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HomeMy WebLinkAboutItem V (A-1) - Bond Issue for Building City Hall and Police Station - Resolution No 91-05 AGENDA 3-5-91 Item V A 1 DRAFT #2 - 2/26/91 RESOLUTION NO. 91- 05 RESOLUTION PROVIDING FOR THE ACQUISITION, CONSTRUCTION, EXPANSION, RENOVATION, INSTALLATION AND EQUIPPING OF THE CITY OF OCOEE'S CITY HALL AND POLICE STATION; AUTHORIZING THE ISSUANCE BY THE CITY OF NOT EXCEEDING $2 , 600, 000 CAPITAL IMPROVEMENT REVENUE BONDS TO FINANCE THE COST THEREOF; COVENANTING TO BUDGET AND APPROPRIATE CERTAIN FUNDS FOR THE PAYMENT OF THE BONDS AND PLEDGING ALL MONEYS ON DEPOSIT TO THE CREDIT OF THE SINKING FUND AND THE REVENUE FUND CREATED HEREUNDER AND THE EARNINGS ON THE INVESTMENT THEREOF TO SECURE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE BONDS; MAKING CERTAIN COVENANTS AND AGREEMENTS FOR THE BENEFIT OF THE OWNERS OF THE BONDS; AUTHORIZING A NEGOTIATED SALE OF THE BONDS; APPOINTING THE REGISTRAR AND PAYING AGENT FOR THE BONDS; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OCOEE, FLORIDA, AS FOLLOWS: TABLE OF CONTENTS Page ARTICLE I GENERAL Section 1. 01 Definitions 1 Section 1. 02 Authority for this Instrument 5 Section 1. 03 Findings 6 Section 1. 04 Project Authorized 7 ARTICLE II AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF BONDS Section 2 . 01 Authorization of Bonds 8 Section 2 . 02 Payment of Bonds and Interest 8 Section 2. 03 Provisions for Redemption 9 Section 2 . 04 Execution of Bonds 12 Section 2 . 05 Negotiability and Registration 13 Section 2 . 06 Bonds Mutilated, Destroyed, Stolen or Lost 15 Section 2 . 07 Form of Bonds 15 ARTICLE III COVENANTS, SPECIAL FUNDS AND APPLICATION THEREOF Section 3 . 01 Bonds Not to Be General Obligations of Issuer 16 Section 3 . 02 Security for Bonds 16 Section 3 . 03 Application of Section 2 . 01 Bond Proceeds17 -i- Section 3 . 04 Covenants of the Issuer 19 (A) Revenue Fund 19 (B) Sinking Fund 19 (C) Trust Funds 20 (D) Issuance of Additional Obligations 22 (E) Events of Default and Remedies 22 (F) Records and Audits 27 (G) Fidelity Bond 27 (H) Creation of Superior Liens 27 (I) Compliance with Code 28 ARTICLE IV MISCELLANEOUS PROVISIONS Section 4 . 01 General Authority 29 Section 4 . 02 No Personal Liability 29 Section 4 . 03 No Third Party Beneficiaries 30 Section 4 . 04 Compliance with Chapter 218, Part III, Florida Statutes 30 Section 4 . 05 Defeasance 30 Section 4 . 06 Modification or Amendment 31 Section 4 . 07 Sale of Section 2 . 01 Bonds and Distribution of Preliminary Official Statement 33 Section 4 . 08 Registrar and Paying Agent 33 Section 4 . 09 Additional Provisions 33 Section 4 . 10 Severability of Invalid Provisions 33 Section 4 . 11 Repeal of Inconsistent Resolutions 34 -ii- Section 4 . 12 Table of Contents and Heading not Part Hereof 34 Section 4 . 13 Effective Date 34 Section 4 . 14 Adoption at Public Hearing 34 Appendix A - Additional Definitions Appendix B - Additional Debt Appendix C - Description of Section 2 . 01 Bonds Appendix D - Revenues Appendix E - [Intentionally Omitted) Appendix F - Additional Findings/Additional Provisions Appendix G - Form of Bond -iii- ARTICLE I GENERAL 1. 01 Definitions. Unless the text clearly otherwise requires, when used in this Instrument the terms defined in Appendix A shall have the respective meanings assigned therein and the following terms shall have the following meanings: "Additional Debt" shall mean debt of the Issuer payable from its non-ad valorem revenues which does not include debt payable from non-ad valorem revenues derived from the Issuer's enterprise funds or special revenue funds as such funds are designated in the Issuer's financial statements, which Additional Debt must be issued in accordance with the provisions of Appendix B hereto. "Authorized Depository" shall mean the State Board of Administration and any state banking corporation or national banking association situated in the State of Florida which is a member of the Federal Deposit Insurance Corporation and which is eligible under the laws of the State of Florida to receive deposits of funds of the Issuer. "Authorized Investments" shall mean all accounts with the State Board of Administration of the State of Florida and, subject to any limitations which may be contained in Appendix F hereto, any investments which shall be authorized from time to time by applicable laws of the State of Florida for deposit or purchase by the Issuer for the temporary investment of its funds. -1- "Bond Counsel" shall mean Foley & Lardner, Tampa, Florida. "Bond Register" shall mean the registration books of the Issuer, kept by the Registrar, for the purpose of registering ownership of the Bonds. "Bonds" shall mean the Section 2 . 01 Bonds. "Bond Service Requirement" for any Bond Year shall mean the amount required to pay the principal of and interest on the Bonds during such Bond Year. "Bond Year" shall mean the period commencing on the day after the principal maturity date of the Bonds each calendar year and ending on the principal maturity date of the Bonds in the next succeeding calendar year. Each Bond Year shall be designated with the number of the calendar year in which such Bond Year ends. "Closing" shall mean the delivery of the Bonds by the Issuer to the Underwriter upon payment by the Underwriter to the Issuer of the purchase price therefor in full. "Code" shall mean the United States Internal Revenue Code of 1986, as the same may be amended from time to time, or any successor enactment, and the regulations thereunder, whether proposed, temporary or final, promulgated by the Department of the Treasury, Internal Revenue Service. "Cost" when used in connection with the Project, shall mean all expenses necessary, appurtenant or incidental to the reimbursement, acquisition, construction and installation of the Project, including without limitation the cost of any land or -2- interest therein