City Commission, the City Manager, the City Attorney, the Finance Director, the Clerk and such other officials and employees of the City as may be designated by the City are each designated as agents of the City in connection with the issuance and delivery of the Series 2012 Note and are authorized and empowered, collectively or individually, to take all action and steps and to execute all instruments, a tax return, a tax certificate, all documents, and contracts on behalf of the City that are necessary or desirable in connection with the execution and delivery of the Series 2012 Note, 12 and which are specifically authorized or are not inconsistent with the terms and provisions of this Supplemental Resolution. Section 4.14. Bank Qualified. The City hereby designates the portion of the Series 2012 Note that exceeds the outstanding principal amount of the Refunded Note as a "qualified tax - exempt obligation" within the meaning of Section 265(b)(3) of the Code. The City and any subordinate entities of the City and any issuer of "tax- exempt" debt that issues "on behalf of" the City do not reasonably expect during the calendar year 2012 to issue more than $10,000,000 of "tax- exempt" obligations including the tax - exempt Series 2012 Note, exclusive of any private activity bonds as defined in Section 141(a) of the Code (other than qualified 501(c)(3) bonds as defined in Section 145 of the Code). The City has previously designated the Refunded Note as a "qualified tax - exempt obligation" within the meaning of Section 265(b)(3) of the Code. The City did not issue more than $10,000,000 of "tax- exempt" obligations during calendar year 2008. So long as the weighted average maturity of the Series 2012 Note does not exceed the remaining weighted average maturity of the Refunded Note (within the meaning of Section 147(b) of the Code), the portion of the Series 2012 Note equal to the outstanding principal amount of the Refunded Note will be deemed designated as a "qualified tax - exempt obligation" as provided in Section 265(b)(3)(D)(ii) of the Code. Section 4.15. Repealer. All resolutions or parts thereof in conflict herewith are hereby repealed. Section 4.16. No Third Party Beneficiaries. Except such other persons as may be expressly described in this Supplemental Resolution or in the Series 2012 Note, nothing in this Supplemental Resolution or in the Series 2012 Note, expressed or implied, is intended or shall be construed to confer upon any person, other than the City and the Lender or subsequent holders, any right, remedy or claim, legal or equitable, under and by reason of this Supplemental Resolution, or any provision thereof, or of the Series 2012 Note, all provisions thereof being intended to be and being for the sole and exclusive benefit of the City, the Lender, and the persons who shall from time to time be the holders. [Remainder of page intentionally left blank] 13 SECTION 4.17. Effective Date. This Supplemental Resolution shall take effect immediately upon its adoption. DULY ADOPTED this 6th day of November, 2012. CITY COMMISSION OF THE CITY OF OCOEE, FLORIDA (SEAL)t -�; l`�t S. Scott Vandergrift, MaYbor ATTEST: • Beth Eikenberry, Clerk i FOR USE AND RELIANCE ONLY BY THE APPROVED BY THE OCOEE CITY CITY OF OCOEE, APPROVED AS TO COMMISSION AT A MEETING HELD ON FORM AND LEGALITY, THIS 6TH DAY OF NOVEMBER 6, 2012 UNDER AGENDA NOVEMBER. ITEM NO. \ • 1 CITY ATT • NEY j: \ wdox\ does \ clients \25136\ 008 \ordres\ 00704811.doc 14 EXHIBIT A FORM OF SERIES 2012 NOTE ANY HOLDER SHALL, PRIOR TO BECOMING A HOLDER, EXECUTE A PURCHASER'S CERTIFICATE CERTIFYING, AMONG OTHER THINGS, THAT SUCH HOLDER IS AN "ACCREDITED INVESTOR" AS SUCH TERM IS DEFINED IN THE SECURITIES ACT OF 1933, AS AMENDED, AND REGULATION D THEREUNDER. DATED DATE: November 9, 2012 MATURITY DATE: October 1, 2026 PRINCIPAL AMOUNT: $ INTEREST RATE: % (subject to adjustment as provided herein) CITY OF OCOEE, FLORIDA WATER AND SEWER SYSTEM REFUNDING REVENUE NOTE, SERIES 2012 The City of Ocoee, Florida (the "City "), a municipal corporation created and existing pursuant to the Constitution and the laws of the State of Florida, for value received, promises to pay from the sources hereinafter provided, to the order of SunTrust Bank or registered assigns (hereinafter, the "Owner "), the principal amount set forth above, together with interest on the principal balance outstanding hereunder from