HomeMy WebLinkAboutResolution 99-04
RESOLUTION NO. 99-04
A RESOLUTION AUTHORIZING THE ISSUANCE BY THE CITY OF OCOEE,
FLORIDA OF NOT TO EXCEED $12,000,000 IN AGGREGATE PRINCIPAL
AMOUNT OF CITY OF OCOEE, FLORIDA CAPITAL IMPROVEMENT
REFUNDING REVENUE BONDS, SERIES 1999 FOR THE PURPOSE OF
PAYING THE COSTS OF ACQUIRING AND CONSTRUCTING CERTAIN
CAPITAL IMPROVEMENTS WITIllN THE CITY AND REFUNDING CERTAIN
INDEBTEDNESS INCURRED BY THE CITY; PLEDGING SALES TAX
REVENUES TO SECURE PAYMENT OF THE PRINCIPAL OF AND INTEREST
ON SUCH BONDS; MAKING CERTAIN COVENANTS AND AGREEMENTS
FOR THE BENEFIT OF THE HOLDERS OF SUCH BONDS; AUTHORIZING
CERTAIN OFFICIALS AND EMPLOYEES OF THE CITY TO TAKE ALL
ACTIONS REQUIRED IN CONNECTION WITH THE SALE, ISSUANCE AND
DELIVERY OF THE SERIES 1999 BONDS; APPOINTING AN INSURER FOR
THE SERIES 1999 BONDS TO PROVIDE BOND INSURANCE AND A
RESERVE ACCOUNT SURETY; PROVIDING CERTAIN OTHER MATTERS
IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE.
TABLE OF CONTENTS
Page No.
ARTICLE I
GENERAL
SECTION 1.01. Definitions ................................................... 1
SECTION 1.02. Authority for Resolution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 1.03. Resolution to Constitute Contract. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
SECTION 1.04. Findings..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 1.05. Initial Proiect ................................................. 7
ARTICLE II
AUTHORIZATION, TERMS, EXECUTION
AND REGISTRATION OF BONDS
SECTION 2.01. Authorization of Bonds .........................................8
SECTION 2.02. Authorization and Description of Series 1999 Bonds ................... 8
SECTION 2.03. Application of Series 1999 Bond Proceeds: Transfer of Proceeds of
Series 1996 Note .......................................... 9
SECTION 2.04. Execution of Bonds ........................................... 10
SECTION 2.05. Authentication ............................................... 10
SECTION 2.06. Temporary Bonds .............................................10
SECTION 2.07. Bonds Mutilated. Destroyed. Stolen or Lost. . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 2.08. Transfer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 2.09. Coupon Bonds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 2.10. Book Entry. ................................................. 13
SECTION 2.11. Form of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE III
REDEMPTION OF BONDS
SECTION 3.01. Privilege of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 3.02. Selection of Bonds to be Redeemed. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 3.03. Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 3.04. Redemption of Portions of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 3.05. Payment of Redeemed Bonds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
ARTICLE IV
SECURITY, SPECIAL FUNDS AND
APPLICATION THEREOF
SECTION 4.01. Bonds not to be Indebtedness ofIssuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 4.02. Security for Bonds. . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 4.03. Construction Fund ............................................23
SECTION 4.04. Funds and Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 4.05. Flow of Funds ............................................... 24
SECTION 4.06. Investments ................................................. 28
SECTION 4.07. Separate Accounts. .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
ARTICLE V
SUBORDINATED INDEBTEDNESS,
ADDITIONAL BONDS, COVENANTS OF ISSUER, BOND INSURANCE
SECTION 5.01. Subordinated Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 5.02. Issuance of Additional Bonds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 5.03. Bond Anticipation Notes .......................................30
SECTION 5.04. Books and Records ........................................... 30
SECTION 5.05. Annual Audit ................................................ 30
SECTION 5.06. No Impairment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 5.07. Collection of Sales Tax Revenues. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 5.08. Federal Income Tax Covenants: Taxable Bonds ......................31
SECTION 5.09. Appointment ofInsurer and Supplemental Provisions Regarding Insurer
for Series 1999 Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 5.10. Provisions Relating to Reserve Account Insurance Policy. . . . . . . . . . . . . . . 35
ARTICLE VI
DEFAULTS AND REMEDIES
SECTION 6.01. Events of Default ..................... . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 6.02. Remedies ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 6.03. Directions to Trustee as to Remedial Proceedings. . . . . . . . . . . . . . . . . . . . . 38
SECTION 6.04. Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 6.05. Waiver of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 6.06. Application of Moneys After Default ..............................38
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ARTICLE VII
SUPPLEMENTAL RESOLUTIONS
SECTION 7.01. Supplemental Resolutions Without-Bondholders' Consent. . . . . . . . . . . . . . . 40
SECTION 7.02. Supplemental Resolutions with Bondholders' Consent. . . . . . . . . . . . . . . . . . 40
SECTION 7.03. Supplemental Resolutions with Insurer's Consent in lieu of Bondholders'
Consent ................................................ 42
ARTICLE VIII
MISCELLANEOUS
SECTION 8.01. Defeasance....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 8.02. Sale of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 8.03. General Authority. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 8.04. No Third Party Beneficiaries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 8.05. No Personal Liability .......................................... 44
SECTION 8.06. Severability ofInvalid Provisions .................................45
SECTION 8.07. Repeal ofInconsistent Resolutions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 8.08. Effective Date ............................................... 45
EXHIBIT A -
EXHIBIT B -
INITIAL PROJECT DESCRIPTION
PERMITTED INVESTMENTS
[Remainder of page intentionally left blank]
III
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OCOEE CITY,
FLORIDA:
ARTICLE I
GENERAL
SECTION 1.01. Definitions. When used in this Resolution, the following terms shall have
the following meanings, unless the context clearly otherwise requires:
"Act" shall mean Chapter 166, Part II, and Chapter 218, Part VI, Florida Statutes, as
amended, the Constitution of the State of Florida, the City Charter of the Issuer, and other applicable
provisions of law.
"Additional Bonds" shall mean the obligations issued at any time under the provisions of
Section 5.02 hereof on a parity with the Series 1999 Bonds.
"Additional Project" shall mean the acquisition, construction or reconstruction of capital
improvements and shall include all property rights, easements, franchises and equipment relating
thereto and deemed necessary or convenient for the construction or acquisition or the operation
thereof which are financed in whole or in part with the proceeds of Additional Bonds.
"Amortization Installment" shall mean an amount designated as such by Supplemental
Resolution of the Issuer and established with respect to any Term Bonds.
"Annual Debt Service" shall mean, with respect to any Fiscal Year, the aggregate amount of
(1) all interest required to be paid on the Outstanding Bonds during such Fiscal Year, except to the
extent that such interest is to be paid from deposits in the Construction Fund or the Interest Account
made from Bond proceeds, (2) all principal of Outstanding Serial Bonds maturing in such Fiscal Year,
and (3) all Amortization Installments herein designated with respect to such Fiscal Year.
"Authorized Issuer Officer" shall mean any person authorized by resolution of the Issuer to
perform such act or sign such document.
"Bond Amortization Account" shall mean the separate account in the Debt Service Fund
established pursuant to Section 4.04 hereof
"Bond Counsel" shall mean any attorney at law or firm of attorneys, of nationally recognized
standing in matters pertaining to the exclusion from gross income for federal income tax purposes of
interest on obligations issued by states and political subdivisions, and duly admitted to practice law
before the highest court of any state of the United States of America.
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"Bond Year" shall mean the period commencing on the day after principal on the Bonds is due
and ending on the date the following year which is the day principal on the Bonds is due.
"Bondholder" or "Holder" or "holder" or any similar term, when used with reference to a
Bond or Bonds, shall mean any person who shall be the registered owner of any Outstanding Bond
or Bonds as provided in the registration books of the Issuer.
"Bonds" shall mean the Series 1999 Bonds, together with any Additional Bonds issued
pursuant to this Resolution.
"Clerk" shall mean the City Clerk of the Issuer, or such other person as may be duly
authorized by the Issuer to act on his or her behalf
"Code" shall mean the Internal Revenue Code of 1986, as amended, and the regulations and
rules thereunder in effect or proposed.
"Construction Fund" shall mean the City ofOcoee, Florida, Capital Improvement Revenue
Bonds Construction Fund established pursuant to Section 4.03 hereof
"Cost" when used in connection with a Project, shall mean (1) the Issuer's cost of physical
construction; (2) costs of acquisition by or for the Issuer of such Project; (3) costs of land and
interests therein and the costs of the Issuer incidental to such acquisition; (4) the cost of any
indemnity and surety bonds and premiums for insurance during construction; (5) all interest due to
be paid on the Bonds and other obligations relating to the Project during the construction period of
such Project and for a reasonable period thereafter; (6) engineering, legal and other consultant fees
and expenses; (7) costs and expenses incidental to the issuance of the Bonds for up to one year,
including the fees and expenses of any auditors, Paying Agent, Registrar or depository; (8) payments,
when due (whether at the maturity of principal or the due date of interest or upon redemption) on any
indebtedness of the Issuer (other than the Bonds) incurred for such Project; (9) costs of machinery
or equipment required by the Issuer for the commencement of operation of such Project; or (10) any
other costs properly attributable to such construction or acquisition, as determined by generally
accepted accounting principles and shall include reimbursement to the Issuer for any such items of
Cost heretofore paid by the Issuer. Any Supplemental Resolution may provide for additional items
to be included in the aforesaid Costs.
"Debt Service Fund" shall mean the City of Ocoee, Florida, Capital Improvement Revenue
Bonds Debt Service Fund established pursuant to Section 4.04 hereof
"Federal Securities" shall mean direct obligations of (including obligations issued or held in
book entry form on the books of) the Department of Treasury of the United States of America and
obligations fully and unconditionally guaranteed as to timely payment by the United States of
America, provided, that the full faith and credit of the United States of America must be pledged to
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any such direct obligation or guarantee and that no such obligation shall permit redemption prior to
maturity at the option of the obligor.,
"Fiscal Year" shall mean the period commencing on October 1 of each year and continuing
through the next succeeding September 30, or such other period as may be prescribed by law.
"Initial Project" shall mean the capital improvements specifically set forth on Exhibit A,
including, without limitation, all property rights, appurtenances, easements, franchises and equipment
relating thereto and deemed necessary or convenient for the acquisition, construction, erection
thereof, in accordance with certain plans on file or to be on file with the Clerk, with such changes,
substitutions, deletions, additions or modifications to the enumerated improvements, equipment and
facilities, or such other improvements as approved by the City Commission of the Issuer in a
Supplemental Resolution in accordance with the Act.
"Insurance Policy" shall mean the insurance policy issued by the Insurer guaranteeing the
scheduled payment of principal of and interest on the Bonds when due.
"Insurer" shall mean Financial Security Assurance, Inc., a New York stock insurance
company, or any successor thereto or assignee thereof
"Interest Account" shall mean the separate account in the Debt Service Fund established
pursuant to Section 4.04 hereof
"Interest Date" shall be such date or dates for the payment of interest on a Series of Bonds
as shall be provided by Supplemental Resolution.
"Issuer" or "City" shall mean the City of Ocoee, Florida.
"Maximum Annual Debt Service" shall mean the largest amount of Annual Debt Service for
any Fiscal Year in which Bonds shall be Outstanding, excluding all Fiscal Years which shall have
ended prior to the Fiscal Year in which Maximum Annual Debt Service shall be computed.
"Maximum Interest Rate" shall mean, with respect to any particular Variable Rate Bonds, a
numerical rate of interest, which shall be set forth in the Supplemental Resolution of the Issuer
delineating the details of such Bonds, that shall be the maximum rate of interest such Bonds may at
any time bear in the future in accordance with the terms of such Supplemental Resolution.
"Mayor" shall mean the Mayor of the Issuer, or in his or her absence, the Vice Mayor of the
Issuer, or such other person as may be duly authorized by the Mayor to act on his or her behalf
"Outstanding" when used with reference to Bonds and as of any particular date, shall describe
all Bonds theretofore and thereupon being authenticated and delivered except, (1) any Bond in lieu
of which another Bond or other Bonds have been issued under an agreement to replace lost, mutilated
3
or destroyed Bonds, (2) any Bond surrendered by the Holder thereof in exchange for another Bond
or other Bonds under Sections 2.06 and 2.08 hereof, and (3) Bonds canceled after purchase in the
open market or because of payment at or redemption prior to maturity.
"Paying Agent" shall mean any paying agent for Bonds appointed by or pursuant to a
Supplemental Resolution and its successors or assigns, and any other Person which may at any time
be substituted in its place pursuant to this Resolution.
"Permitted Investments" shall mean only investments authorized pursuant to the laws of the
State, as described on Exhibit B hereto.
"Person" shall mean an individual, a corporation, a partnership, an association, a joint stock
company, a trust, any unincorporated organization or governmental entity.
"Pledged Funds" shall mean (1) the Sales Tax Revenues, and (2) until applied in accordance
with the provisions of this Resolution, all moneys, including the investments thereof, in the funds and
accounts established hereunder, with the exception of the Unrestricted Revenue Account.
"Principal Account" shall mean the separate account in the Debt Service Fund established
pursuant to Section 4.04 hereof
"Project" shall mean the Initial Project and any Additional Project.
"Redemption Price" shall mean, with respect to any Bond or portion thereof, the principal
amount or portion thereof, plus the applicable premium, if any, payable upon redemption thereof
pursuant to such Bond or this Resolution.
"Refunded Bonds" shall mean the remaining outstanding principal amount of the Series 1991
Bonds and the Series 1996 Note.
"Registrar" shall mean any registrar for the Bonds appointed by or pursuant to a Supplemental
Resolution and its successors and assigns, and any other Person which may at any time be substituted
in its place pursuant to Supplemental Resolution.
"Reserve Account" shall mean the separate account in the Debt Service Fund established
pursuant to Section 4.04 hereof
"Reserve Policy" shall mean, with respect to the Series 1999 Bonds, the Reserve Account
Policy issued by the Insurer, in lieu of a cash deposit, that satisfies the Reserve Account Requirement
following the issuance of the Series 1999 Bonds.
"Reserve Account Requirement" shall mean, as of any date of calculation, an amount equal
to the lesser of (1) Maximum Annual Debt Service for all Outstanding Bonds, (2) 125% of the
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average annual debt service for all Outstanding Bonds, or (3) the maximum amount allowed under
the Code in order to maintain the exclusion of interest on the Outstanding Bonds (other than Taxable
Bonds). In computing the Reserve Account Requirement in respect of any Bonds that constitute
Variable Rate Bonds, the interest rate on such Bonds shall be assumed to be the greater of (a) ll001c>>
of the daily average interest rate on such Variable Rate Bonds during the 12 months ending with the
month preceding the date of calculation, or such shorter period of time that such Bonds shall have
been Outstanding, or (b) the actual rate of interest borne by the Variable Rate Bonds on such date
of calculation.