or of any fixtures, equipment or personal property necessary or convenient therefor, the cost of labor and materials to complete such construction, architectural, engineering and legal expenses, fiscal expenses, expenses for estimates of costs and of revenues, expenses for plans, specifications and surveys, interest during construction, administrative expenses related solely to the acquisition and construction of the Project and all expenses incident to the financing of the Project and the issuance of the Bonds. "Federal Securities" shall mean (i) direct obligations of the United States of America including obligations issued or held in book-entry form on the books of the Department of the Treasury, (ii) REFCORP obligations issued by the Resolution Trust Company and (iii) obligations the principal of and interest on which are unconditionally guaranteed by the United States of America. "Fiscal Year" shall mean the period commencing on October 1 of each year and ending on September 30 in the next succeeding year. "Instrument" shall mean this resolution and all resolutions amendatory hereof which may be hereafter duly adopted by the Issuer. "Interest Payment Dates" shall mean the dates designated as such in Appendix G hereto. "Maximum Bond Service Requirement" means with reference to any Bonds or Additional Debt, for any period of 12 consecutive calendar months for which such calculation is made, the aggregate -3- of the payments to be made in respect of principal and interest on outstanding Bonds or Additional Debt during such period, provided that with respect to Balloon Long-Term Debt such calculation shall include the amount of principal which would be payable in such period if such principal were amortized from the date of incurrence thereof over a period of twenty (20) years (or, if the term thereof exceeds 20 years, over a period equal to such term) on a level debt service basis at an interest rate equal to the rate borne by such indebtedness on the date calculated, except that if the date of calculation is within twelve (12) months of the actual maturity of such indebtedness, the full amount of principal payable at maturity shall be included in such calculation, and except if there is a binding commitment to refinance such Balloon Long-Term Debt, the actual terms of such take-out commitment shall be included in such calculation. "Owner" shall mean the Person in whose name any outstanding Bond is registered according to the Bond Register. "Person" shall mean an individual, a corporation, a partnership, an association, a joint stock company, a trust, any unincorporated organization or a government or political subdivision thereof. "Pledged Funds" shall mean the Revenues deposited in the Revenue Fund and all moneys on deposit to the credit of the Sinking Fund and the interest and earnings to be derived by the Issuer on the investment thereof. -4- "Project Accounts" shall mean the special account created pursuant to Section 3 . 03 hereof into which the Issuer shall deposit a portion of Bond proceeds. "Registrar" shall mean the institution appointed by Section 4 . 08 hereof, or any bank or other qualified institution hereafter appointed as successor registrar and paying agent for the Bonds by resolution of the Governing Body. "Revenue Fund" shall mean the account created pursuant to the provisions of Section 3 . 04 (A) of this Instrument, into which the Issuer shall deposit as required on a semi-annual basis, the Revenues. "Revenues" shall mean that portion of the non-ad valorem revenues of the Issuer (described and defined in and by Appendix D hereto) which the Issuer has covenanted to budget and appropriate for each Fiscal Year while the Bonds are outstanding in order to pay the principal, interest, and redemption premium, if any, on the Bonds from its non-ad valorem revenues. "Section 2 . 01 Bonds" shall mean the Bonds authorized to be issued pursuant to the provisions of Section 2 .01 hereof. "Sinking Fund" shall mean the account created pursuant to the provisions of Section 3 . 04 (B) of this Instrument. "Underwriter'" shall mean William R. Hough & Co. 1. 02 Authority for this Instrument. This Instrument is enacted pursuant to the provisions of the Act and other applicable provisions of law. -5- 1. 03 Findings. It is hereby found and determined: all of the findings specified in Appendix F hereto, and, in addition, that: (A) The Project is necessary for the health, welfare, safety and economy of the citizens and inhabitants of the Issuer. (B) It is necessary and in the best interest of the finances and economy of the Issuer that all or a part of the Cost of the Project be financed with the proceeds from the sale of the Section 2 . 01 Bonds. (C) The Pledged Funds will be sufficient in each Bond Year to pay the principal of and interest on the Section 2 . 01 Bonds which shall become due and payable in such Bond Year. It is deemed necessary and desirable to covenant to appropriate the Pledged Funds to the payment of the principal of and interest on the Section 2 . 01 Bonds. (D) The Issuer is not, under this Instrument, obligated to levy any ad valorem taxes on any real or personal property situated within its territorial limits to pay the principal of, premium, if any, or interest on the Bonds. The Bonds shall not constitute a lien upon any property of the Issuer other than the Pledged Funds. (E) This Instrument is declared to be and shall constitute a contract between the Issuer and all Owners; and the covenants and agreements herein set forth to be performed by the Issuer are and shall be for the equal benefit, protection and security of all Owners, all of which shall be of equal rank and -6- without preference, priority or distinction of any of the Bonds over any other, except as hereinafter provided. (F) The Governing Body is advised that due to the present volatility of the market for tax-exempt public obligations such as the Section 2 . 