time to time at the Interest Rate per annum set forth above (subject to adjustment as provided herein) based upon a year of 360 days consisting of twelve 30 -day months. This Series 2012 Note is issued pursuant to Article VIII, Section 2 of the Constitution of the State of Florida, Chapter 166, Florida Statutes, the Charter of the City and Resolution No. 93- 20, adopted by the City Commission of the City on February 2, 1993 (the "Original Resolution "), as amended and supplemented from time to time, and as particularly supplemented by Resolution No. 2012 -15, adopted by the City Commission of the City on November 6, 2012 (herein referred to as the "Supplemental Resolution" and, together with the Original Resolution, the "Note Resolution "), and is subject to all the terms and conditions of the Note Resolution. All terms, conditions and provisions of the Note Resolution, including, without limitation, remedies in the Event of Default, are by this reference thereto incorporated herein as a part of this Series 2012 Note. Payment of this Series 2012 Note is secured by the Pledged Funds. Terms used herein in capitalized form and not otherwise defined herein shall have the meanings ascribed thereto in the Note Resolution. • A -1 Principal of and interest on this Series 2012 Note is payable in lawful money of the United States of America at such place as the Owner may designate to the City in writing. The principal of this Series 2012 Note shall be payable in the amounts set forth in Schedule A attached hereto, due each October 1, with an initial principal payment date of October 1, 2013. Interest shall be payable semi - annually, with interest payments due each April 1 and October 1, commencing on April 1, 2013. In any case where the due date of interest on or principal of this Series 2012 Note is not a Business Day, then payment of such principal or interest need not be made on such date but may be made on the next succeeding Business Day, with the same force and effect as if made on the nominal date provided in the Supplemental Resolution, and interest shall cease to accrue on the date on which such payment was due if such payment is made on the immediately succeeding Business Day. All payments by the City pursuant to this Series 2012 Note shall apply first to accrued interest, then to other charges due the Owner, and the balance thereof shall apply to principal. The Interest Rate on this Series 2012 Note may be adjusted as provided below; provided, however, the Interest Rate on this Series 2012 Note shall not exceed the maximum interest rate permitted by applicable law: (1) Upon the occurrence of a Determination of Taxability and for as long as this Series 2012 Note remains outstanding, the Interest Rate on this Series 2012 Note shall be converted to the Taxable Rate. In addition, upon a Determination of Taxability, the City shall pay to the Owner (i) an additional amount equal to the difference between (A) the amount of interest actually paid on this Series 2012 Note during the Taxable Period and (B) the amount of interest that would have been paid during the Taxable Period had this Series 2012 Note borne interest at the Taxable Rate, and (ii) an amount equal to any interest, penalties on overdue interest and additions to tax (as referred to in Subchapter A of Chapter 68 of the Code) owed by the Owner as a result of the Determination of Taxability. (2) So long as no Determination of Taxability shall have occurred, upon the occurrence of a Loss of BQ Status and for as long as this Series 2012 Note remains outstanding, the Interest Rate on this Series 2012 Note shall be converted to the Adjusted BQ Rate. In addition, upon a Loss of BQ Status, the City shall pay to the Owner (i) an additional amount equal to the difference between (A) the amount of interest actually paid on this Series 2012 Note during the period of time from the date of issuance of the Series 2012 Note and the next succeeding interest payment date, and (B) the amount of interest that would have been paid during the period in clause (A) had this Series 2012 Note borne interest at the Adjusted BQ Rate, and (ii) an amount equal to any interest, penalties on overdue A -2 interest and additions to tax (as referred to in Subchapter A of Chapter. 