"Resolution" shall mean this Resolution, as' the same may from time to time be amended,
modified or supplemented by Supplemental Resolution.
"Restricted Revenue Account" shall mean the separate account in the Revenue Fund
established pursuant to Section 4.04 hereof
"RevemJe Fund" shall mean the City ofOcoee, Florida Capital Improvement Revenue Bonds
Revenue Fund established pursuant to Section 4.04 hereof.
"Sales Tax RevemJes" shall mean all of the legally available proceeds of the local government
half-cent sales tax, as defined and described in, and distributed to the Issuer under, Chapter 218, Part
VI, Florida Statutes, as amended.
"Serial Bonds" shall mean all of the Bonds other than the Term Bonds.
"Series" shall mean all the Bonds delivered on original issuance in a simultaneous transaction
and identified pursuant to Sections 2.01 and 2.02 hereof or a Supplemental Resolution authorizing
the issuance by the Issuer of such Bonds as a separate Series, regardless of variations in maturity,
interest rate, Amortization Installments or other provisions.
"Series 1991 Bonds" shall mean the Issuer's Capital Improvement Revenue Bonds, Series
1991, issued in the original principal amount of $2,580,000.
"Series 1996 Note" shall mean the Issuer's Capital Improvement Revenue Promissory Note,
Series 1996, issued in the original principal amount ofS4,840,000.
"Series 1999 Bonds" shall mean the Issuer's Capital Improvement Refunding Revenue Bonds,
Series 1999 authorized pursuant to Section 2.02 hereof
"State" shall mean the State of Florida.
"Subordinated Indebtedness" shall mean that indebtedness of the Issuer, subordinate and
junior to the Bonds, issued in accordance with the provisions of Section 5.01 hereof
5
"Supplemental Resolution" shall mean any resolution of the Issuer amending or supplementing
this Resolution adopted and becoming effective in accordance with the terms of Sections 7.01, 7.02
and 7.03 hereof
"Taxable Bond" shall mean any Bond which states, in the body thereof, that the interest
income thereon is includable in the gross income of the Holder thereof for federal income tax
purposes or that such interest is subject to federal income taxation.
"Term Bonds" shall mean those Bonds which shall be designated as Term Bonds hereby or
by Supplemental Resolution of the Issuer and which are subject to mandatory redemption by
Amortization Installments.
"Unrestricted Revenue Account" shall mean the separate account in the Revenue Fund
established pursuant to Section 4.04 hereof
"Variable Rate Bonds" shall mean Bonds issued with a variable, adjustable, convertible or
other similar rate which is not fixed in percentage for the entire term thereof at the date of issue.
The terms "herein," "hereunder," "hereby," "hereto," "hereof" and any similar terms, shall refer
to this Resolution; the term heretofore shall mean before the date of adoption of this Resolution; and
the term "hereafter" shall mean after the date of adoption of this Resolution.
Words importing the masculine gender include every other gender.
Words importing the singular number include the plural number, and vice versa.
SECTION 1.02. Authority for Resolution. This Resolution is adopted pursuant to the
provisions of the Act.
SECTION 1.03. Resolution to Constitute Contract. In consideration of the purchase and
acceptance of any or all of the Bonds by those who shall hold the same from time to time, the
provisions of this Resolution shall be a part of the contract of the Issuer with the Holders of the
Bonds and shall be deemed to be and shall constitute a contract between the Issuer and the Holders
from time to time of the Bonds. The pledge made in this Resolution and the provisions, covenants
and agreements herein set forth to be performed by or on behalf of the Issuer shall be for the equal
benefit, protection and security of the Holders of any and all of said Bonds. All of the Bonds,
regardless of the time or times of their issuance or maturity, shall be of equal rank without preference,
priority or distinction of any of the Bonds over any other thereof except as expressly provided in or
pursuant to this Resolution.
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SECTION 1.04. Findings. It is hereby ascertained, determined and declared:
(A) That the Issuer deems it necessary, desirable and in the best interests of the Issuer and
its citizens that the Initial Project be acquired, constructed and erected and that the Refunded Bonds
be refunded.
(B) That the Initial Project and the refunding of the Refunded Bonds shall be financed with
the proceeds of the Series 1999 Bonds, together with certain other legally available funds of the
Issuer.
(C) That in order to preserve and protect the public health, safety and welfare of the
inhabitants of the Issuer, it is necessary and desirable to acquire, design and construct the Initial
Project.
(0) That the Issuer deems it necessary, beneficial and in its best interest to provide for the
refunding of the Refunded Bonds. Such refunding will be advantageous to the Issuer by revising the
terms and covenants previously made for the benefit of the holders of the Refunded Bonds and by
providing interest cost savings to the Issuer,
(E) That, prior to the issuance of the Series 1999 Bonds, the Sales Tax Revenues will not be
pledged or encumbered in any manner.
(F) That the estimated Pledged Funds will be sufficient to pay the principal of and interest
on the Series 1999 Bonds, as the same become due, and all other payments provided for in this
Resolution.
(G) That the principal of and interest on the Bonds and all other payments provided for in
this Resolution will be paid solely from the Pledged Funds; and the ad valorem taxing power of the
Issuer will never be necessary or authorized to pay the principal of and interest on the Bonds and,
except as otherwise provided herein, the Bonds shall not constitute a lien upon any property of the
Issuer.
(H) That the Issuer adopted this Resolution after a public hearing preceded by at least seven
(7) days notice of the hearing and the proposed action by publication in a newspaper of general
circulation in the City in accordance with the requirements of the City Charter of the Issuer.
SECTION 1.05. Initial Proiect. The Issuer does hereby authorize the acquisition,
construction and erection of the Initial Project in accordance with Exhibit "A" attached hereto and
made a part hereof
(End of Article I]
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ARTICLE II
AUTHORIZATION, TERMS, EXECUTION
AND REGISTRATION OF BONDS
SECTION 2.01. Authorization of Bonds. This Resolution creates an issue of Bonds of the
Issuer to be designated as "City ofOcoee, Florida Capital Improvement Revenue Bonds" which may
be issued in one or more Series as hereinafter provided. The aggregate principal amount of the Bonds
which may be executed and delivered under this Resolution is not limited except as is or may
hereafter be provided in this Resolution or as limited by the Act or by law.
The Bonds may, if and when authorized by the Issuer pursuant to this Resolution, be issued
in one or more Series, with such further appropriate particular designations added to or incorporated
in such title for the Bonds of any particular Series as the Issuer may determine and as may be
necessary to distinguish such Bonds from the Bonds of any other Series. Each Bond shall bear upon
its face the designation so determined for the Series to which it belongs.
The Bonds shall be issued for such purpose or purposes; shall bear interest at such rate or
rates not exceeding the maximum rate permitted by law; and shall be payable in lawful money of the
United States of America on such dates; all as determined by Supplemental Resolution of the Issuer.
The Bonds shall be issued in denominations of $5,000 or integral multiples thereof, in such
form, whether coupon or registered; shall be dated such date; shall bear such numbers; shall be
payable at such place or places~ shall contain such redemption provisions; shall have such Paying
Agents and Registrars; shall mature in such years and amounts; shall provide that the proceeds thereof
be used in such manner; all as determined by Supplemental Resolution of the Issuer.
SECTION 2.02. Authorization and Description of Series 1999 Bonds. A Series of Bonds
entitled to the benefit, protection and security of this Resolution is hereby authorized in an aggregate
principal amount of not to exceed $12,000,000 for the principal purposes of acquiring and
constructing the Initial Project, refunding the Refunded Bonds, paying the premiums associated with
the issuance of the Insurance Policy and the Reserve Account Policy, and paying certain costs of
issuance incurred with respect to such Series. Such Series shall be designated as, and shall be
distinguished from the Bonds of all other Series by the title "City of Ocoee, Florida, Capital
Improvement Refunding Revenue Bonds, Series 1999," provided the Issuer may change such
designation in the event that the total authorized amount of Series 1999 Bonds are not issued in a
simultaneous transaction or the Series 1999 Bonds are not issued in calendar year 1999.
The Series 1999 Bonds shall be dated as of the first day of the month in which occurs the
delivery of the Series 1999 Bonds to the purchaser or purchasers thereof or such other date as may
be set forth by Supplemental Resolution of the Issuer; shall be issued as fully registered Bonds; shall
be numbered consecutively from one upward in order of maturity preceded by the letter "R"; shall
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be in such denominations and shall bear interest at a rate or rates not exceeding the maximum rate
allowed by Florida law, payable in such manner and on such dates; shall consist of such amounts of
Serial Bonds, Term Bonds and Variable Rate Bonds; maturing in such amounts or installments and
in such years not exceeding forty (40) years from their date~ shall be payable in such place or places;
shall have such Paying Agents and Registrars; and shall contain such redemption provisions; all as the
Issuer shall provide hereafter by Supplemental Resolution.
The principal of or Redemption Price, if applicable, on the Series 1999 Bonds are payable
upon presentation and surrender of the Series 1999 Bonds at the designated office of the Paying
Agent. Interest payable on any Series 1999 Bond on any Interest Date will be paid by check or draft
of the Paying Agent to the Holder in whose name such Bond shall be registered at the close of
business on the date which shall be the fifteenth day (whether or not a business day) of the calendar
month next preceding such Interest Date, or, unless otherwise provided by Supplemental Resolution,
at the option of the Paying Agent, and at the request and expense of such Holder, by bank wire
transfer for the account of such Holder. In the event the interest payable on any Series 1999 Bond
is not punctually paid or duly provided for by the Issuer on such Interest Date, such defaulted interest
will be paid to the Holder in whose name such Bond shall be registered at the close of business on
a special record date for the payment of such defaulted interest as established by notice to such
Holder, not less than ten days preceding such special record date. All payments of principal of or
Redemption Price, if applicable, and interest on the Series 1999 Bonds shall be payable in any coin
or currency of the United States of America which at the time of payment is legal tender for the
payment of public and private debts.
SECTION 2.03. Application of Series 1999 Bond Proceeds: Transfer of Proceeds of Series
1996 Note. Except as otherwise provided by Supplemental Resolution, the proceeds derived from
the sale of the Series 1999 Bonds, including accrued interest and premium, if any, shall,
simultaneously with the delivery of the Series 1999 Bonds to the purchaser or purchasers thereof, be
applied by the Issuer as follows:
(A) Accrued interest shall be deposited in the Interest Account and shall be used only for the
purpose of paying the interest which shall thereafter become due on the Series 1999 Bonds.
(B) A sufficient amount of the Series 1999 Bond proceeds shall be applied to the payment of
costs and expenses relating to the issuance of the Series 1999 Bonds which must be paid upon
delivery of the Series 1999 Bonds, including the premium for the Insurance Policy, the premium for
the Reserve Account Policy, and legal fees and expenses. Such amount may, at the option of the
Issuer, be deposited in and disbursed from the Construction Fund.
(C) A sum sufficient, together with the investment earnings thereon, to pay the remaining
principal, interest and redemption premium, if any, of the Series 1991 Bonds shall be deposited in an
irrevocable escrow account established for the holders of the Series 1991 Bonds, and held as cash
or invested in Federal Securities.
9
(0) A sum sufficient to pay the remaining principal of and interest on the Series 1996 Note
shall be transferred to the holder of the Series 1996 Note.
(E) The balance of the Series 1999 Bond proceeds shall be deposited in the Construction
Fund.
The balance of the proceeds in the approximate amount of $ 1,650,900 which are in the project
fund created with respect to the Series 1996 Note shall be transferred to be held pursuant to this
Resolution and used for the projects authorized pursuant to the resolutions which the Series 1996
Note were issued.
SECTION 2.04. Execution of Bonds. The Bonds shall be executed in the name of the Issuer
with the manual or facsimile signature of the Mayor and the official seal of the Issuer shall be
imprinted thereon, attested and countersigned with the manual or facsimile signature of the Clerk.
In case anyone or more of the officers who shall have signed or sealed any of the Bonds or whose
facsimile signature shall appear thereon shall cease to be such officer of the Issuer before the Bonds
so signed and sealed have been actually sold and delivered, such Bonds may nevertheless be sold and
delivered as herein provided and may be issued as if the person who signed or sealed such Bonds had
not ceased to hold such office. Any Bond may be signed and sealed on behalf of the Issuer by such
person who at the actual time of the execution of such Bond shall hold the proper office of the Issuer,
although, at the date of such Bond, such person may not have held such office or may not have been
so authorized. The Issuer may adopt and use for such purposes the facsimile signatures of any such
persons who shall have held such offices at any time after the date of the adoption of this Resolution,
notwithstanding that either or both shall have ceased to hold such office at the time the Bonds shall
be actually sold and delivered.
SECTION 2.05. Authentication. No Bond of any Series shall be secured hereunder or be
entitled to the benefit hereof or shall be valid or obligatory for any purpose unless there shall be
manually endorsed on such Bond a certificate of authentication by the Registrar or such other entity
as may be approved by the Issuer for such purpose. Such certificate on any Bond shall be conclusive
evidence that such Bond has been duly authenticated and delivered under this Resolution. The form
of such certificate shall be substantially in the form provided in Section 2.11 hereof
SECTION 2.06. Temporary Bonds. Until the definitive Bonds of any Series are prepared,
the Issuer may execute, in the same manner as is provided in Section 2.04 hereof, and deliver, upon
authentication by the Registrar pursuant to Section 2.05 hereof, in lieu of definitive Bonds, but
subject to the same provisions, limitations and conditions as the definitive Bonds, except as to the
denominations thereof, one or more temporary Bonds substantially of the tenor of the definitive
Bonds in lieu of which such temporary Bond or Bonds are issued, in denominations authorized by the
Issuer by subsequent Resolution, and with such omissions, insertions and variations as may be
appropriate to temporary Bonds. The Issuer, at its own expense, shall prepare and execute definitive
Bonds, which shall be authenticated by the Registrar. Upon the surrender of such temporary Bonds
for exchange, the Registrar, without charge to the Holder thereof, shall deliver in exchange therefor
10
definitive Bonds, of the same aggregate principal amount and Series and maturity as the temporary
Bonds surrendered. Until so exchanged, the temporary Bonds shall in all respects be entitled to the
same benefits and security as definitive Bonds issued pursuant to this Resolution. All temporary
Bonds surrendered in exchange for another temporary Bond or Bonds or for a definitive Bond or
Bonds shall be forthwith canceled by the Registrar.