01 Bonds, it is in the best interest of the Issuer to sell the Section 2 . 01 Bonds by a negotiated sale, allowing the Issuer to enter such market at the most advantageous time, rather than at a specified advertised future date, thereby permitting the Issuer to obtain the best possible price, interest rate and other terms for the Section 2 . 01 Bonds and, accordingly, the Issuer does hereby find and determine that it is in the best financial interest of the Issuer that a negotiated sale of the Section 2 . 01 Bonds be authorized. The Underwriter has offered to purchase the Section 2 . 01 Bonds at the price and upon the terms to be stated in a Bond Purchase Agreement and will file with the Issuer the Underwriter's Disclosure Statement in compliance with Section 218 . 385 (4) , Florida Statutes, as amended. (G) It is necessary and appropriate that the Issuer appoint a registrar and a paying agent for the Bonds, and the institution appointed Registrar by Section 4 . 08 hereof is acceptable to the Issuer; and it appears to the Governing Body that the same is qualified to serve as Registrar for the Bonds in accordance with the terms hereof. 1. 04 Project Authorized. The acquisition, construction and installationof the Project is hereby authorized. -7- ARTICLE II AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF BONDS 2 . 01 Authorization of Bonds. Subject and pursuant to the provisions of this Instrument, fully registered obligations of the Issuer described in Appendix C hereto are hereby authorized to be issued for the purpose of financing all or a part of the Cost of the Project and are to be registered for initial delivery in the name of Cede & Co. , as Securities Depository Nominee with such interest rates and maturities as shall be approved by the Issuer by subsequent resolution. 2 . 02 Payment of Bonds and Interest. The Bonds shall be payable as to both principal and interest at the principal office of the Registrar in lawful money of the United States of America. The interest payable on each of the Bonds on any Interest Payment Date will be paid by check or draft of the Registrar to the Owner 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) next preceding such Interest Payment Date. In the event the interest payable on the Bonds is not punctually paid or duly provided for by the Issuer on such Interest Payment Date, such defaulted interest will be paid to the Owner in whose name such Bonds 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 Owner, not less than ten (10) days preceding such special record date. -8- From and after any maturity date of any of the Bonds or part thereof (deposit of moneys and/or Federal Securities for the payment of the principal and interest on such Bonds or part thereof having been made by the Issuer with the Registrar) , notwithstanding that any of such Bonds shall not have been surrendered for cancellation, no further interest shall accrue upon the principal of such Bonds or such part thereof, no interest shall accrue upon the interest which shall have accrued and shall then be due on such date, and such Bonds or part thereof shall cease to be entitled to any lien, benefit or security under this Instrument, and the Owners shall have no rights in respect of such Bonds or part thereof except to receive payment of such principal and unpaid interest accrued to the maturity date. 2 . 03 Provisions for Redemption. The Section 2 . 01 Bonds shall be redeemable prior to their respective stated dates of maturity only upon such terms and conditions as may be provided in subsequent resolution by the Issuer. Unless waived by any Owner of Bonds to be redeemed, notice of any redemption of Bonds prior to maturity 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 30 days and not more than 60 days prior to the date fixed for redemption to each Owner of Bonds to be redeemed at the address of such Owner shown on the Bond Register or at such other address as shall be furnished in writing by such Owner to the Registrar. -9- 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 of a partial redemption of any Bond, the principal amount) of each Bond to be redeemed, (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 at the principal office of the Registrar. Prior to any redemption date, the Issuer shall deposit with the Registrar for the benefit of the Owners an amount of money sufficient to pay the redemption price of all the Bonds or portions of Bonds which are to be redeemed on that date. The Registrar shall not be obligated to pay interest or account for or pay over any earnings or benefits it may receive as a result of holding such money, to any Owner, the Issuer or any other Person. Official 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 -10- portions of Bonds shall cease to bear interest. Upon surrender for redemption in accordance with said notice, such Bonds shall be paid by the Registrar at the redemption price. Each check or other transfer of funds issued by the Registrar for the purpose of the payment of the redemption price of Bonds being redeemed shall bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. Installments of interest due on or prior to the redemption date shall be payable as herein provided for payment of interest. Upon surrender for any partial redemption of any Bond, there shall be prepared for the Owner a new Bond or Bonds of the same maturity in the amount of the unpaid principal of such partially redeemed Bond. All Bonds which have been redeemed shall be cancelled and destroyed by the Registrar and shall not be reissued. In addition to the foregoing notice, further notice shall be given by the Bond Registrar as set out below, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. (1) Each further notice of redemption given hereunder shall contain the information required above for an official notice of redemption plus (i) the