68 of the Code) owed by the Owner as a result of the Loss of BQ Status. (3) If the Maximum Federal Corporate Tax Rate decreases, the Owner shall have the right to adjust (increase) the Interest Rate otherwise borne by this Series 2012 Note to the Adjusted Rate. If the Owner elects to exercise its right to adjust the Interest Rate to the Adjusted Rate pursuant to this paragraph (3), then the Owner shall give notice of such adjustment to the City, providing sufficient evidence supporting such Adjusted Rate calculation, which statement shall, in the absence of manifest error, be conclusive and binding on the City. Such notice of the Adjusted Rate from the Owner to the City shall state the date the Adjusted Rate will take effect, which shall be an Interest Payment Date that is at least thirty (30) days from the date of such notice. (4) Upon the occurrence of an Event of Default as described in Section 6.01 of the Original Resolution or Section 4.05 of the Supplemental Resolution, the Interest Rate shall be adjusted to the Default Rate. This Series 2012 Note may be prepaid by the City in whole or in part at any time on or after the date that is two (2) years after the Dated Date indicated on the first page of this Series 2012 Note, without penalty or premium upon two (2) Business Days' prior written notice to the Owner. THIS SERIES 2012 NOTE 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 SERIES 2012 NOTE THAT SUCH SERIES 2012 NOTEHOLDER SHALL NEVER HAVE THE RIGHT TO REQUIRE OR COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE CITY OR TAXATION OF ANY REAL OR PERSONAL PROPERTY THEREIN FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THIS SERIES 2012 NOTE OR THE MAKING OF ANY OTHER PAYMENTS PROVIDED FOR IN THE BOND RESOLUTION. This Series 2012 Note may be exchanged or transferred by the Owner hereof but only upon the registration books maintained by the City and in the manner provided in the Supplemental Resolution. It is hereby certified, recited and declared that all acts, conditions and prerequisites required to exist, happen and be performed precedent to and in the execution, delivery and the issuance of this Series 2012 Note do exist, have happened and have been performed in due time, form and manner as required by law, and that the issuance of this Series 2012 Note is in full compliance with and does not exceed or violate any constitutional or statutory limitation. A -3 The City has designated this Series 2012 Note as a "qualified tax - exempt" obligation within the meaning of Section 265(b)(3) of the Code. IN WITNESS WHEREOF, the City of Ocoee, Florida has caused this Series 2012 Note to be executed in its name by the manual signature of its Mayor and attested by the manual signature of its City Clerk, and its seal to be impressed hereon, all this 9th day of November, 2012. CITY OF OCOEE, FLORIDA [SEAL] By: - - S. Scott Vaildergrift, Mayor Attest: Beth Eikenberry, City Clerk A -4 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 Note of the City of Ocoee, Florida, and does hereby constitute and appoint , attorney, to transfer the said Series 2012 Note on the books kept for registration thereof, with full power of substitution in the premises. Date: By: (manual signature) NOTICE: No transfer will be registered and no Title: new Series 2012 Note 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 Series 2012 Note every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. Signature Guaranteed by [member firm of the New York Stock Exchange or a commercial bank or a trust company.] A -5 SCHEDULE A Period Ending (October 1) Principal 2013 $ 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 TOTAL $ A -6 EXHIBIT B FORM OF LENDER CERTIFICATE This is to certify that SUNTRUST BANK (the "Lender ") has made a loan (the "Loan ") to the City of Ocoee, Florida (the "Issuer "). The Loan is evidenced by the Issuer's Water and Sewer System Refunding Revenue Note, Series 2012 dated November 9, 2012 (the "Note "). The Lender acknowledges that the Loan is being made as a direct loan and not through the purchase of a municipal security and that the Issuer will not make a filing with the Municipal Securities Rulemaking Board's Electronic Municipal Market Access repository. Any capitalized undefined terms used herein not otherwise defined shall have the meaning set forth in Resolution No. 93 -02 adopted by the City Commission of the Issuer on February 2, 1993, as supplemented by Resolution No. 2012 -015 adopted by the City Commission of the Issuer on November 6, 2012 (together, the "Resolution "). The Lender has conducted its own investigation, to the extent it deems satisfactory or sufficient, into matters relating to business affairs or conditions (either financial or otherwise) of the Issuer in connection with the Loan and no inference should be drawn that the Lender, in the acceptance of said Note, is relying on Note Counsel or Issuer's Counsel as to any such matters other than the legal opinion rendered by Note Counsel, Bryant Miller Olive P.A., and by Issuer's Counsel, Shuffield, Lowman & Wilson, P.A. We acknowledge that no CUSIP numbers or credit ratings have been obtained with respect to the Note. We further acknowledge that we are making the Loan for our own account, we do not currently intend to syndicate the Loan, and we will take no action to cause the Note to be characterized as a security. We are not acting as a broker or other intermediary and are funding the Loan with our own capital and for our own account and not with a present view to a resale or other distribution to the public. The Note will only be sold to an Accredited Investor as such term is defined in the Securities Act of 1933, as amended, and Regulation D. We are a bank as contemplated by Section 517.061(7), Florida Statutes. We are not purchasing the Note for the direct or indirect promotion of any scheme or enterprise with the intent of violating or evading any provision of Chapter 517, Florida Statutes. We are an "accredited investor" as such term is defined in the Securities Act of 1933, as amended, and Regulation D thereunder. This Certificate is furnished by us as Lender based solely on our knowledge on the day hereof and is solely for the benefit of the Issuer and may not be relied upon by, or published or communicated to, any other person without our express written consent. We disclaim any obligation to supplement this letter to reflect any facts or circumstances that may hereafter come to our attention. B -1 Dated this 9th day of November, 2012. SUNTRUST BANK By: Name: William C. Jones Title: First Vice President B -2 EXHIBIT C SUNTRUST PROPOSAL TERM SHEET FIXED RATE Borrower: City of Ocoee, Florida (the "City ") Bank: SunTrust Bank Contact: William C. Jones First Vice President SunTrust Bank 200 S. Orange Avenue, SOAB 6 Floor Mail Code: FL -ORL -2063 Orlando, FL 32801 Phone: 407 - 237 -5909 Facility Type: Bank Qualified Loan in the form of a tax - exempt Note (the "Note ") issued by the City of Ocoee. The issuance must be a "tax exempt obligation" under Section 265(b)(3) of the Internal Revenue Code. Purpose: The proceeds from the Water & Sewer System Refunding Revenue Note, Series 2012 will be used to current refund the City's outstanding Water & Sewer System Refunding Revenue Note, Series 2008. Amount: Up to $5,400,000.00 Terms: Interest shall be payable semi - annually on April 1 and October 1, beginning on April 1, 2013. Principal payments shall be due annually on October 1 of each year, commencing October 1, 2013, with a final maturity date of October 1, 2026. Debt service payments are based on the current principal amortization schedule as follows: 10/1/13 $20,000 10/1/14 $20,000 10/1/15 $25,000 10/1/16 $25,000 10/1/17 $430,000 10/1/18 $445,000 10/1/19 $465,000 10/1/20 $485,000 10/1/21 $505,000 10/1/22 $525,000 10/1/23 $550,000 10/1/24 $570,000 10/1/25 $595,000 10/1/26 $620,000 C -1 Security: Payable solely from and secured by a prior lien upon and pledge of the Net Revenues of the Water and Sewer System as defined in Resolution 93 -02. Interest Rate Options: 14 Year fully amortizing structure (pre - payable without penalty): The Bank Qualified interest rate shall be 2.34% and will be fixed through the Maturity Date. Interest is payable based on a 30/360 day count basis. The indicative interest rate is shown as of October 16, 2012. Rate Lock Option: For any of the above mentioned options, a rate lock is available for thirty (30) days from the date of this letter, October 16, 2012 to November 15, 2012, at an additional cost of 4 basis points added to the applicable interest rate option. Maturity Date: October 1, 2026 Prepayment: Prepayable without penalty After -Tax Yield Maintenance: • The interest rates quoted herein take into consideration a marginal maximum federal corporate tax rate of 35 %. In the event of a decrease in the marginal maximum corporate tax rate, the Bank shall have the right to adjust the interest rate upwards