SECTION 2.07. Bonds Mutilated. Destroyed. Stolen or Lost. In case any Bond shall become
mutilated, or be destroyed, stolen or lost, the Issuer may, in its discretion, issue and deliver, and the
Registrar shall authenticate, a new Bond of like tenor as the Bond so mutilated, destroyed, stolen or
lost, in exchange and substitution for such mutilated Bond upon surrender and cancellation of such
mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, and upon the
Holder furnishing the Issuer and the Registrar proof of such Holder's ownership thereof and
satisfactory indemnity and complying with such other reasonable regulations and conditions as the
Issuer or the Registrar may prescribe and paying such expenses as the Issuer and the Registrar may
incur. All Bonds so surrendered or otherwise substituted shall be canceled by the Registrar. If any
of the Bonds shall have matured or be about to mature, instead of issuing a substitute Bond, the
Issuer may pay the same or cause the Bond to be paid, upon being indemnified as aforesaid, and if
such Bonds be lost, stolen or destroyed, without surrender thereof
Any such duplicate Bonds issued pursuant to this Section 2.07 shall constitute original,
additional contractual obligations on the part of the Issuer whether or not the lost, stolen or destroyed
Bond be at any time found by anyone, and such duplicate Bond shall be entitled to equal and
proportionate benefits and rights as to lien on the Pledged Funds to the same extent as all other Bonds
issued hereunder.
SECTION 2.08. Transfer. Bonds, upon surrender thereof at the office of the Registrar with
a written instrument of transfer satisfactory to the Registrar, duly executed by the Holder thereof or
such Holder's attorney duly authorized in writing, may, at the option of the Holder thereof, be
exchanged for an equal aggregate principal amount of registered Bonds of the same Series and
maturity of any other authorized denominations.
The Bonds issued under this Resolution shall be and have all the qualities and incidents of
negotiable instruments under the law merchant and the Uniform Commercial Code of the State,
subject to the provisions for registration and transfer contained in this Resolution and in the Bonds.
So long as any of the Bonds shall remain Outstanding, the Issuer shall maintain and keep, at the office
of the Registrar, books for the registration and transfer of the Bonds.
Each Bond shall be transferable only upon the books of the Issuer, at the office of the
Registrar, under such reasonable regulations as the Issuer may prescribe, by the Holder thereof in
person or by such Holder's attorney duly authorized in writing upon surrender thereof together with
a written instrument of transfer satisfactory to the Registrar duly executed and guaranteed by the
Holder or such Holder's duly authorized attorney. Upon the transfer of any such Bond, the Issuer
shall issue, and cause to be authenticated, in the name of the transferee a new Bond or Bonds of the
11
same aggregate principal amount and Series and maturity as the surrendered Bond. The Issuer, the
Registrar and any Paying Agent or fiduciary of the Issuer may deem and treat the Person in whose
name any Outstanding Bond shall be registered upon the books of the Issuer as the absolute owner
of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of,
or on account of, the principal or Redemption Price, if applicable, and interest on such Bond and for
all other purposes, and all such payments so made to any such Holder or upon such Holder's order
shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the
sum or sums so paid and neither the Issuer nor the Registrar nor any Paying Agent or other fiduciary
of the Issuer shall be affected by any notice to the contrary.
The Registrar, in any case where it is not also the Paying Agent in respect to any Series of
Bonds, forthwith (A) following the fifteenth day prior to an Interest Date for such Series; (B)
following the fifteenth day next preceding the date of first mailing of notice of redemption of any
Bonds of such Series; and (C) at any other time as reasonably requested by the Paying Agent of such
Series, shall certify and furnish to such Paying Agent the names, addresses and holdings of
Bondholders and any other relevant information reflected in the registration books. Any Paying
Agent of any fully registered Bond shall effect payment of interest on such Bonds by mailing a check
or draft to the Holder entitled thereto or may, in lieu thereof, upon the request and at the expense of
such Holder, transmit such payment by bank wire transfer for the account of such Holder.
In all cases in which the privilege of exchanging Bonds or transferring Bonds is exercised, the
Issuer shall execute and the Registrar shall authenticate and deliver such Bonds in accordance with
the provisions of this Resolution. Execution of Bonds by the Mayor, the Clerk and the City Attorney
for purposes of exchanging, replacing or transferring Bonds may occur at the time of the original
delivery of the Series of which such Bonds are a part. All Bonds surrendered in any such exchanges
or transfers shall be held by the Registrar in safekeeping until directed by the Issuer to be canceled
by the Registrar. For every such exchange or transfer of Bonds, the Issuer or the Registrar may make
a charge sufficient to reimburse it for any tax, fee, expense or other governmental charge required
to be paid with respect to such exchange or transfer. The Issuer and the Registrar shall not be
obligated to make any such exchange or transfer of Bonds of any Series during the fifteen days next
preceding an Interest Date on the Bonds of such Series (other than Variable Rate Bonds), or, in the
case of any proposed redemption of Bonds of such Series, then during the fifteen days next preceding
the date of the first mailing of notice of such redemption and continuing until such redemption date.
SECTION 2.09. Coupon Bonds. The Issuer, at its discretion, may by Supplemental
Resolution authorize the issuance of coupon Bonds, registrable as to principal only or as to both
principal and interest. Such Supplemental Resolution shall provide for the negotiability, transfer,
interchangeability, denominations and form of such Bonds and coupons appertaining thereto. Coupon
Bonds (other than Taxable Bonds) shall only be issued if an opinion of Bond Counsel is received to
the effect that issuance of such coupon Bonds will not adversely affect the exclusion from gross
income of interest earned on such Bonds for federal income tax purposes.
12
SECTION 2.10. Book Entry. The Series 1999 Bonds shall be initially issued in the form of
a separate single certificated fully registered Series 1999 Bond for each of the maturities of the Series
1999 Bonds. Upon initial issuance, the ownership of each such Series 1999 Bond shall be registered
in the registration books kept by the Registrar in the name of Cede & Co., as nominee of The
Depository Trust Company ("DTC"). As long as the Series 1999 Bonds shall be registered in the
name of Cede & Co., all payments of principal on the Series 1999 Bonds shall be made by the Paying
Agent by check or draft or by bank wire transfer to Cede & Co., as Holder of the Series 1999 Bonds.
With respect to Series 1999 Bonds registered in the registration books kept by the Registrar
in the name of Cede & Co., as nominee ofDTC, the Issuer, the Registrar and the Paying Agent shall
have no responsibility or obligation to any participant in the DTC book-entry program (a
"Participant") or to any indirect participant. Without limiting the immediately preceding sentence,
the Issuer, the Registrar and the Paying Agent shall have no responsibility or obligation with respect
to (A) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any
ownership interest in the Series 1999 Bonds, (B) the delivery to any Participant or any other Person
other than a Series 1999 Bondholder, as shown in the registration books kept by the Bond Registrar,
of any notice with respect to the Series 1999 Bonds, including any notice of redemption, or (C) the
payment to any participant or any other Person, other than a Series 1999 Bondholder, as shown in
the registration books kept by the Registrar, of any amount with respect to principal, interest or
redemption premium, if any, of the Series 1999 Bonds. The Issuer, the Registrar and the Paying
Agent may treat and consider the Person in whose name each Bond is registered in the registration
books kept by the Registrar as the Holder and absolute owner of such Series 1999 Bond for the
purpose of payment of principal, interest or redemption premium, if any, with respect to such Series
1999 Bond, for the purpose of giving notices of redemption and other matters with respect to such
Series 1999 Bond, for the purpose of registering transfers with respect to such Series 1999 Bond, and
for all other purposes whatsoever. The Paying Agent shall pay all principal, interest or redemption
premium, if any, of the Series 1999 Bonds only to or upon the order of the respective Holders, as
shown in the registration books kept by the Registrar, or their respective attorneys duly authorized
in writing, as provided herein and all such payments shall be valid and effective to fully satisfy and
discharge the Issuer's obligations with respect to payment of principal, interest or redemption
premium, ifany, of the Series 1999 Bonds to the extent of the sum or sums so paid. No Person other
than a Holder, as shown in the registration books kept by the Registrar, shall receive a redemption
premium, ifany, pursuant to the provisions hereof Upon delivery by DTC to the Issuer of written
notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co.,
and subject to the provisions herein with respect to transfers during the fifteen (15) days next
preceding a payment date or mailing of notice of redemption, the words "Cede & Co." in the
Resolution sbalI refer to such new nominee ofDTC; and upon receipt of such notice, the Issuer shall
promptly deliver a copy of the same to the Registrar and the Paying Agent.
Upon (A) receipt by the Issuer of written notice from DTC (i) to the effect that a continuation
of the requirement that all of the Outstanding Series 1999 Bonds be registered in the registration
books kept by the Registrar in the name of Cede & Co., as nominee ofDTC, is not in the best interest
of the beneficial owners of the Series 1999 Bonds or (ii) to the effect that DTC is unable or unwilling
13
to discharge its responsibilities and no substitute depository willing to undertake the functions ofDTC
hereunder can be found which is willing and able to undertake such functions upon reasonable and
customary terms, or (B) determination by the Issuer that such book-entry only system is burdensome
to the Issuer, the Series 1999 Bonds shall no longer be restricted to being registered in the
registration books kept by the Registrar in the name of Cede & Co., as nominee ofDTC, but may be
registered in whatever name or names Holders shall designate, in accordance with the provisions
hereof In such event, the Issuer shall issue and the Registrar shall authenticate, transfer and
exchange Series 1999 Bonds consistent with the terms hereof, in denominations of $5,000 or any
integral multiple thereof to the Holders thereof The foregoing notwithstanding, until such time as
participation in the book-entry only system is discontinued, the provisions set forth in the Letter of
Representation executed by the Issuer and the Registrar and delivered to DTC in order to induce
DTC to act as securities depository for the Series 1999 Bonds shall apply to the payment of principal,
interest and redemption premium, if any, on the Series 1999 Bonds.
SECTION 2.11. Form of Bonds. The text of the Bonds, except as otherwise provided
pursuant to Section 2.09 hereof, the form of which shall be provided by Supplemental Resolution of
the Issuer, shall be in substantially the following form with such omissions, insertions and variations
as may be necessary and/or desirable and approved by the Mayor and the Clerk prior to the issuance
thereof (which necessity and/or desirability and approval shall be presumed by the Issuer's delivery
of the Bonds to the purchaser or purchasers thereof):
[Remainder of page intentionally left blank]
14
No.R-
$
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF OCOEE, FLORIDA
CAPITAL IMPROVEMENT REFUNDING REVENUE BOND
SERIES 1999
Interest
Rate
Maturity
Date
Date of
Original Issue
CUSIP
_%
-'-
,-
Registered Holder:
Principal Amount:
KNOW ALL MEN BY THESE PRESENTS, that the City of Ocoee, Florida, a municipality
created and existing under and by virtue of the laws of the State of Florida (the "Issuer"), for value
received, hereby promises to pay, solely from the Pledged Funds hereinafter described, to the
Registered Holder identified above, or registered assigns as hereinafter provided, on the Maturity
Date identified above, the Principal Amount identified above and interest on such Principal Amount
from the Date of Original Issue identified above or from the most recent interest payment date to
which interest has been paid at the Interest Rate per annum identified above on April 1 and October
1 of each year commencing April 1, 1999 until such Principal Amount shall have been paid, except
as the provisions hereinafter set forth with respect to redemption prior to maturity may be or become
applicable hereto.
Such Principal Amount and interest and the premium, if any, on this Bond are payable in any
coin or currency of the United States of America which, on the respective dates of payment thereof,
shall be legal tender for the payment of public and private debts. Such Principal Amount and the
premium, if any, on this Bond, are payable, upon presentation and surrender hereof, at the designated
corporate trust office of Sun Trust Bank, Central Florida, National Association, Orlando, Florida, as
Paying Agent. Payment of each installment of interest shall be made to the person in whose name this
Bond shall be registered on the registration books of the Issuer maintained by SunTrust Bank, Central
Florida, National Association, Orlando, Florida, as Registrar, at the close of business on the date
which shall be the fifteenth day (whether or not a business day) of the calendar month next preceding
each interest payment date and shall be paid by a check or draft of such Paying Agent mailed to such
Registered Holder at the address appearing on such registration books or, at the option of such
Paying Agent, and at the request and expense of such Registered Holder, by bank wire transfer for
the account of such Holder. In the event interest payable on this Bond is not punctually paid or duly
15
provided for by the Issuer on such interest payment date, payment of each installment of such
defaulted interest shall be made to the person in whose name this Bond shall be registered at the close
of business on a special record date for the payment of such defaulted interest as established by notice
to such Registered Holder, not less than ten days preceding such special record date.
This Bond is one of an authorized issue of Bonds in the aggregate principal amount of
$ (the "Bonds") of like date, tenor and effect, except as to maturity date, interest rate,
denomination and number, issued for the purpose of
, under the authority
of and in full compliance with the Constitution and laws of the State of Florida, particularly Chapter
166, Part II, and Chapter 218, Part VI, Florida Statutes, as amended, the City Charter of the Issuer,
and other applicable provisions of law (the "Act"), and a resolution duly adopted by the City
Commission of the Issuer on January 18, 1999, as may be amended and/or supplemented (the
"Resolution"), and is subject to the terms and conditions of the Resolution.
The Bonds and the interest thereon are payable solely from and secured by a lien upon and
a pledge of (1) the legally available proceeds of the local government half-cent sales tax, as defined
and described in, and distributed to the Issuer under, Chapter 218, Part VI, Florida Statutes, as
amended, and (2) until applied in accordance with the provisions of the Resolution, all moneys,
including investments thereof, in certain of the funds and accounts established by the Resolution, all
in the manner and to the extent described in the Resolution (collectively, the "Pledged Funds"). It
is expressly agreed by the Registered Holder of this Bond that the full faith and credit of the Issuer,
the State of Florida, or any political subdivision thereof, are not pledged to the payment of the
principal, premium, if any, and interest on this Bond and that such Holder shall never have the right
to require or compel the exercise of any taxing power of the Issuer, the State of Florida, or any
political subdivision thereof, to the payment of such principal, premium, if any, and interest. This
Bond and the obligation evidenced hereby shall not constitute a lien upon any property of the Issuer,
but shall constitute a lien only on, and shall be payable solely from, the Pledged Funds.
Neither the members of the City Commission of the Issuer nor any person executing this Bond
shall be liable personally hereon or be subject to any personal liability or accountability by reason of
the issuance hereof
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND
SET FORTH ON THE REVERSE SIDE HEREOF AND SUCH FURTHER PROVISIONS SHALL
FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH IN THIS PLACE.
This Bond shall not be valid or become obligatory for any purpose until the Certificate of
Authentication hereon shall have been signed by the Registrar.
16
IN WITNESS WHEREOF, the City ofOcoee, Florida has issued this Bond and has caused
the same to be executed by the manual or facsimile signature of the Mayor, attested and
countersigned by the manual or facsimile signature of its City Clerk, and its official seal or a facsimile
thereof to be affixed or reproduced hereon, all as of the _ day of . 1999.