CUSIP numbers of all Bonds being redeemed; (ii) the date of issue of the Bonds as originally issued; (iii) the rate of interest borne by each Bond being redeemed; (iv) the maturity date of each Bond being redeemed; and (v) any other -11- descriptive information needed to identify accurately the Bonds being redeemed. (2) Each further notice of redemption shall be sent at least 35 days before the redemption date by registered or certified mail or overnight delivery service to all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds (such depositories now being Depository Trust Company of New York, New York, Midwest Securities Trust Company of Chicago, Illinois, Pacific Securities Depository Trust Company of San Francisco, California, and Philadelphia Depository Trust Company of Philadelphia, Pennsylvania) and to one or more national information services that disseminate notices of redemption of obligations such as the Bonds. 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 corporate seal (or a facsimile thereof) of the Issuer shall be imprinted thereon, attested and countersigned with the manual or facsimile signature of the Clerk or other authorized officer of the Issuer. In case any one or more of the officers who shall have signed or sealed the Bond or whose facsimile signature shall appear thereon shall cease to be such officer of the Issuer before such Bonds have been actually sold such Bonds may nevertheless be sold as herein provided and may be issued as if the person who signed or sealed the Bond had not ceased to hold such office. The Bonds may be signed and sealed on behalf of the Issuer by such person who at the actual time of the execution of the Bond -12- 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 Instrument, notwithstanding that either or both shall have ceased to hold such office at the time the Bonds shall be actually sold. 2 . 05 Negotiability and Registration. The Bonds shall be and shall have all the qualities and incidents of negotiable instruments under the law merchant and the Uniform Commercial Code of the State of Florida, subject to the provisions for registration and transfer contained in this Instrument and in the Bonds. Each Bond shall be transferable only upon the Bond Register of the Issuer, at the principal office of the Registrar, upon delivery to the Registrar of a written instrument or instruments of transfer in form and with guarantee of signatures satisfactory to the Registrar, duly executed by the Owner of the Bonds to be transferred, or by such Owner's attorney duly authorized in writing, containing such identification information for the transferee as the Registrar shall reasonably require, and the certificate for the Bond or Bonds to be transferred. In all cases of the transfer of any Bond, the Registrar shall enter the transfer of ownership in the Bond Register and deliver in the name of the transferee or transferees a new registered Bond or Bonds, of authorized denominations of the same maturity and interest rate for the aggregate principal amount which -13- the Owner is entitled to receive at the earliest practicable time in accordance with the provisions of this Instrument. The Issuer or the Registrar may charge the Owner for every such transfer of Bonds sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such transfer and may require that such charge be paid before any such transfer shall be made or any new Bond shall be delivered. Bonds may be exchanged at the principal office of the Registrar for a like aggregate principal amount of Bonds of the same series, maturity and interest rate in other authorized denominations. The Issuer and the Registrar shall not be required to issue, transfer or exchange any Bonds during the period beginning with the fifteenth day next preceding either any Interest Payment Date or any day on which such Bonds shall have been duly called for redemption in whole or in part and with respect to which the applicable notice of redemption shall have been duly given. New Bonds delivered upon any transfer or exchange shall be valid, limited obligations of the Issuer, evidencing the same debt as the Bonds surrendered, shall be payable solely from the Pledged Funds and shall be entitled to all of the security and benefits hereof to the same extent as the Bonds surrendered. The Issuer and the Registrar may treat the Owner of any Bond, whether or not such Bond shall be overdue, as the absolute owner thereof for all purposes, and any notice to the contrary shall not be binding upon the Issuer or the Registrar. -14- 2 . 06 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 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 to and cancellation of such mutilated Bond by the Registrar, or in lieu of and substitution for the Bond destroyed, stolen or lost, and upon the Owner furnishing to the Issuer satisfactory indemnity and complying with such other reasonable regulations and conditions as the Issuer may prescribe and paying such expenses as the Issuer may incur. If any such Bonds shall have matured or be about to mature, instead of issuing a substitute Bond the Issuer may pay the same, upon being indemnified as aforesaid, and if such Bond be lost, stolen or destroyed, without surrender thereof. Any such duplicate Bonds issued pursuant to this section shall constitute original, additional contractual obligations on the part of the Issuer whether or not the lost, stolen or destroyed Bonds be at any time found by anyone, and such duplicate Bonds shall be entitled to equal and proportionate benefits and rights as to lien on and source and security for payment from the Pledged Funds to the same extent as all other Bonds issued hereunder. 2 . 