in order to maintain the same after tax yield for the Bank. a If a determination of taxability event occurs the rate will be adjusted upward to a fixed rate equal to a rate determined necessary by Bank to maintain the same after -tax yield effective as of the date of the determination of taxability event. Upon an occurrence of a Determination of Taxability, the Borrower hereby agrees to pay to the Bank (i) an additional amount equal to the difference between (A) the amount of interest paid on the Note during the Taxable Period and (B) the amount of interest that would have been paid on the Note during the Taxable Period had the Bonds borne interest at the Taxable Rate, plus (ii) an amount equal to any interest, penalties on overdue interest and additions to tax (as referred to in Subchapter A of Chapter 68 of the Code) owed by the Bank as a result of the occurrence of a Determination of Taxability. • If it is determined that the Note does not qualify as BQ, the Bank shall have the right to adjust the interest rate upwards in order to maintain the same after tax yield if the Note fails to be eligible as a qualified tax - exempt obligation under Section 265(b)(3) of the Internal Revenue Code. Financing Documents: Financing Documents will include, but not be limited to, a Note, Loan Agreement and authorizing Resolution. C -2 Legal Fees: Our proposed bank counsel is Ed Vogel at Holland & Knight in Lakeland, Florida. Fees for our counsel will be: (a) $3,500.00 if our counsel reviews documentation prepared by the counsel to the Borrower Covenants and Conditions A) All matters relating to this loan, including all instruments and documents required, are subject to the Bank's policies and procedures in effect, applicable governmental regulations and /or statutes, and approval by the Bank and the Bank's Counsel. B) Borrower shall submit to the Bank annual financial statements within 210 days of fiscal year end and an annual budget within 30 days of adoption, together with any other information the Bank may reasonably request. C) Borrower shall be required to deliver a written opinion from Borrower's Counsel, in form and substance acceptable to the Bank and Bank's Counsel, that all documents are valid, binding and enforceable in accordance with their terms, that execution and delivery of said documents has been duly authorized, and addressing such other matters as the Bank and the Bank's Counsel deem appropriate. D) The Borrower shall comply with and agree to such other covenants, terms, and conditions that may be reasonably required by the Bank and its counsel and are customary in financings of this nature. These covenants would include, but are not to be limited to, covenants regarding compliance with laws and regulation, remedies in the event of default and the right of Bank to transfer and assign the Bond. E) The Borrower agrees to have the principal and interest payments collected via ACH Direct Debit from a SunTrust Bank account of their choice. F) The City shall agree not to refinance this debt for two (2) years from the date of closing. G) The Borrower shall not issue additional parity debt secured Water and Sewer System Revenues unless the maximum annual debt service coverage for both the existing and proposed debt service exceeds 1.10:1.0 for the preceding twelve months. H) The "Bank- Qualified" interest rate quoted herein assumes the obligation is a "qualified tax - exempt obligation" as defined in Section 265(b) (3) of the Internal Revenue Service Code.] Receipt of opinion from Bond Counsel in form and substance satisfactory to the Bank, which shall include, without limitation, opinion that the interest on the Note is excludable from gross income of the owners thereof for federal income tax purposes and that the Note is a qualified tax - exempt obligation under Section 265 (b)(3) of the Internal Revenue Code.. I) The City covenants to fix, establish, revise from time to time, whenever necessary, maintain and collect always such fees, rates, rentals and other charges for the use of the products, services and facilities of the System which will always provide System Revenues in each year sufficient to pay all operating and maintenance expenses of the System, 110% of the Bond Debt Service Requirement coming due in such year on all Outstanding Bonds and 100% of all other deposits required to be made pursuant to applicable Bond Resolutions. C -3