CITY OF OCOEE, FLORIDA
(SEAL)
By:
Mayor
ATTESTED AND COUNTERSIGNED:
City Clerk
[Provisions on Reverse Side of Bond]
This Bond is transferable in accordance with the tenns of the Resolution only upon the books
of the Issuer kept for that purpose at the designated corporate trust office of the Registrar by the
Registered Holder hereofin person or by such Holder's attorney duly authorized in writing, upon the
surrender of this Bond together with a written instrument of transfer satisfactory to the Registrar duly
executed by the Registered Holder or such Holder's attorney duly authorized in writing, and
thereupon a new Bond or Bonds in the same aggregate principal amount shall be issued to the
transferee in exchange therefor, and upon the payment of the charges, if any, therein prescribed. The
Bonds are issuable in the form offully registered Bonds in the denominations of $5,000 and integral
multiples thereof, not exceeding the aggregate principal amount of the Bonds maturing on the same
date. The Issuer, the Registrar and any Paying Agent may treat the Registered Holder of this Bond
as the absolute owner hereof for all purposes, whether or not this Bond shall be overdue, and shall
not be affected by any notice to the contrary. The Issuer and the Registrar shall not be obligated to
make any exchange or transfer of the Bonds during the fifteen days next preceding an interest
payment date, or in the case of any proposed redemption of the Bonds, then, during the fifteen days
next preceding the date of the first mailing of notice of such redemption.
[INSERT REDEMPTION PROVISIONS]
Notice of redemption, unless waived, is to be given by the Registrar by mailing an official
redemption notice by registered or certified mail at least 30 days and not more than 45 days prior to
the date fixed for redemption to the Registered Holders of the Bonds to be redeemed at such Holders'
addresses shown on the registration books maintained by the Registrar or at such other addresses as
shall be furnished in writing by such Registered Holders to the Registrar. Provided, however, that
17
no defect in any such notice to any Registered Holder of Bonds to be redeemed nor failure to give
such notice to any such Registered Holder nor failure of any such Registered Holder to receive such
notice shall in any manner defeat the effectiveness of a call for redemption as to all other Registered
Holders of Bonds to be redeemed. Notice of redemption having been given as aforesaid, the Bonds
or portions of Bonds to be redeemed shall, on the redemption date, become due and payable at the
redemption price therein specified, and from and after such date (unless the Issuer shall default in the
payment of the redemption price), such Bonds or portions of Bonds shall cease to bear interest.
It is hereby certified and recited that all acts, conditions and things required to exist, to happen
and to be performed precedent to and in the issuance of this Bond, exist, have happened and have
been performed, in regular and due form and time as required by the laws and Constitution of the
State of Florida applicable thereto, and that the issuance of the Bonds does not violate any
constitutional or statutory limitations or provisions.
[Remainder of page intentionally left blank]
18
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
Insert Social Security or Other
Identifying Number of Assignee
(Name and Address of Assignee)
the within Bond and does hereby irrevocably constitute and appoint
as attorneys to register the transfer of the said Bond on the books kept for registration thereof with
full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be
guaranteed by a member firm of
the New York Stock Exchange or
a commercial bank or trust
company.
NOTICE: The signature to this assignment must
correspond with the name of the Registered Holder as
it appears upon the face of the within Bond in every
particular, without alteration or enlargement or any
change whatever and the Social Security or other
identifYing number of such assignee must be supplied.
19
The following abbreviations, when used in the inscription on the face of the within Bond, shall
be construed as though they were written out in full according to applicable laws or regulations:
TEN COM
as tenants in common
TEN ENT
as tenants by the entireties
IT TEN
as joint tenants with right of
survivorship and not as tenants in common
UNIF TRANS MIN ACT --
(Cust. )
Custodian for
under Uniform Transfer to Minors Act of
(State)
Additional abbreviations may also be used though not in the list above.
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the issue described in the within-mentioned Resolution.
DATE OF AUTHENTICATION:
Registrar
By:
Authorized Officer
[End of Article II]
20
ARTICLE III
REDEMPTION OF BONDS
SECTION 3.01. Privilege of Redemption. The terms of this Article ill shall apply to
redemption of Bonds other than Variable Rate Bonds. The terms and provisions relating to
redemption of Variable Rate Bonds shall be provided by Supplemental Resolution.
SECTION 3.02. Selection of Bonds to be Redeemed. The Bonds shall be redeemed only in
the principal amount of$5,OOO each and integral multiples thereof. The Issuer shall, at least sixty (60)
days prior to the redemption date (unless a shorter time period shall be satisfactory to the Registrar)
notifY the Registrar of such redemption date and of the principal amount of Bonds to be redeemed.
For purposes of any redemption ofless than all of the Outstanding Bonds of a single maturity, the
particular Bonds or portions of Bonds to be redeemed shall be selected not more than forty-five (45)
days prior to the redemption date by the Registrar from the Outstanding Bonds of the maturity or
maturities designated by the Issuer by such method as the Registrar shall deem fair and appropriate
and which may provide for the selection for redemption of Bonds or portions of Bonds in principal
amounts of $5,000 and integral multiples thereof
Ifless than all of the Outstanding Bonds ofa single maturity are to be redeemed, the Registrar
shall promptly notify the Issuer and Paying Agent (if the Registrar is not the Paying Agent for such
Bonds) in writing of the Bonds or portions of Bonds selected for redemption and, in the case of any
Bond selected for partial redemption, the principal amount thereof to be redeemed.
SECTION 3.03. Notice of Redemption. Unless waived by any Holder of Bonds to be
redeemed, notice of any redemption made pursuant to this section shall be given by the Registrar on
behalf of the Issuer by mailing a copy of an official redemption notice by registered or certified mail
at least thirty (30) days and not more than forty-five (45) days prior to the date fixed for redemption
to each Holder of Bonds to be redeemed at the address of such Holder shown on the registration
books maintained by the Registrar or at such other address as shall be furnished in writing by such
Holder to the Registrar; provided, however, that no defect in any notice given pursuant to this
Section to any Holder of Bonds to be redeemed nor failure to give such notice shall in any manner
defeat the effectiveness of a call for redemption as to all other Holders of Bonds to be redeemed.
Every official notice of redemption shall be dated and shall state:
(1) the redemption date,
(2) the Redemption Price,
(3) if less than all Outstanding Bonds are to be redeemed, the number (and, in the case ofa
partial redemption of any Bond, the principal amount) of each Bond to be redeemed,
21
(4) that, on the redemption date, the Redemption Price will become due and payable upon
each such Bond or portion thereof called for redemption, and that interest thereon shall cease to
accrue from and after said date, and
(5) that such Bonds to be redeemed, whether as a whole or in part, are to be surrendered for
payment of the Redemption Price, plus accrued interest, at the designated office of the Registrar.
Prior to any redemption date, the Issuer shall deposit with the Registrar an amount of money
sufficient to pay the Redemption Price, plus accrued interest, of all the Bonds or portions of Bonds
which are to be redeemed on that date.
SECTION 3.04. Redemption of Portions of Bonds. Any Bond which is to be redeemed only
in part shall be surrendered at any place of payment specified in the notice of redemption (with due
endorsement by, or written instrument of transfer in form satisfactory to, the Registrar duly executed
by, the Holder thereof or such Holder's attorney duly authorized in writing) and the Issuer shall
execute and the Registrar shall authenticate and deliver to the Holder of such Bond, without service
charge, a new Bond or Bonds, of the same interest rate and maturity, and of any authorized
denomination as requested by such Holder, in an aggregate principal amount equal to and in exchange
for the unredeemed portion of the principal of the Bonds so surrendered.
SECTION 3.05. Payment of Redeemed Bonds. Notice of redemption having been given
substantially as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption
date, become due and payable at the Redemption Price therein specified, and from and after such date
(unless the Issuer shall default in the payment of the Redemption Price) such Bonds or portions of
Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with
said notice, such Bonds shall be paid by the Registrar and/or Paying Agent at the appropriate
Redemption Price, plus accrued interest. All Bonds which have been redeemed shall be canceled by
the Registrar and shall not be reissued.
[End of Article III]
22
ARTICLE IV
SECURITY, SPECIAL FUNDS AND
APPLICATION THEREOF
SECTION 4.01. Bonds not to be Indebtedness ofIssuer. THE BONDS SHALL NOT BE
OR CONSTITUTE GENERAL OBLIGATIONS OR INDEBTEDNESS OF THE ISSUER AS
"BONDS" WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY
PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE ISSUER, PAYABLE
SOLELY FROM AND SECURED BY A LIEN UPON AND PLEDGE OF THE PLEDGED
FUNDS. NO HOLDER OF ANY BOND SHALL EVER HAVE THE RIGHT TO COMPEL THE
EXERCISE OF ANY AD VALOREM TAXING POWER TO PAY SUCH BOND, OR BE
ENTITLED TO PAYMENT OF SUCH BOND FROM ANY MONEYS OF THE ISSUER EXCEPT
FROM THE PLEDGED FUNDS IN THE MANNER PROVIDED HEREIN.
The Pledged Funds shall immediately be subject to the lien of this pledge without any physical
delivery thereof or further act, and the lien of this pledge shall be valid and binding as against all
parties having claims of any kind in tort, contract or otherwise against the Issuer.
SECTION 4.02. Security for Bonds. The payment of the principal of or Redemption Price,
if applicable, and interest on the Bonds shall be secured forthwith equally and ratably by a pledge of
and lien upon the Pledged Funds. The Issuer does hereby irrevocably pledge the Pledged Funds to
the payment of the principal of or Redemption Price, if applicable, and interest on the Bonds in
accordance with the provisions hereof
SECTION 4.03. Construction Fund. The Issuer covenants and agrees to establish a separate
fund in a bank or trust company in the State, which is eligible under the laws of such State to receive
funds of the Issuer, to be known as the "City of Ocoee Capital Improvement Revenue Bonds
Construction Fund," which shall be used only for payment of the Cost of the Project. The Issuer shall
maintain in the Construction Fund separate accounts for each Series of Bonds, and separate accounts
therein for capitalized interest funded from the proceeds of any Series of Bonds. Moneys in the
Construction Fund, until applied in payment of any item of the Cost of a Project in accordance with
the provisions hereof, shall be held in trust by the Issuer and shall be subject to a lien and charge in
favor of the Holders of the Bonds and for the further security of such Holders.
SECTION 4.04. Funds and Accounts. The Issuer covenants and agrees to establish with a
bank or trust company in the State, which is eligible under the laws of the State to receive funds of
the Issuer, separate funds to be known as the "City of Ocoee Capital Improvement Revenue Bonds
Revenue Fund" (the "Revenue Fund") and the "City of Ocoee Capital Improvement Revenue Bonds
Debt Service Fund" (the "Debt Service Fund"). The Issuer shall maintain in the Revenue Fund two
accounts: the "Restricted Revenue Account" and the "Unrestricted Revenue Account." The Issuer
shall maintain in the Debt Service Fund four accounts: the "Interest Account," the "Principal
23
Account," the "Bond Amortization Account," and the "Reserve Account." Moneys in the
aforementioned funds and accounts, other than the Unrestricted Revenue Account, until applied in
accordance with the provisions hereof, shall be subject to a lien and charge in favor of the Holders
and for the further security of the Holders.
The Issuer shall at any time and from time to time appoint one or more depositories to hold,
for the benefit of the Bondholders, anyone or more of the funds and accounts established hereby.
Such depository or depositories shall perform at the direction of the Issuer the duties of the Issuer
in depositing, transferring and disbursing moneys to and from each of such funds and accounts as
herein set forth, and all records of such depositary in performing such duties shall be open at all
reasonable times to inspection by the Issuer and its agents and employees. Any such depositary shall
be a bank or trust company duly authorized to exercise corporate trust powers and subject to
examination by federal or state authority, of good standing, and having a combined capital, surplus
and undivided profits aggregating not less than ten million dollars ($10,000,000).
SECTION 4.05. Flow of Funds.
(A) The Issuer shall deposit the Sales Tax Revenues into the Restricted Revenue Account
promptly upon receipt thereof The moneys in the Restricted Revenue Account shall be deposited
or credited on or before the last day of each month, commencing with the month in which delivery
of the initial Series of the Bonds shall be made to the purchaser or purchasers thereof, or such later
date as hereinafter provided, in the following manrier and in the following order of priority:
(1) Interest Account. The Issuer shall deposit into or credit to the Interest Account
the sum which, together with the balance in said Account, shall equal the interest on all
Outstanding Bonds accrued and unpaid and to accrue to the end of the then current calendar
month. Moneys in the Interest Account shall be used to pay interest on the Bonds as and
when the same become due, whether by redemption or otherwise, and for no other purpose.
The Issuer shall adjust the amount of the deposit into the Interest Account not later than the
month immediately preceding any Interest Date so as to provide sufficient moneys in the
Interest Account to pay the interest on the Bonds coming due on such Interest Date.
(2) Principal Account. Next, the Issuer shall deposit into or credit to the Principal
Account the sum which, together with the balance in said Account, shall equal the principal
amounts on all Outstanding Bonds due and unpaid and that portion of the principal next due
which would have accrued on said Bonds during the then current calendar month if such
principal amounts were deemed to accrue monthly (assuming that a year consists of twelve
equivalent calendar months of thirty days each) in equal amounts from the next preceding
principal payment due date, or, if there is no such preceding principal payment due date, from
a date one year preceding the due date of such principal amount. Moneys in the Principal
Account shall be used to pay the principal of the Bonds as and when the same shall mature,
and for no other purpose. The Issuer shall adjust the amount of deposit to the Principal
Account not later than the month immediately preceding any principal payment date so as to
24
provide sufficient moneys in the Principal Account to pay the principal on Bonds becoming
due on such principal payment date.
(3) Bond Amorti7Jltion Account. Commencing in the month which is one year prior
to any Amortization Installment due date, the Issuer shall deposit into or credit to the Bond
Amortization Account the sum which, together with the balance in said Account, shall equal
the Amortization Installments on all Bonds Outstanding due and unpaid and that portion of
the Amortization Installments of all Bonds Outstanding next due which would have accrued
on such Bonds during the then current calendar month if such Amortization Installments were
deemed to accrue monthly (assuming that a year consists of twelve equivalent calendar
months having thirty days each) in equal amounts from the next preceding Amortization
Installment due date, or, if there is no such preceding Amortization Installment due date, from
a date one year preceding the due date of such Amortization Installment. Moneys in the Bond
Amortization Account shall be used to purchase or redeem Term Bonds in the manner herein
provided, and for no other purpose. The Issuer shall adjust the amount of the deposit into
the Bond Amortization Account not later than the month immediately preceding any date for
payment of an Amortization Installment so as to provide sufficient moneys in the Bond
Amortization Account to pay the Amortization Installments on the Bonds coming due on such
date. Payments to the Bond Amortization Account shall be on a parity with payments to the
Principal Account.