07 Form of Bonds. The text of each series of the Bonds shall be in substantially the form therefor provided in Appendix G hereto, with only such omissions, insertions and variations as may be necessary and/or desirable (which necessity -15- and/or desirability shall be presumed by the Issuer's delivery of such Bonds to the purchaser or purchasers thereof) . ARTICLE III COVENANTS, SPECIAL FUNDS AND APPLICATION THEREOF 3 . 01 Bonds Not to Be General Obligations of Issuer. Neither the Bonds nor the interest thereon shall be or constitute general obligations or indebtedness of the Issuer as "bonds" within the meaning of Article VII, Section 12 of the Constitution of Florida, but shall be payable solely from and secured by the Pledged Funds as herein provided. No Owner 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. 3 . 02 Security for Bonds. The payment of the principal of and interest on the Bonds shall be secured forthwith equally and ratably by a lien upon the 'Pledged Funds. The Issuer does hereby irrevocably covenant to budget and appropriate the Pledged Funds on an annual basis for the payment of the principal of and interest on the Bonds and to make the payment into the Sinking Fund at the times provided of the sums required to secure to the Owners thereof the payment of the principal of, premium, if any, and interest on the Bonds as the same shall become due. The portion of the Issuer's non-ad valorem revenues which is not appropriated for the -16- repayment of the Bonds nor placed in the Revenue Fund is not pledged as security for the Bonds. 3 . 03 Application of Section 2 . 01 Bond Proceeds. The Issuer will establish with an Authorized Depository two separate accounts (known as the "Ocoee City Hall Project Account" and the "Ocoee Police Station Project Account") , into which shall be deposited the proceeds from the sale of the Section 2 . 01 Bonds (except accrued interest, if any, which shall be deposited in the Sinking Fund) and the additional funds, if any, required to assure payment in full of the Cost of the Project. There shall exist no lien upon or pledge of funds in the two Project Accounts in favor of the Owners, and the Owners shall have no duty or obligation to see that the proceeds of the Section 2 . 01 Bonds shall be applied as herein specified or that the moneys in such Project Accounts shall be expended in the manner provided in this section. Moneys in the two Project Accounts shall be expended only for the Cost of the Project, with the moneys in the Ocoee Police Station Project Account to be used only for that portion of the Project relating to the police station. The moneys shall be continuously secured by such Authorized Depository in the manner prescribed by the laws of the State of Florida relating to the securing of funds of ' the Issuer. The Issuer may direct the Authorized Depository to invest in Authorized Investments all or any portion of such funds on deposit in the Project Accounts which shall not be needed immediately to pay items of the Cost of the -17- Project. The earnings from any such investment shall be deposited in the respective Project Accounts. Provided, however, anything herein to the contrary notwithstanding, no use will be made of the proceeds of the Section 2 . 01 Bonds which, if such use were reasonably expected on the date of issuance of the Section 2 . 01 Bonds, would cause the same to be "arbitrage bonds" within the meaning of the Code. The Issuer will at all times while the Section 2 . 01 Bonds and the interest thereon shall remain outstanding and unpaid comply with the requirements of Section 148 of the Code. When the construction of the Project has been completed and all Costs thereof have been paid in full, all funds remaining in the Project Accounts shall be retained in the Project Accounts and promptly expended by the Issuer to pay all or part of the cost of any other governmental capital project or projects with respect to which the Issuer shall obtain an opinion of nationally recognized bond counsel that such expenditure will not cause the interest on any of the Section 2 . 01 Bonds to be includable in the gross income of the Owners thereof, or applied, to the extent possible, to the purchase of Section 2 . 01 Bonds which may be available in the open market or, if not available, to the redemption of Section 2 . 01 Bonds on the earliest optional redemption date, in the manner provided in Section 2 . 03 hereof, whereupon any balance thereof shall be deposited in the Revenue Fund and the Project Accounts shall be closed. -18- 3 . 04 Covenants of the Issuer. So long as any of the principal of or premium, if any, or interest on any of the Bonds shall be outstanding and unpaid, or until provision for payment thereof shall have been made within the meaning of Section 4 . 05 hereof, the Issuer covenants with the Owners as follows: (A) Revenue Fund. The Issuer covenants and agrees to establish with an Authorized Depository and maintain a special account into which the Issuer shall deposit promptly on March 1 and September 1 of each year Revenues in amounts which will be sufficient to pay the next succeeding interest and principal payments (and redemption premium, if any) due on the Bonds. The Revenue Fund shall be held by the Issuer separate and apart from all other funds of the Issuer and expended and applied by the Issuer only in the manner specified in this section. (B) Sinking Fund. The Issuer covenants and agrees to establish with an Authorized Depository a special fund to be known as the "Sinking Fund" and used exclusively by the Issuer for the purpose of receiving and holding the accrued interest to be deposited therein from Bond proceeds, any sum required by Appendix F hereto to be deposited from Bond proceeds (or any other source specified in Appendix F hereto) and the moneys to be deposited therein from the Revenue Fund pursuant to this subsection and to pay therefrom (i) all interest on the Bonds as the same shall come due and (ii) the principal of the Bonds at the respective maturity dates thereof. -19- On or before March 5 and September 5, the Issuer shall