Amounts accumulated in the Bond Amortization Account with respect to any
Amortization Installment (together with amounts accumulated in the Interest Account with
respect to interest, ifany, on the Term Bonds for which such Amortization Installment was
established) may be applied by the Issuer, on or prior to the sixtieth day preceding the due
date of such Amortization Installment ( a) to the purchase of Term Bonds of the Series and
maturity for which such Amortization Installment was established, at a price not greater than
the Redemption Price at which such Term Bonds may be redeemed on the first date thereafter
on which such Term Bonds shall be subject to redemption, or (b) to the redemption at the
applicable Redemption Price of such Term Bonds, if then redeemable by their terms. The
applicable Redemption Price (or principal amount of maturing T erm Bonds) of any Term
Bonds so purchased or redeemed shall be deemed to constitute part of the Bond Amortization
Account until such Amortization Installment date, for the purposes of calculating the amount
of such Account. As soon as practicable after the sixtieth day preceding the due date of any
such Amortization Installment, the Issuer shall proceed to call for redemption on such due
date, by causing notice to be given as provided in Section 3.03 hereof, Term Bonds of the
Series and maturity for which such Amortization Installment was established (except in the
case of Term Bonds maturing on an Amortization Installment date) in such amount as shall
be necessary to complete the retirement of the unsatisfied balance of such Amortization
Installment. The Issuer shall payout of the Bond Amortization Account and the Interest
Account to the appropriate Paying Agents, on or before the day preceding such redemption
date (or maturity date), the amount required for the redemption (or for the payment of such
Term Bonds then maturing), and such amount shall be applied by such Paying Agents to such
25
redemption (or payment). All expenses in connection with the purchase or redemption of
Term Bonds shall be paid by the Issuer from the Revenue Fund.
(4) Reserve Account. Next, the Issuer shall deposit into or credit to the Reserve
Account a sum sufficient to maintain therein an amount equal to the Reserve Account
Requirement. Moneys in the Reserve Account shall be used only for the purpose of the
payment of maturing principal of or interest or Amortization Installments when the other
moneys in the Debt Service Fund are insufficient therefor, and for no other purpose.
However, whenever the moneys on deposit in the Reserve Account exceed the Reserve
Account Requirement, such excess shall be withdrawn and deposited into the Interest
Account.
Upon the issuance of any Additional Bonds under the terms, limitations and conditions
as herein provided, the Issuer shall, on the date of delivery of such Additional Bonds, increase
the sum required to be accumulated and maintained on deposit in the Reserve Account to be
at least equal to the Reserve Account Requirement on all Outstanding Bonds including the
Additional Bonds then issued. Such required sum may be paid in full or in part from the
proceeds of such Additional Bonds. Unless provided otherwise in a Supplemental Resolution
adopted prior to the issuance of the Additional Bonds, such required sum may be accumulated
in equal monthly payments to the Reserve Account over a period of months from the date of
issuance of the Additional Bonds, which shall not exceed the greater of (a) twenty-four (24)
months, or (b) the number of months for which interest on such Additional Bonds has been
capitalized, as determined by Supplemental Resolution. In the event moneys in the Reserve
Account are accumulated as provided above, (i) the amount in said Reserve Account on the
date of delivery of the Additional Bonds shall not be less than the Reserve Account
Requirement on all Bonds Outstanding (excluding the Additional Bonds) on such date, and
(ii) the incremental difference between the Reserve Account Requirement on all Bonds
Outstanding (excluding the Additional Bonds) on the date of delivery of the Additional Bonds
and the Reserve Account Requirement on all such Bonds and the Additional Bonds shall be
fifty percent (500,10) funded upon delivery of the Additional Bonds.
Notwithstanding the foregoing provisions, in lieu of the required cash deposits into
the Reserve Account, the Issuer may, at any time, cause to be deposited into the Reserve
Account a surety bond, irrevocable letter of credit, guaranty or an insurance policy for the
benefit of the Bondholders in an amount equal to the difference between the Reserve Account
Requirement and the sums then on deposit in the Reserve Account, if any. Such surety bond,
irrevocable letter of credit, guaranty or insurance policy shall be payable to the Paying Agent
(upon the giving of notice as required thereunder) on any Interest Date on which a deficiency
exists which cannot be cured by funds in any other fund or account held pursuant to this
Resolution and available for such purpose. The issuer providing such surety bond, irrevocable
letter of credit, guaranty or insurance policy shall either be (a) an insurer (i) whose municipal
bond insurance policies insuring the payment, when due, of the principal of and interest on
municipal bond issues results in such issues being rated in one of the two highest rating
26
categories (without regard to gradations, such as "plus" or "minus" of such categories) by
either Standard & Poor's Rating Services or Moody's Investors Service, or (ii) who holds one
of the two highest policyholder ratings accorded insurers by A.M. Best & Company, or any
comparable service, or (b) a commercial bank, insurance company or other financial institu-
tion the bonds payable or guaranteed by which have been assigned a rating by either Moody's
Investors Service or Standard & Poor's Rating Services in one of the two highest rating
categories (without regard to gradations, such as "plus" or "minus" of such categories). If
a disbursement is made from a surety bond, irrevocable letter of credit, guaranty or an
insurance policy provided pursuant to this paragraph, the Issuer shall reinstate the maximum
limits of such surety bond, irrevocable letter of credit, guaranty or insurance policy
innnediately following such disbursement, or deposit into the Reserve Account, from moneys
available hereunder, funds in the amount of the disbursement made under such investment,
or a combination of such alternatives.
Whenever the amount in the Reserve Account, together with the other amounts in the
Debt Service Fund, are sufficient to fully pay all Outstanding Bonds in accordance with their
terms (including principal or applicable Redemption Price and interest thereon), the funds on
deposit in the Reserve Account may be transferred to the other accounts of the Debt Service
Fund for the payment of the Bonds.
(5) Unrestricted Revenue Account. The balance of any moneys after the deposits
required by Sections 4.05(AXl) through 4.05(A)(4) hereofmay be transferred, at the discre-
tion of the Issuer, to the Unrestricted Revenue Account or to any other appropriate fund or
account of the Issuer and be used for any lawful purpose.
(B) The Issuer, in its discretion, may use moneys in the Principal Account and the Interest
Account to purchase or redeem Bonds coming due on the next principal payment date, provided such
purchase or redemption does not adversely affect the Issuer's ability to pay the principal or interest
coming due on such principal payment date on the Bonds not so purchased or redeemed.
(C) At least one business day prior to the date established for payment of any principal of or
Redemption Price, if applicable, or interest on the Bonds, the Issuer shall withdraw from the
appropriate account of the Debt Service Fund sufficient moneys to pay such principal or Redemption
Price, if applicable, or interest and deposit such moneys with the Paying Agent for the Bonds to be
paid.
(0) In the event the Issuer shall issue Additional Bonds pursuant to this Resolution, the Issuer
may establish such separate subaccounts in the Interest Account, the Principal Account and the Bond
Amortization Account to provide for payment of the principal of and interest on such Series; provided
one Series of Bonds shall not have preference in payment from Pledged Funds over any other Series
of Bonds. The Issuer may also deposit moneys in such subaccounts at such other times and in such
other amounts from those provided in this Section 4.05 as shall be necessary to pay the principal of
27
and interest on such Bonds as the same shall become due, all as provided by the Supplemental
Resolution authorizing such Bonds.
SECTION 4.06. Investments. The Construction Fund, the Restricted Revenue Account and
the Debt Service Fund shall be continuously secured in the manner by which the deposit of public
funds are authorized to be secured by the laws of the State. Moneys on deposit in the Construction
Fund, the Restricted Revenue Account and the Debt Service Fund may be invested and reinvested
in Permitted Investments maturing no later than the date on which the moneys therein will be needed.
Any and all income received by the Issuer from the investment of moneys in each account of the
Construction Fund, the Interest Account, the Principal Account, the Bond Amortization Account,
the Reserve Account (but only to the extent that the amount therein is less than the Reserve Account
Requirement) and the Restricted Revenue Account shall be retained in such respective Fund or
Account unless otherwise required by applicable law. To the extent that the amount in the Reserve
Account is equal to or greater than the Reserve Account Requirement, any and all income received
by the Issuer from the investment of moneys therein shall be transferred, upon receipt, and deposited
into the Interest Account.
Nothing contained in this Resolution shall prevent any Permitted Investments acquired as
investments of or security for funds held under this Resolution from being issued or held in book-
entry form on the books of the Department of the Treasury of the United States.
SECTION 4.07. Separate Accounts. The moneys required to be accounted for in each of
the foregoing funds and accounts established herein may be deposited in a single bank account, and
funds allocated to the various funds and accounts established herein may be invested in a common
investment poo~ provided that adequate accounting records are maintained to reflect and control the
restricted allocation of the moneys on deposit therein and such investments for the various purposes
of such funds and accounts as herein provided.
The designation and establishment of the various funds and accounts in and by this Resolution
shall not be construed to require the establishment of any completely independent, self-balancing
funds as such term is commonly defined and used in governmental accounting, but rather is intended
solely to constitute an earmarking of certain revenues for certain purposes and to establish certain
priorities for application of such revenues as herein provided.
[End of Article IV]
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ARTICLE V
SUBORDINATED INDEBTEDNESS,
ADDITIONAL BONDS, COVENANTS OF ISSUER, BOND INSURANCE
SECTION 5.01. Subordinated Indebtedness. The Issuer will not issue any other obligations,
except under the conditions and in the manner provided herein, payable from the Pledged Funds or
voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other
charge having priority to or being on a parity with the lien thereon in favor of the Bonds and the
interest thereon. The Issuer may at any time or from time to time issue evidences of indebtedness
payable in whole or in part out of the Pledged Funds and which may be secured by a pledge of the
Pledged Funds; provided, however, that such pledge shall be, and shall be expressed to be,
subordinated in all respects to the pledge of the Pledged Funds created by this Resolution. The Issuer
shall have the right to covenant with the holders from time to time of any Subordinated Indebtedness
to add to the conditions, limitations and restrictions under which any Additional Bonds may be issued
pursuant to Section 5.02 hereof The Issuer agrees to pay promptly any Subordinated Indebtedness
as the same shall become due.
SECTION 5.02. Issuance of Additional Bonds. No Additional Bonds, payable on a parity
with the Bonds then Outstanding pursuant to this Resolution, shall be issued except upon the
conditions and in the manner herein provided. The Issuer may issue one or more Series of Additional
Bonds for anyone or more of the following purposes: financing the completion of the Initial Project,
financing the Cost of an Additional Project or the completion thereof, or refunding any or all
Outstanding Bonds or of any Subordinated Indebtedness of the Issuer.
No such Additional Bonds shall be issued unless the following conditions are complied with:
(A) There shall have been obtained and filed with the Issuer a statement of an independent
certified public accountant of reasonable experience and responsibility: (1) stating that the books and
records of the Issuer relating to the Sales Tax Revenues have been audited by him or her; (2) setting
forth the amount of the Sales Tax Revenues which have been received by the Issuer during any twelve
(12) consecutive months designated by the Issuer within the thirty (30) months immediately preceding
the date of delivery of such Additional Bonds with respect to which such statement is made; and (3)
stating that the amount of the Sales Tax Revenues received during the aforementioned twelve (12)
month period equals at least 1.35 times the Maximum Annual Debt Service of all Bonds then
Outstanding and such Additional Bonds with respect to which such statement is made.
(B) Additional Bonds shall be deemed to have been issued pursuant to this Resolution the
same as the Outstanding Bonds, and all of the other covenants and other provisions of this Resolution
(except as to details of such Additional Bonds inconsistent therewith) shall be for the equal benefit,
protection and security of the Holders of all Bonds issued pursuant to this Resolution. All Bonds,
regardless of the time or times of their issuance, shall rank equally with respect to their lien on the
29
Pledged Funds and their sources and security for payment therefrom without preference of any Bond
over any other.
(C) In the event any Additional Bonds are issued for the purpose of refunding any Bonds then
Outstanding, the conditions of Section 5.02(A) hereof shall not apply, provided that the issuance of
such Additional Bonds shall not result in an increase in the aggregate amount of principal of and
interest on the Outstanding Bonds becoming due in the current Bond Year and all subsequent Bond
Years. The conditions of Section 5.02(A) hereof shall apply to Additional Bonds issued to refund
Subordinated Indebtedness and to Additional Bonds issued for refunding purposes which cannot meet
the conditions of this paragraph.
SECTION 5.03. Bond Anticipation Notes. The Issuer may issue notes in anticipation of the
issuance of Bonds which shall have such terms and details and be secured in such manner, not
inconsistent with this Resolution, as shall be provided by resolution of the Issuer.
SECTION 5.04. Books and Records. The Issuer will keep books and records of the receipt
of the Sales Tax Revenues in accordance with generally accepted accounting principles, and any
Holder or Holders of Bonds shall have the right at all reasonable times to inspect the records,
accounts and data of the Issuer relating thereto.
SECTION 5.05. Annual Audit. The Issuer shall, immediately after the close of each Fiscal
Year, cause the financial statements of the Issuer to be properly audited by a recognized independent
certified public accountant or recognized independent firm of certified public accountants, and shall
require such accountants to complete their report on the annual financial statements in accordance
with applicable law. Such annual financial statements shall contain, but not be limited to, a balance
sheet, a statement of revenues, expenditures and changes in fund balance, and any other statements
as required by law or accounting convention, and a report by such accountants disclosing any material
default on the part of the Issuer of any covenant or agreement herein which is disclosed by the audit
of the financial statements. The annual financial statements shall be prepared in conformity with
generally accepted accounting principles. A copy of the audited financial statements for each Fiscal
Year shall be furnished to any Holder of a Bond who shall have furnished such Holder's address to
the Clerk and requested in writing that the same be furnished to such Holder. The Issuer shall be
permitted to make a reasonable charge for furnishing such audited financial statements.
SECTION 5.06. No Impairment. The pledging of the Pledged Funds in the manner provided
herein shall not be subject to repeal, modification or impairment by any subsequent ordinance,
resolution or other proceedings of the City Commission of the Issuer.
SECTION 5.07. Collection of Sales Tax Revenues. The Issuer will take all action legally
available to it to ensure receipt of Pledged Funds sufficient to make all payments of principal of and
interest on the Bonds, as and when the same become due, and all other payments required herein, and
will take no action which will impair or adversely affect its receipt of the Pledged Funds.
30
SECTION 5.08. Federal Income Tax Covenants: Taxable Bonds.
(A) The Issuer covenants with the Holders of each Series of Bonds (other than Taxable
Bonds) that it shall not use the proceeds of such Series of Bonds in any manner which would cause
the interest on such Series of Bonds to be or become includable in the gross income of the Holders
thereof for federal income tax purposes.
(B) The Issuer covenants with the Holders of each Series of Bonds (other than Taxable
Bonds) that neither the Issuer nor any Person under its control or direction will make any use of the
proceeds of such Series of Bonds (or amounts deemed to be proceeds under the Code) in any manner
which would cause such Series of Bonds to be "private activity bonds" within the meaning of Section
141 of the Code or "arbitrage bonds" within the meaning of Section 148 of the Code, and neither the
Issuer nor any other Person under its control or direction shall do any act or fail to do any act which
would otherwise cause the interest on such Series of Bonds to become includable in the gross income
of the Holders thereof for federal income tax purposes.
(C) The Issuer hereby covenants with the Holders of each Series of Bonds (other than Taxable
Bonds) that it will comply with all provisions of the Code necessary to maintain the exclusion of
interest on the Bonds from the gross income of the Holders 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.
(0) The Issuer may, ifit so elects, issue one or more Series of Taxable Bonds the interest on
which is (or may be) includable in the gross income of the Holders thereof for federal income tax
purposes, so long as each Bond of such Series states in the body thereof that interest payable thereon
is (or may be) subject to federal income taxation and provided that the issuance thereof will not cause
the interest on any other Bonds theretofore issued hereunder to be or become includable in the gross
income of the Holders thereof for federal income tax purposes. The covenants set forth in paragraphs
(A), (B) and (C) above shall not apply to any Taxable Bonds.
SECTION 5.09. Appointment of Insurer and Supplemental Provisions Regarding Insurer for
Series 1999 Bonds. The purchase of a municipal bond insurance policy has been determined by the
City Manager to be desirable to be provided for the Series 1999 Bonds, and such Insurer shall be
Financial Security Assurance, Inc., a New York Stock insurance company, or any successor thereto
or assignee thereof (the "Insurer").
The City Manager and the Mayor of the Issuer, are each designated as agents of the Issuer
in connection with the issuance and delivery of the Insurance Policy and are authorized and
empowered, collectively or individually, upon the execution by the Issuer of the bond purchase
agreement with respect to the Series 1999 Bonds, to take all action and steps and to execute all
instruments, documents and contracts on behalf of the Issuer that are necessary or desirable in
connection with the execution and delivery of a Insurance Policy.
31
(A) Claims Upon the Insurance Policy. If, on the third business day prior to the related
scheduled interest payment date or principal payment date or the date to which a Series 1999 Bond
maturity has been accelerated ("Payment Date") there is not on deposit with the Paying Agent, after
making all transfers and deposits required under the Resolution moneys sufficient to pay the principal
of and interest on the Series 1999 Bonds due on such Payment Date, the Paying Agent shall give
notice to the Insurer and to its designated agent (if any) (the "Insurer's Fiscal Agent") by telephone
or telecopy of the amount of such deficiency by 12 :00 noon, New York City time, on such Business
Day. If, on the second Business Day prior to the related Payment Date, there continues to be a
deficiency in the amount available to pay the principal of and interest on the Series 1999 Bonds due
on such Payment Date, the Paying Agent shall make a claim under the Insurance Policy and give
notice to the Insurer and the Insurer's Fiscal Agent (if any) by telephone of the amount of such
deficiency, and the allocation of such deficiency between the amount required to pay interest on the
Series 1999 Bonds and the amount required to pay principal of the Series 1999 Bonds, confirmed in
writing to the Insurer and the Insurer's Fiscal Agent by 12:00 noon, New York City time, on such
second Business Day by filling in the form of Notice of Claim and Certificate delivered with the
Insurance Policy.
In the event the claim to be made is for an Amortization Installment, upon receipt of the
moneys due, the Registrar shall authenticate and deliver to affected Series 1999 Bondholders who
surrender their Series 1999 Bonds a new Series 1999 Bond or Series 1999 Bonds in an aggregate
principal amount equal to the unredeemed portion of the Series 1999 Bond surrendered. The
Registrar shall designate any portion of payment of principal on the Series 1999 Bonds paid by the
Insurer, whether by virtue of mandatory sinking fund redemption, maturity or other advancement of
maturity, on its books as a reduction in the principal amount of the Series 1999 Bonds registered to
the then current Series 1999 Bondholder, whether DTC or its nominee or otherwise, and shall issue
a replacement Series 1999 Bond to the Insurer, registered in the name of Financial Security
Assurance, Inc., in a principal amount equal to the amount of principal so paid (without regard to
authorized denominations); provided that the Registrar's failure to so designate any payment or issue
any replacement Series 1999 Bond shall have no effect on the amount of principal or interest payable
by the Issuer on any Bond or the subrogation rights of the Insurer.
The Paying Agent shall keep a complete and accurate record of all funds deposited by the
Insurer into the Policy Payments Account (as described below) and the allocation of such funds to
payment of interest on and principal paid in respect of any Series 1999 Bond. The Insurer shall have
the right to inspect such records at reasonable times upon reasonable notice to the Paying Agent.
Upon payment of a claim under the Insurance Policy, the Paying Agent shall establish a
separate special purpose trust account for the benefit of the Series 1999 Bondholders referred to
herein as the "Policy Payments Account" and over which the Paying Agent shall have exclusive
control and sole right of withdrawal. The Paying Agent shall receive any amount paid under the
Insurance Policy in trust on behalf of the Series 1999 Bondholders and shall deposit any such amount
in the Policy Payments Account and distribute such amount only for purposes of making the payments
for which a claim was made. Such amounts shall be disbursed by the Paying Agent to the Series 1999
32
Bondholders in the same manner as principal and interest payments are to be made with respect to
the Series 1999 Bonds under the sections hereof regarding payment of the Series 1999 Bonds. It
shall not be necessary for such payments to be made by checks or wire transfers separate from the
check or wire transfer used to pay debt service with other funds available to make such payments.
However, the amount of any payment of principal of or interest on the Series 1999 Bonds to be paid
from the Policy Payments Account shall be noted as provided herein.
Funds held in the Policy Payments Account shall not be invested by the Paying Agent and may
not be applied to satisfY any costs, expenses or liabilities of the Paying Agent or of any other entity.
Any funds remaining in the Policy Payments Account following a Payment Date shall
promptly be remitted to the Insurer.
The Insurer shall, to the extent it makes any payment of principal of or interest on the Series
1999 Bonds, become subrogated to the rights of the recipients of such payments in accordance with
the terms of the Insurance Policy.
The Insurer shall be entitled to pay principal or interest on the Series 1999 Bonds that shall
become Due for payment but shall be unpaid by reason of Nonpayment by the Issuer (as such terms
are defined in the Insurance Policy) and any amounts due on the Series 1999 Bonds as a result of
acceleration of the maturity thereof in accordance with this Resolution, whether or not the Insurer
has received a Notice of Nonpayment (as such terms are defined in the Insurance Policy) or a claim
upon the Insurance Policy.
(B) Authorized Investments. The prOVISions of Exhibit B regarding Authorized
Investments shall be applicable.
(C) Insurer. The rights granted to the Insurer under this Resolution to request, consent
to or direct any action are rights granted to the Insurer in consideration of its issuance of the
Insurance Policy. Any exercise by the Insurer of such rights is merely an exercise of the Insurer's
contractual rights and shall not be construed or deemed to be taken for the benefit or on behalf of the
Bondholders nor does such action evidence any position of the Insurer, positive or negative, as to
whether Bondholder consent is required in addition to consent of the Insurer. Amounts paid by the
Insurer under the Insurance Policy shall not be deemed paid for purposes of this Resolution and shall
remain Outstanding and continue to be due and owing until paid by the Issuer in accordance with this
Resolution.
The Insurer of the Series 1999 Bonds shall be deemed to be the sole holder of the Series 1999
Bonds insured by it for the purpose of exercising any voting right or privilege or giving any consent
or direction or taking any other action that the holders of the Series 1999 Bonds are entitled to take
pursuant to this Resolution.
33
The Insurer shall, to the extent it makes any payment of principal of or interest on the Series
1999 Bonds, become subrogated to the rights of the recipients of such payments in accordance with
the terms of the Insurance Policy.
No contract shall be entered into nor any action taken by which the rights of the Insurer or
security for or sources of payment of the Series 1999 Bonds may be impaired or prejudiced except
upon obtaining the prior written consent of the Insurer.
(0) Reimbursement of Costs to Insurer. The Issuer hereby agrees to payor reimburse the
Insurer any and all charges, fees, costs and expenses which the Insurer may reasonably payor incur
in connection with (i) the administration, enforcement, defense or preservation of any rights or
security in respect of this Resolution or any other related document, (ii) the pursuit of any remedies
under this Resolution or any other related document or otherwise afforded by law or equity, (iii) any
amendment, waiver or other action with respect to, or related to, this Resolution or any other related
document whether or not executed or completed, (iv) the violation by the Issuer of any law, rule or
regulation, or any judgment, order or decree applicable to it or (v) any litigation or other dispute in
connection with this Resolution or any other related document or the transactions contemplated
thereby, other than amounts resulting from the failure of the Insurer to honor its obligations under
the Insurance Policy; costs and expenses shall include a reasonable allocation of compensation and
overhead attributable to time of employees of the Insurer spent solely in connection with the actions
described above. The Insurer reserves the right to charge a reasonable fee as a condition to executing
any amendment, waiver or consent proposed in respect of this Resolution or any other related
document.
(E) Notices and Information to the Insurer. The notice address of the Insurer is: Financial
Security Assurance Inc., 350 Park Avenue, New York, New York 10022-6022, Attention:
Managing Director -- Surveillance; Re: Policy No. Telephone: (212) 826-0100;
Telecopier: (212) 339-3529. In each case in which notice or other communication refers to an
Event of Default, then a copy of such notice or other communication shall also be sent to the
attention of General Counsel and shall be marked to indicate "URGENT MATERIAL ENCLOSED."
The Issuer hereby covenants to provide the Insurer with the following information:
(i) Annual audited financial statements within 120 days after the end of the
Issuer's fiscal year and the Issuer's annual budget within 30 days after the approval thereof;
(ii) Notice of any draw upon the Debt Service Reserve Fund in the Debt Service
Fund within two Business Days after knowledge thereof other than (i) withdrawals of
amounts in excess of the amount required to be on deposit therein as the Reserve Account
Requirement and (ii) withdrawals in connection with a refunding of Bonds;
(iii) Notice of any default known to the Paying Agent within five Business Days
after knowledge thereof;
34
(iv) Prior notice of the advance refunding or redemption of any of the Series 1999
Bonds, including the principal amount, maturities and CUSIP numbers thereof;
(v) Notice of the resignation or removal of the Paying Agent and Registrar and
the appointment of, and acceptance of duties by, any successor thereto;
(vi) Notice of the commencement of any proceeding by or against the Issuer
commenced under the United States Bankruptcy Code or any other applicable bankruptcy,
insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding");
(vii) Notice of the making of any claim in connection with any Insolvency
Proceeding seeking the avoidance as a preferential transfer of any payment of principal of, or
interest on, the Series 1999 Bonds;
(viii) Notice of any change in the security pledged under this Resolution;
(ix) A full original transcript of all proceedings relating to the execution of any
amendment or supplement to the related documents; and
(x) All reports, notices and correspondence to be delivered under the terms of this
Resolution or a Supplemental Resolution.
SECTION 5.10. Provisions Relating to Reserve Account Insurance Policy.
(a) The Issuer shall purchase the Reserve Policy for deposit to the Reserve Account to
secure the Series 1999 Bonds. The Issuer shall repay any draws under the Reserve Policy and pay
all related reasonable expenses incurred by the Insurer. Interest shall accrue and be payable on such
draws and expenses from the date of payment by the Insurer at the Late Payment Rate. "Late
Payment Rate" means the lesser of (a) the greater of (i) the per annum rate of interest, publicly
announced form time to time by The Chase Manhattan Bank at its principal office in the City of New
York:, as its prime or base lending rate ("Prime Rate") (any change in such Prime Rate to be effective
on the date such change is announced by The Chase Manhattan Bank) plus 3% and (ii) the then
applicable highest rate of interest on the Bonds and (b) the maximum rate permissible under
applicable usury or similar laws limiting interest rates. The Late Payment Rate shall be computed on
the basis of the actual number of days elapsed over a year of 360 days. In the event The Chase
Manhattan Bank ceases to announce its Prime Rate publicly, Prime Rate shall be the publicly
announced prime or base lending rate of such national bank as the Insurer shall specify.
Repayment of draws and payment of expenses and accrued interest thereon at the Late
Payment Rate (collectively "Policy Costs") shall commence in the first month following each draw,
and each such monthly payment shall be in an amount at least equal to 1/12 of the aggregate of Policy
Costs related to such draw.
35
Amounts in respect of Policy Costs paid to the Insurer shall be credited first to interest due,
then to the expenses due and then to principal due. As and to the extent that payments are made to
the Insurer on account of principal due, the coverage under the Reserve Policy will be increased by
a like amount, subject to the terms of the Reserve Policy.
(b) If the Issuer shall fail to pay any Policy Costs in accordance with the requirements of
paragraph (a) above, the Insurer shall be entitled to exercise any and all legal and equitable remedies
available to it, including those provided under this Resolution, as amended and supplemented, other
than (i) acceleration of the maturity of the Bonds, or (ii) remedies which would adversely affect
owners of the Bonds.
( c) In order to secure the Issuer's payment obligations with respect to the Policy Costs
there shall be granted and perfected in favor of the Insurer a security interest (subordinate only to that
of the owners of the Bonds) in all Pledged Funds pledged as security for the Bonds.
(d) The Paying Agent shall ascertain the necessity for a claim upon the Reserve Policy and
to provide notice to Insurer in accordance with the terms of the Reserve Policy at least five business
days prior to each date upon which interest or principal is due on the Bonds.
[End of Article V]
36
ARTICLE VI
DEFAULTS AND REMEDIES
SECTION 6.01. Events of Default. The following events shall each constitute an "Event of
Default: "
(A) Default shall be made in the payment of the principal of, Amortization Installment,
redemption premium or interest on any Bond when due.
(B) There shall occur the dissolution or liquidation of the Issuer, or the filing by the Issuer of
a voluntary petition in bankruptcy, or the commission by the Issuer of any act of bankruptcy, or
adjudication of the Issuer as a bankrupt, or assignment by the Issuer for the benefit of its creditors,
or appointment of a receiver for the Issuer, or the entry by the Issuer into an agreement of
composition with its creditors, or the approval by a court of competent jurisdiction of a petition
applicable to the Issuer in any proceeding for its reorganization instituted under the provisions of the
Federal Bankruptcy Act, as amended, or under any similar act in any jurisdiction which may now be
in effect or hereafter enacted.