withdraw from the Revenue Fund and deposit to the credit of the Sinking Fund such sums on deposit in the Revenue Fund as shall be necessary to make the amount on deposit in the Sinking Fund sufficient to pay the next succeeding interest and principal payments (and redemption premium, if any) due on the Bonds, and shall deposit any additional amount specified in Appendix F hereto. After such deposits shall have been made from the Revenue Fund to the Sinking Fund to the extent required, the balance of the moneys on deposit in the Revenue Fund, if any, and any interest or other earnings which may thereafter, be derived by the Issuer from the investment of Sinking Fund moneys may be withdrawn by the Issuer, from the Revenue Fund and the Sinking Fund, respectively, whereupon the lien in favor of the Bonds upon such moneys so withdrawn shall be and is hereby released, and such moneys and earnings so withdrawn may be used by the Issuer for the purchase of Bonds, or for the redemption of Bonds which shall then be subject to redemption, or for any other lawful public purpose. (C) Trust Funds. The Revenue Fund, the Sinking Fund and all other funds and accounts which may be established pursuant to Appendix F hereto shall constitute trust funds for the purposes provided herein for such funds. All moneys on deposit therein, except those invested as hereinafter provided, shall be continuously secured in the same manner as deposits of funds of the Issuer are required to be secured by the laws of the State of Florida. There is hereby created a lien upon such funds in favor -20- of the Owners until the moneys deposited therein shall have been applied in accordance with this Instrument. Moneys on deposit to the credit of the Sinking Fund, except as may be provided in Appendix F hereto, may be invested in Authorized Investments which shall mature not later than the date on which such moneys shall be needed to pay the principal of and interest on the Bonds in the manner herein provided. The securities so purchased as an investment of funds shall be deemed at all times to be a part of the Sinking Fund, and any loss resulting from such investment shall be charged to the Sinking Fund and any interest accruing on such investment or any other profit realized therefrom shall be deposited in the Sinking Fund. Except as may be expressly provided in Appendix F hereto, the cash required to be accounted for in any of the funds and accounts created hereunder may be deposited in a single bank account, and the moneys allocated to such funds and accounts may be invested in a common investment pool, provided that adequate accounting records are maintained to reflect and control the restricted allocation of the cash on deposit therein and such investments for the purposes of such funds and accounts as herein provided. The designation and establishment of the funds and accounts in and by this Instrument shall not be construed to require the establishment of any completely independent, self-balancing fund as such term is commonly defined and used in governmental accounting, but rather is intended solely to -21- constitute an earmarking of certain revenues for certain purposes and to create a lien upon and pledge thereof in favor of the Bonds and establish certain priorities for application of such revenues as herein provided. (D) Issuance of Additional Debt. The Issuer may issue Additional Debt payable from its non-ad valorem revenues as prescribed in Appendix B hereof. Any resolution authorizing the issuance of Additional Debt may provide that any of the covenants herein contained will not be applicable to such Additional Debt, provided that such provisions shall not adversely affect the rights of any Bonds which shall then be outstanding. (E) Events of Default and Remedies. If one or more of the following events, herein called "Events of Default, " shall happen, that is to say, in case: (1) default shall be made in the payment of the principal or redemption price of any Bond when the same shall become due and payable, either at maturity or by proceedings for redemption or otherwise; or (2) default shall be made in the payment of any installment of interest on any Bond when and as such installment of interest shall become due and payable; or (3) the Issuer shall (1) admit in writing its inability to pay its debts generally as they become due, (2) file a petition in bankruptcy or take advantage of any insolvency act, (3) make an assignment for the benefit of its creditors, (4) consent to the -22- appointment of a receiver of itself or of the whole or any substantial part of its property, or (5) be adjudicated as bankrupt; or (4) a court of competent jurisdiction shall enter an order, judgment or decree appointing a receiver of the Pledged Funds or any part thereof, or of the whole or any substantial part of the Issuer's property, or approving a petition seeking reorganization of the Issuer under the federal bankruptcy laws or any other applicable law or statute of the United States of America or the State of Florida pertaining to bankruptcy or insolvency, and such order, judgment or decree shall not be vacated or set aside or stayed within 60 days from the date of the entry thereof; or (5) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Pledged Funds, or any part thereof, or of the Issuer or of the whole or any substantial part of the Issuer's property, and such custody or control shall not be terminated or stayed within 60 days from the date of assumption of such custody or control; or (6) 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 Instrument on the part of the Issuer to be performed, and such default shall continue for 30 days after written notice specifying such default and requiring the same to be remedied shall have been given the Issuer -23- by the Owners of not less than 25% in principal amount of the Bonds then outstanding; then in each