(C) The Issuer shall default in the due and punctual performance of any other of the
covenants, conditions, agreements and provisions contained in the Bonds or in this Resolution on the
part of the Issuer to be performed, and such default shall continue for a period of thirty (30) days
after written notice of such default shall have been received from the Holders of not less than twenty--
five percent (25%) of the aggregate principal amount of Bonds Outstanding or the Insurer of such
amount of Bonds. Notwithstanding the foregoing, the Issuer shall not be deemed in default hereunder
if such default can be cured within a reasonable period of time and if the Issuer in good faith institutes
curative action and diligently pursues such action until the default has been corrected.
SECTION 6.02. Remedies. Any Holder of Bonds issued under the provisions of this
Resolution or any trustee or receiver acting for such Bondholders may either at law or in equity, by
suit, action, mandamus or other proceedings in any court of competent jurisdiction, protect and
enforce any and all rights under the laws of the State, or granted and contained in this Resolution, and
may enforce and compel the performance of all duties required by this Resolution or by any applicable
statutes to be performed by the Issuer or by any officer thereof
The Holder or Holders of Bonds in an aggregate principal amount of not less than twenty-five
percent (25%) of the Bonds then Outstanding may by a duly executed certificate in writing appoint
a trustee for Holders of Bonds issued pursuant to this Resolution with authority to represent such
Bondholders in any legal proceedings for the enforcement and protection of the rights of such Bond-
holders and such certificate shall be executed by such Bondholders or their duly authorized attorneys
or representatives, and shall be filed in the office of the Clerk. Notice of such appointment, together
with evidence of the requisite signatures of the Holders of not less than twenty-five percent (25%)
37
in aggregate principal amount of Bonds Outstanding and the trust instrument under which the trustee
shall have agreed to serve shall be filed with the Issuer and the trustee and notice of appointment shall
be given to all Holders of Bonds in the same manner as notices of redemption are given hereunder.
After the appointment of the first trust hereunder, no further trustees may be appointed; however, the
Holders of a majority in aggregate principal amount of all the Bonds then Outstanding may remove
the trustee initially appointed and appoint a successor and subsequent successors at any time.
SECTION 6.03. Directions to Trustee as to Remedial Proceedings. The Holders of a
majority in principal amount of the Bonds then Outstanding (or any Insurer insuring any then
Outstanding Bonds) have the right, by an instrument or concurrent instruments in writing executed
and delivered to the trustee, to direct the method and place of conducting all remedial proceedings
to be taken by the trustee hereunder, provided that such direction shall not be otherwise than in
accordance with law or the provisions hereof, and that the trustee shall have the right to decline to
follow any such direction which in the opinion of the trustee would be unjustly prejudicial to Holders
of Bonds not parties to such direction.
SECTION 6.04. Remedies Cumulative. No remedy herein conferred upon or reserved to the
Bondholders is intended to be exclusive of any other remedy or remedies, and each and every such
remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now
or hereafter existing at law or in equity or by statute.
SECTION 6.05. Waiver of Default. No delay or omission of any Bondholder to exercise any
right or power accruing upon any default shall impair any such right or power or shall be construed
to be a waiver of any such default, or an acquiescence therein; and every power and remedy given
by Section 6.02 of this Resolution to the Bondholders may be exercised from time to time, and as
often as may be deemed expedient.
SECTION 6.06. Application of Moneys After Default. If an Event of Default shall happen
and shall not have been remedied, the Issuer or a trustee or receiver appointed for the purpose shall
apply all Pledged Funds as follows and in the following order:
(A) To the payment of the reasonable and proper charges, expenses and liabilities of the
trustee or receiver, Registrar and Paying Agent hereunder; and
(B) To the payment of the interest and principal or Redemption Price, if applicable, then due
on the Bonds, as follows:
(1) Unless the principal of all the Bonds shall have become due and payable, all such
moneys shall be applied:
FIRST: to the payment to the Persons entitled thereto of all installments of interest
then due, in the order of the maturity of such installments, and, if the amount available shall
not be sufficient to pay in full any particular installment, then to the payment ratably,
38
according to the amounts due on such installment, to the Persons entitled thereto, without any
discrimination or preference;
SECOND: to the payment to the Persons entitled thereto of the unpaid principal of
any of the Bonds which shall have become due at maturity or upon mandatory redemption
prior to maturity (other than Bonds called for redemption for the payment of which moneys
are held pursuant to the provisions of Section 8.01 of this Resolution), in the order of their
due dates, with interest upon such Bonds from the respective dates upon which they became
due, and, if the amount available shall not be sufficient to pay in full Bonds due on any
particular date, together with such interest, then to the payment first of such interest, ratably
according to the amount of such interest due on such date, and then to the payment of such
principal, ratably according to the amount of such principal due on such date, to the Persons
entitled thereto without any discrimination or preference; and
THIRD: to the payment of the Redemption Price of any Bonds called for optional
redemption pursuant to the provisions of this Resolution.
(2) If the principal of all the Bonds shall have become due and payable, all such
moneys shall be applied to the payment of the principal and interest then due and unpaid upon
the Bonds, with interest thereon as aforesaid, without preference or priority of principal over
interest or of interest over principal, or of any installment of interest over any other
installment of interest, or of any Bond over any other Bond, ratably, according to the amounts
due respectively for principal and interest, to the Persons entitled thereto without any
discrimination or preference.
[End of Article VI]
39
ARTICLE VII
SUPPLEMENTAL RESOLUTIONS
SECTION 7.01. Su'pplemental Resolutions Without Bondholders' Consent. The Issuer, from
time to time and at any time, may adopt such Supplemental Resolutions without the consent of the
Bondholders (which Supplemental Resolutions shall thereafter form a part hereof) for any of the
following purposes:
(A) To cure any ambiguity or formal defect or omission or to correct any inconsistent
provisions in this Resolution or to clarify any matters or questions arising hereunder.
(B) To grant to or confer upon the Bondholders any additional rights, remedies, powers,
authority or security that may lawfully be granted to or conferred upon the Bondholders.
(C) To add to the conditions, limitations and restrictions on the issuance of Bonds under the
provisions of this Resolution other conditions, limitations and restrictions thereafter to be observed.
(0) To add to the covenants and agreements of the Issuer in this Resolution other covenants
and agreements thereafter to be observed by the Issuer or to surrender any right or power herein
reserved to or conferred upon the Issuer.
(E) To specify and determine the matters and things referred to in Sections 2.01, 2.02 or 2.09
hereof, and also any other matters and things relative to such Bonds which are not contrary to or
inconsistent with this Resolution as theretofore in effect, or to amend, modify or rescind any such
authorization, specification or determination at any time prior to the first delivery of such Bonds.
(F) To authorize Additional Projects or to change or modify the description of the Initial
Project or any Additional Project.
(G) To specify and determine matters necessary or desirable for the issuance of Variable Rate
Bonds.
(H) To make any other change that, in the opinion of the Issuer, would not materially
adversely affect the security for the Bonds.
SECTION 7.02. Supplemental Resolutions with Bondholders' Consent. Subject to the terms
and provisions contained in this Section 7.02 and Section 7.01 hereof, the Holder or Holders of not
less than a majority in aggregate principal amount of the Bonds then Outstanding shall have the right,
from time to time, anything contained in this Resolution to the contrary notwithstanding, to consent
to and approve the adoption of such Supplemental Resolution or resolutions hereto as shall be
deemed necessary or desirable by the Issuer for the purpose of supplementing, modifying, altering,
40
amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this
Resolution; provided, however, that if such modification or amendment will, by its terms, not take
effect so long as any Bonds of any specified Series or maturity remain Outstanding, the consent of
the Holders of such Bonds shall not be required and such Bonds shall not be deemed to be
Outstanding for the purpose of any calculation of Outstanding Bonds under this Section 7.02. Any
Supplemental Resolution which is adopted in accordance with the provisions of this Section 7.02 shall
also require the written consent of the Insurer of any Bonds which are Outstanding at the time such
Supplemental Resolution shall take effect. No Supplemental Resolution may be approved or adopted
which shall permit or require (A) an extension of the maturity of the principal of or the payment of
the interest on any Bond issued hereunder, (B) reduction in the principal amount of any Bond or the
Redemption Price or the rate of interest thereon, (C) the creation of a lien upon or a pledge of other
than the lien and pledge created by this Resolution which adversely affects any Bondholders, (0) a
preference or priority of any Bond or Bonds over any other Bond or Bonds, or (E) a reduction in the
aggregate principal amount of the Bonds required for consent to such Supplemental Resolution.
Nothing herein contained, however, shall be construed as making necessary the approval by
Bondholders of the adoption of any Supplemental Resolution as authorized in Section 7.01 hereof
If, at any time the Issuer shall determine that it is necessary or desirable to adopt any
Supplemental Resolution pursuant to this Section 7.02, the Clerk shall cause the Registrar to give
notice of the proposed adoption of such Supplemental Resolution and the form of consent to such
adoption to be mailed, postage prepaid, to all Bondholders at their addresses as they appear on the
registration books. Such notice shall briefly set forth the nature of the proposed Supplemental
Resolution and shall state that copies thereof are on file at the offices of the Clerk and the Registrar
for inspection by all Bondholders. The Issuer shall not, however, be subject to any liability to any
Bondholder by reason ofits failure to cause the notice required by this Section 7.02 to be mailed and
any such failure shall not affect the validity of such Supplemental Resolution when consented to and
approved as provided in this Section 7.02.
Whenever the Issuer shall deliver to the Clerk an instrument or instruments in writing
purporting to be executed by the Holders of not less than a majority in aggregate principal amount
of the Bonds then Outstanding, which instrument or instruments shall refer to the proposed
Supplemental Resolution described in such notice and shall specifically consent to and approve the
adoption thereof in substantially the form of the copy thereof referred to in such notice, thereupon,
but not otherwise, the Issuer may adopt such Supplemental Resolution in substantially such form,
without liability or responsibility to any Holder of any Bond, whether or not such Holder shall have
consented thereto.
If the Holders of not less than a majority in aggregate principal amount of the Bonds
Outstanding at the time of the adoption of such Supplemental Resolution shall have consented to and
approved the adoption thereof as herein provided, no Holder of any Bond shall have any right to
object to the adoption of such Supplemental Resolution, or to object to any of the terms and
provisions contained therein or the operation thereof, or in any manner to question the propriety of
41
the adoption thereof, or to enjoin or restrain the Issuer from adopting the same or from taking any
action pursuant to the provisions thereof
Upon the adoption of any Supplemental Resolution pursuant to the provisions of this Section
7.02, this Resolution shall be deemed to be modified and amended in accordance therewith, and the
respective rights, duties and obligations under this Resolution of the Issuer and all Holders of Bonds
then Outstanding shall thereafter be determined, exercised and enforced in all respects under the
provisions of this Resolution as so modified and amended.
SECTION 7.03. Supplemental Resolutions with Insurer's Consent in lieu of Bondholders'
Consent. Notwithstanding any provisions of Section 7.02 above to the contrary, if the Insurer of a
particular Series of Bonds is not then in default in the performance of any of its obligations under its
Insurance Policy, the approvals, consents and notifications required by Section 7.02 above to be given
by or to the Holders of the Bonds, as the case may be, may be given solely by or to the Insurer, as
the case may be, and the instrument contemplated by Section 7.02 above shall be executed solely by
the Insurer and the Holders of the Bonds subject to such Insurance Policy shall have no right to
receive such notification or give such approvals and consents or to execute such certificate except
that the adoption of Supplemental Resolutions that would have any of the effects described in (A)
through (E) in Section 7.02 above shall require the approval and consent of all Holders of Bonds then
Outstanding and the Insurer.
[End of Article VII]
42
ARTICLE VIII
MISCELLANEOUS
SECTION 8.01. Defeasance. If the Issuer shall payor cause to be paid, or there shall
otherwise be paid to the Holders of all Bonds, the principal or Redemption Price, if applicable, and
interest due or to become due thereon, at the times and in the manner stipulated therein and in this
Resolution, then the pledge of the Pledged Funds, and all covenants, agreements and other obligations
of the Issuer to the Bondholders, shall thereupon cease, terminate and become void and be discharged
and satisfied. In such event, the Paying Agents shall pay over or deliver to the Issuer all money or
securities held by them pursuant to this Resolution which are not required for the payment or
redemption of Bonds not theretofore surrendered for such payment or redemption.
Any Bonds or interest installments appertaining thereto, whether at or prior to the maturity
or redemption date of such Bonds, shall be deemed to have been paid within the meaning of this
Section 8.01 if (A) in case any such Bonds are to be redeemed prior to the maturity thereof, there
shall have been taken all action necessary to call such Bonds for redemption and notice of such
redemption shall have been duly given or provision shall have been made for the giving of such notice,
and (B) there shall have been deposited in irrevocable trust with a banking institution or trust
company by or on behalf of the Issuer either moneys in an amount which shall be sufficient, or Federal
Securities the principal of and the interest on which when due will provide moneys which, together
with the moneys, if any, deposited with such bank or trust company at the same time shall be
sufficient, to pay the principal of or Redemption Price, if applicable, and interest due and to become
due on said Bonds on and prior to the redemption date or maturity date thereof, as the case may be.
Except as hereafter provided, neither the Federal Securities nor any moneys so deposited with such
bank or trust company nor any moneys received by such bank or trust company on account of
principal of or Redemption Price, if applicable, or interest on said Federal Securities shall be
withdrawn or used for any purpose other than, and all such moneys shall be held in trust for and be
applied to, the payment, when due, of the principal of or Redemption Price, if applicable, of the
Bonds for the payment or redemption of which they were deposited and the interest accruing thereon
to the date of maturity or redemption; provided, however, the Issuer may substitute new Federal
Securities and moneys for the deposited Federal Securities and moneys if the new Federal Securities
and moneys are sufficient to pay the principal of or Redemption Price, if applicable, and interest on
the refunded Bonds.
For purposes of determining whether Variable Rate Bonds shall be deemed to have been paid
prior to the maturity or redemption date thereof, as the case may be, by the deposit of moneys, or
specified Federal Securities and moneys, ifany, in accordance with this Section 8.01, the interest to
come due on such Variable Rate Bonds on or prior to the maturity or redemption date thereof, as the
case may be, shall be calculated at the Maximum Interest Rate; provided, however, that if on any
date, as a result of such Variable Rate Bonds having borne interest at less than the Maximum Interest
Rate for any period, the total amount of moneys and specified Federal Securities on deposit for the
43
payment of interest on such Variable Rate Bonds is in excess of the total amount which would have
been required to be deposited on such date in respect of such Variable Rate Bonds in order to satisfy
this Section 9.01, such excess shall be paid to the Issuer free and clear of any trust, lien, pledge or
assignment securing the Bonds or otherwise existing under this Resolution.
In the event the Bonds for which moneys are to be deposited for the payment thereof in
accordance with this Section 8.01 are not by their terms subject to redemption within the next
succeeding sixty (60) days, the Issuer shall cause the Registrar to mail a notice to the Holders of such
Bonds that the deposit required by this Section 8.01 of moneys or Federal Securities has been made
and said Bonds are deemed to be paid in accordance with the provisions of this Section 8.01 and
stating such maturity or redemption date upon which moneys are to be available for the payment of
the principal of or Redemption Price, if applicable, and interest on said Bonds.
Nothing herein shall be deemed to require the Issuer to call any of the Outstanding Bonds for
redemption prior to maturity pursuant to any applicable optional redemption provisions, or to impair
the discretion of the Issuer in determining whether to exercise any such option for early redemption.
SECTION 8.02. Sale of Bonds. The Bonds shall be issued and sold at public or private sale
at one time or in installments from time to time and at such price or prices as shall be consistent with
the provisions of the Act, the requirements of this Resolution and other applicable provisions of law
and as shall be approved by subsequent resolution of the Issuer.
SECTION 8.03. General Authority. The members of the City Commission of the Issuer and
the Issuer's officers, attorneys and other agents and employees are hereby authorized to perform all
acts and things required of them by this Resolution or desirable or consistent with the requirements
hereof for the full, punctual and complete performance of all of the terms, covenants and agreements
contained in the Series 1999 Bonds and this Resolution, and they are hereby authorized to execute
and deliver all documents which shall be required by Bond Counselor the initial purchasers of the
Series 1999 Bonds to effectuate the sale of the Series 1999 Bonds to said initial purchasers.
SECTION 8.04. No Third Party Beneficiaries. Except such other Persons as may be
expressly described herein or in the Series 1999 Bonds, nothing in this Resolution, or in the Series
1999 Bonds, expressed or implied, is intended or shall be construed to confer upon any Person, other
than the Issuer and the Holders, any right, remedy or claim, legal or equitable, under and by reason
of this Resolution or any provision hereof, or of the Series 1999 Bonds, all provisions hereof and
thereofbeing intended to be and being for the sole and exclusive benefit of the Issuer and the Persons
who shall from time to time be the Holders.
SECTION 8.05. No Personal Liability. Neither the members of the City Commission of the
Issuer nor any person executing the Bonds shall be personally liable therefor or be subject to any
personal liability or accountability by reason of the issuance thereof
44
SECTION 8.06. Severability of Invalid Provisions. If anyone or more of the covenants,
agreements or provisions of this Resolution shall be held contrary to any express provision of law or
contrary to the policy of express law, though not expressly prohibited, or against public policy, or
shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall
be null and void and shall be deemed separable from the remaining covenants, agreements and
provisions of this Resolution and shall in no way affect the validity of any of the other covenants,
agreements or provisions hereof or of the Bonds issued hereunder.
SECTION 8.07. Repeal of Inconsistent Resolutions. All Resolutions or parts thereof in
conflict herewith are hereby superseded and repealed to the extent of such conflict.
SECTION 8.08. Effective Date. This Resolution shall take effect immediately upon its
adoption.
PASSED AND ADOPTED this 19th day of January, 1999.
Att~~~
By'
N~e: Grafton
Title: City Clerk
CITY OF OCOEE, FLORIDA
~<7 d tF
By: ::J ~ ~
Name: S. Scott Vandergrift
Title: Mayor
FOR USE AND RELIANCE ONLY
BY THE CITY OF OCOEE,
APPROVED AS TO FORM AND
LEGALITY, THIS 19th DAY
OF JANUARY, 1999
APPROVED BY THE OCOEE CITY
COMMISSION AT A MEETING HELD
ON JANUARY 19, 1999 UNDER
AGENDA ITEM NO. 7L ft
.
FOLEY & LARDNER
(!J~~
By:
Name: Paul Rosenthal
Title: City Attorney
AND BY:
BRYANT, MTIJ.ERAND OLIVE, P.A.
By: 'j)~_~':b~
Name: Grace E. Dunlap
Title: Bond Counsel
J:\BONDS\422WlIlE3.WPD
J""'*)' I~ 1999
45
EXHIBIT A
INITIAL PROJECT DESCRIPTION
A portion of the proceeds of the Series 1999 Bonds shall be used to fund certain capital
improvements of the City, including but not limited to the following:
Ca'pital Improvement
Amount
Improvements to Recreational Complex
Acquisition and Construction of Public Works Complex
Acquisition and Construction of Fire Station
Acquisition and Construction of Police Department
Acquisition of Park Land
$ 1,100,000
1,200,000
1,000,000
1,000,000
500.000
Total
$ 4,800,000
Capital improvements associated with the City's Recreational Complex include the
construction of an Olympic-sized swimming pool and a bath house. Capital improvements associated
with the Public Works Complex include the acquisition of adjoining land and the construction of a
vehicle fueling facility, a vehicle maintenance facility and an administration facility. Capital
improvements associated with the acquisition and construction of the Police Department include land
acquisition and building design costs. Each of the above referenced capital improvements are located
within the existing corporate limits of the City.
A-I
EXHIBIT B
QUALIFIED INVESTMENTS
f.. ~ations (other tlan an obligation subject to variation in principal repayment) of the United States
of America ("United States Treasury Obligations"), (b) obligations fully and unconditionally
guaranteed as to timely payment of principal and interest by the United States of America, ( c)
obligations fully and unconditionally guaranteed as to timely payment of principal and interest by any
agency or instrumentality of the United States of America when such obligations are backed by the
full faith and credit of the United States of America, or (d) evidences of ownership of proportionate
interests in future interest and principal payments on obligations described above held by a bank or
trust company as custodian, under which the owner of the investment is the real party in interest and
has the right to proceed directly and individually against the obligor and the underlying government
obligations are not available to any person claiming through the custodian or to whom the custodian
may be obligated.
2.
Federal Housing Administration debentures.
d obligations of gc::Wernment-sponsored agencies which are not backed by the full faith and credit of
the United States of America:
-Federal Home Loan Mortgage Corporation (FHLMC)
Participation certificates (excluded are stripped mortgage securities
which are purchased at prices exceeding their principal amounts)
Senior Debt obligations
-Farm Credit Banks (formerly: Federal Land Banks, Federal
Intermediate Credit Banks and Banks for Cooperatives)
Consolidated system-wide bonds and notes
-Federal Home Loan Banks (FHL Banks)
Consolidated debt obligations
-Federal National Mortgage Association (FNMA)
Senior debt obligations
Mortgage-backed securities (excluded are stripped mortgage
securities which are purchased at prices exceeding their principal amounts)
-Student Loan Marketing Association (SLMA)
Senior debt obligations (excluded are securities that do not have a fixed
par value and/or whose terms do not promise a fixed dollar amount at
maturity or call date)
-Financing Corporation (FICO)
Debt obligations
-Resolution Funding Corporation (REFCORP)
Debt obligations
B-1
4. Unsecured certificates of deposit, time deposits, and bankers' acceptances (having
maturities of not more than 30 days) of any bank the short-term obligations of which are rated 'A-I'
or better by S&P.
5. Deposits the aggregate amount of which are fully insured by the Federal Deposit
Insurance Corporation (FDIC), in banks which have capital and surplus of at least $5 million.
6. Commercial paper (having original maturities of not more than 270 days) rated 'A-l+'
by s&P and 'Prime-I' by Moody's.
7. Money market funds rated 'AAm' or 'AAm-G' by S&P, or better.
8. "State Obligations", which means:
A. Direct general obligations of any state of the United States of America or any
subdivision or agency thereof to which is pledged the full faith and credit of
a state the unsecured general obligation debt of which is rated 'AJ' by
Moody's and 'A' by S&P, or better, or any obligation fully and unconditionally
guaranteed by any state, subdivision or agency whose unsecured general
obligation debt is so rated.
B. Direct general short-term obligations of any state agency or subdivision or
agency thereof described in (A) above and rated 'A-l +' by S&P and 'MIG-l'
by Moody's.
C. Special Revenue Bonds (as defined in the United States Bankruptcy Code) of
any state, state agency or subdivision described in (A) above and rated 'AA'
or better by S&P and 'Aa' or better by Moody's.
9. Pre-refunded municipal obligations rated" AAA" by S & P and "Aaa" by Moody's
meeting the following requirements:
A. The municipal obligations are (1) not subject to redemption prior to maturity
or (2) the trustee for the municipal obligations has been given irrevocable
instructions concerning their call and redemption and the issuer of the
municipal obligations has covenanted not to redeem such municipal
obligations other than as set forth in such instructions~
B. The municipal obligations are secured by cash or United States Treasury
Obligations which may be applied only to payment of the principal of, interest
and premium on such municipal obligations;
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C. The principal of and interest on the United States Treasury Obligations (plus
any cash in the escrow) has been verified by the report of independent
certified public accountants to be sufficient to pay in full all principal of,
interest, and premium, if any, due and to become due on the municipal
obligations ("V erification")~
D. The cash or United States Treasury Obligations serving as security for the
municipal obligations are held by an escrow agent or trustee in trust for
owners of the municipal obligations~
E. No substitution of a United States Treasury Obligation shall be permitted
except with another United States Treasury Obligation and upon delivery of
a new V erification~ and
F. The cash or United States Treasury Obligations are not available to satisfy any
other claims, including those by or against the trustee or escrow agent.
10. Repurchase agreements:
With (1) any domestic bank, or domestic branch of a foreign bank, the long term debt
of which is rated at least" A" by S&P and Moody's~ or (2) any broker-dealer with
"retail customers" or a related affiliate thereof which broker-dealer has, or the parent
company (which guarantees the provider) of which has, long-term debt rated at least
" A" by S&P and Moody's, which broker-dealer falls under the jurisdiction of the
Securities Investors Protection Corporation~ or (3) any other entity rated" A" or
better by S&P and Moody's and acceptable to the Insurer, provided that:
A. The market value of the collateral is maintained at levels and upon such
conditions as would be acceptable to S & P and Moody's to maintain an "A"
rating in an "A" rated structured financing (with a market value approach);
B. The Trustee or a third party acting solely as agent therefor or for the Issuer
(the "Holder of the Collateral") has possession of the collateral or the
collateral has been transferred to the Holder of the Collateral in accordance
with applicable state and federal laws (other than by means of entries on the
transferor's books);
C. The repurchase agreement shall state and an opinion of counsel shall be
rendered at the time such collateral is delivered that the Holder of the
Collateral has a perfected first priority security interest in the collateral, any
substituted collateral and all proceeds thereof (in the case of bearer securities,
this means the Holder of the Collateral is in possession);
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D. All other requirements of S&P in respect of repurchase agreements shall be
met.
E. The repurchase agreement shall provide that if during its term the provider's
rating by either Moody's or S&P is withdrawn or suspended or falls below" A-
" by S&P or "AJ" by Moody's, as appropriate, the provider must, at the
direction of the Issuer or the Trustee (who shall give such direction if so
directed by the Insurer), within 1 0 days of receipt of such direction,
repurchase all collateral and terminate the agreement, with no penalty or
premium to the Issuer or Trustee.
Notwithstanding the above, if a repurchase agreement has a term of270 days or less (with
no evergreen provision), collateral levels need not be as specified in (A) above, so long as such
collateral levels are 103% or better and the provider is rated at least " A" by S&P and Moody's,
respectively.
11. Investment agreements with a domestic or foreign bank or corporation (other than a
life or property casualty insurance company) the long-term debt of which, or, in the case of a
guaranteed corporation the long-term debt, or, in the case of a monoline financial guaranty insurance
company, claims paying ability, of the guarantor is rated at least "AA" by S&P and "Aa" by Moody's;
provided that, by the terms of the investment agreement:
A. Interest payments are to be made to the Trustee at times and in amounts as
necessary to pay debt service (or, if the investment agreement is for the
construction fund, construction draws) on the Bonds;
B. The invested funds are available for withdrawal without penalty or premium,
at any time upon not more than seven days' prior notice; the Issuer and the
Trustee hereby agree to give or cause to be given notice in accordance with
the terms of the investment agreement so as to receive funds thereunder with
no penalty or premium paid;
C. The investment agreement shall state that is the unconditional and general
obligation of: and is not subordinated to any other obligation of, the provider
thereof or, if the provider is a bank, the agreement or the opinion of counsel
shall state that the obligation of the provider to make payments thereunder
ranks pari passu with the obligations of the provider to its other depositors
and its other unsecured and unsubordinated creditors;
D. The Issuer or the Trustee receives the opinion of domestic counsel (which
opinion shall be addressed to the Issuer and the Insurer) that such investment
agreement is legal, valid, binding and enforceable upon the provider in
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accordance with its terms and of foreign counsel (if applicable) in form and
substance acceptable, and addressed to, the Insurer~
E. the investment agreement shall provide that if during its term
(i) the provider's rating by either S&P or Moody's falls below" AA-" or
II AaJII, respectively, the provider shall, at its option, within 10 days of
receipt of publication of such downgrade, either (i) collateralize the
investment agreement by delivering or transferring in accordance with
applicable state and federal laws (other than by means of entries on the
provider's books) to the Issuer, the Trustee or a third party acting
solely as agent therefor (the "Holder of the Collateral") collateral free
and clear of any third-party liens or claims the market value of which
collateral is maintained at levels and upon such conditions as would be
acceptable to S & P and Moody's to maintain an "A II rating in an II A"
rated structured financing (with a market value approach); or (ii)
repay the principal of and accrued but unpaid interest on the
investment, and
(ii) the provider's rating by either S&P or Moody's is withdrawn or
suspended or falls below II A-" or II A3", respectively, the provider
must, at the direction of the Issuer or the Trustee (who shall give such
direction if so directed by the Insurer), within 10 days of receipt of
such direction, repay the principal of and accrued but unpaid interest
on the investment, in either case with no penalty or premium to the
Issuer or Trustee, and
F. The investment agreement shall state and an opinion of counsel shall be
rendered, in the event collateral is required to be pledged by the provider
under the terms of the investment agreement, at the time such collateral is
delivered, that the Holder of the Collateral has a perfected first priority
security interest in the collateral, any substituted collateral and all proceeds
thereof (in the case of bearer securities, this means the Holder of the
Collateral is in possession);
G. the investment agreement must provide that if during its term
(i) the provider shall default in its payment obligations, the provider's
obligations under the investment agreement shall, at the direction of
the Issuer or the Trustee (who shall give such direction if so directed
by the Insurer), be accelerated and amounts invested and accrued but
unpaid interest thereon shall be repaid to the Issuer or Trustee, as
appropriate, and
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(ii) the provider shall become insolvent, not pay its debts as they become
due, be declared or petition to be declared bankrupt, etc. ("event of
insolvency "), the provider's obligations shall automatically be
accelerated and amounts invested and accrued but unpaid interest
thereon shall be repaid to the Issuer or Trustee, as appropriate.
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