and every such case any Owner of the Bonds affected by the Event of Default and then outstanding hereunder or an agent or trustee therefor may proceed to protect and enforce its rights and the rights of the Owners by a suit, action or special proceeding in equity or at law, by mandamus or otherwise, either for the specific performance of any covenant or agreement contained herein or in aid or execution of any power herein granted or for any enforcement of any proper legal or equitable remedy (including the appointment of a receiver) as said Owner or Owners shall deem most effectual to protect and enforce the rights aforesaid. No remedy herein conferred upon or reserved to the Owners 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. No delay or omission of any Owner to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default, or an acquiescence therein; and every power and remedy given by this section to the Owners may be exercised from time to time, and as often as may be deemed expedient. Nothing herein, however, shall be construed to waive any venue privileges of the Issuer or to grant to any Owner any right -24- to or lien on the Project or any part thereof or on any other property or income of the Issuer except the Pledged Funds. If an Event of Default shall happen and shall not have been remedied, the Issuer or a receiver appointed for the purpose shall apply all Pledged Funds as follows and in the following order: (1) to the payment of the reasonable and proper charges, expenses and liabilities of the receiver, the Registrar and the paying agents hereunder; (2) to the payment of the interest and principal or redemption price then due on the Bonds, as follows: 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 (with interest on defaulted installments of interest at the rate or rates borne by the Bonds with respect to which such interest is due to the extent permitted by law) , and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amount due on such installment, to the Persons entitled thereto, without any discrimination or preference; -25- 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 4 . 05 of this Instrument) , in the order of their due dates, with interest upon such Bonds at the rate or rates borne by 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 dates, 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 premium on and the principal of any Bonds called for optional redemption pursuant to the provisions of this Instrument. If the principal of all the Bonds shall have become due and payable, all such moneys shall be applied to the payment of the -26- 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 Bonds, ratably, according to the amounts due respectively for principal and interest, to the Persons entitled thereto without any discrimination or preference. (F) Records and Audits. The Issuer shall keep specific books, accounts and records of the Pledged Funds and the Cost of the Project and any Owner shall have the right, at all reasonable times, to inspect such books and records. So long as any of the Bonds shall be outstanding, the Issuer will furnish on or before one hundred eighty (180) days after the close of each Fiscal Year, to any Owner who shall request the same in writing, copies of an annual audit report prepared by an independent certified public accountant or an auditing official of the State of Florida, covering for the preceding Fiscal Year, in reasonable detail, the financial condition of the Issuer, receipts of the Revenues and all transactions in the Revenue Fund and the Sinking Fund. (G) Fidelity Bond. The Issuer will require each employee who may have possession of any Pledged Funds to be covered by a fidelity bond written by a responsible indemnity company in an amount fully adequate to protect the Issuer from loss. (H) Creation of Superior Liens. The Issuer covenants that it will not issue any other notes, bonds, certificates of -27- obligations of any kind or nature or create or cause or permit to be created any debt, lien, pledge, assignment or encumbrance or charge payable from or enjoying a lien upon the Pledged Funds hereunder ranking prior and superior to the lien created by this Instrument for the benefit of the Bonds. The Issuer reserves the right to pledge any and all of its revenues, which have not been pledged to the Section 2 . 01 Bonds hereunder, to Additional Debt upon compliance with Appendix B hereto and reserves the right to issue debt which is not defined hereunder as Additional Debt. (I) Compliance with Code. The Issuer covenants that it will not knowingly make any investments or acquiesce in the making of any investments by any depository pursuant to or under the provisions of this Instrument which could cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code. The Issuer covenants and agrees that it will take any reasonable action required to be taken pursuant to the nonarbitrage certificate or instructions from bond counsel, whether delivered in connection with or subsequent to the issuance and sale of the Bonds, in order to comply with all provisions of the Code compliance with which is required to maintain the tax-exempt status of the interest payable on the Bonds. -28- ARTICLE IV MISCELLANEOUS PROVISIONS 4 . 01 General Authority. The members of the Governing Body and the Issuer's officers, attorneys and other agents and employees are hereby authorized to do all acts and things required of them by this Instrument 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 Bonds and this Instrument, and they are hereby authorized to execute and deliver all documents which shall be reasonably required by bond counsel or the Underwriter to effectuate the sale of the Section 2 . 01 Bonds to the Underwriter. 4 . 02 No Personal Liability. No representation, statement, covenant, warranty, stipulation, obligation or agreement herein contained, or contained in any of the Bonds, or in any certificate or other instrument to be executed on behalf of the Issuer in connection with the issuance of any of the Bonds, shall be deemed to be a representation, statement, covenant, warranty, stipulation, obligation or agreement of any member of the Governing Body, officer, employee or agent of the Issuer in his or her individual capacity, and none of the foregoing persons nor any officer of the Issuer executing any of the Bonds, or any certificate or other instrument to be executed in connection with the issuance of any of the Bonds, shall be liable personally thereon or be subject to any personal liability or accountability by reason of the execution or delivery thereof. -29- 4 . 03 No Third Party Beneficiaries. Except as otherwise expressly provided herein or in the Bonds, nothing in this Instrument, or in the Bonds, expressed or implied, is intended or shall be construed to confer upon any Person other than the Issuer and the Owners any right, remedy or claim, legal or equitable, under and by reason of this Instrument or any provision hereof, or of the Bonds, all provision hereof and thereof being 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 Owners. 4 . 04 Compliance with Chapter 218 , Part III, Florida Statutes. The Issuer hereby approves and authorizes bond counsel to complete and file with the Division of Bond Finance, Department of General Services of the State of Florida, an advance notice of the impending sale of the Bonds, and to perform any other acts as may be necessary to comply with Chapter 218 , Part III, Florida Statutes, as amended. 4 . 05 Defeasance. If, at any time, the Issuer shall have paid, or shall have made provision for payment of, the principal redemption premiums, if any, and interest with respect to any of the Bonds, then, and in that event, the pledge of and lien on the Pledged Funds in favor of the Owners of such Bonds shall be no longer in effect. For purposes of the preceding sentence, deposit by the Issuer of Federal Securities (including obligations issued or held in book-entry form on the books of the Department of Treasury) , none of which permit redemption prior to maturity at the option of the obligor, in irrevocable trust with a banking -30- institution or trust company, for the sole benefit of such Owners, in respect to which obligations the principal and interest received will be sufficient to make timely payment of the principal of and interest and redemption premiums, if any, on such Bonds, shall be considered "provision for payment. " Nothing in this section shall be deemed to require the Issuer to call any Bonds for redemption prior to maturity pursuant to any applicable optional redemption provisions, or to impair in any way the discretion of the Issuer in determining whether or not to exercise any such option for early redemption. 4 . 06 Modification or Amendment. Any modification or amendment of this Instrument or of any resolution amendatory hereof or supplemental hereto may be made with the consent in writing of the provider of municipal bond insurance insuring all of the Bonds then outstanding which shall be materially and adversely affected by such modification or amendment, if as a result of which insurance such Bonds shall be rated in the highest rating category by either Moody's Investors Service or Standard & Poor's Corporation; or if such Bonds shall not be so insured or such insurance provider shall be in default or bankrupt, with the consent in writing of the Owners of fifty-one per centum (51%) or more in principal amount of such Bonds; provided, however, that no such modification or amendment shall permit a change in the maturity of such Bonds, or a reduction in the rate of interest thereon or in the amount of the principal obligation thereof, or affecting the promise of the Issuer to pay the principal of and -31- interest on such Bonds as the same shall become due from the Pledged Funds, or reduce the percentage of such Bonds the Owners of which are required to consent to any such modification or amendment without the consent of the Owners of one hundred per centum (100%) of such Bonds. This Instrument and any resolution amendatory hereof or supplemental hereto may be amended, to the extent that the amendment shall not materially and adversely affect any of the Bonds, without the consent of such insurance provider or any of the Owners for any of the following purposes: (1) To cure any ambiguity or formal defect or omission or to correct any inconsistent provisions in this Instrument, as supplemented, or to clarify any matters or questions arising hereunder. (2) To grant to or confer upon the Owners any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the Owners. (3) To add to the conditions, limitations and restrictions on the issuance of Bonds under the provisions of this Instrument other conditions, limitations and restrictions thereafter to be observed. (4) To add to the covenants and agreements of the Issuer in this Instrument 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. -32- (5) To specify and determine any matters and things relative to the Bonds which are not contrary to or inconsistent with this Instrument as theretofore in effect. 4 . 07 Sale of Section 2 . 01 Bonds and Distribution of Preliminary Official Statement. The Section 2 . 01 Bonds shall be sold and awarded to the Underwriter at the price and upon the terms and conditions to be stated in the Bond Purchase Agreement. The Issuer shall assist the Underwriter in complying with Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934 , as amended, and hereby authorizes the distribution of the Preliminary Official Statement by the Underwriter in connection with the offering of the Bonds. 4 . 08 Registrar and Paying Agent. , Florida, is hereby appointed as Registrar, to serve as registrar and paying agent for the Bonds. 4 . 09 Additional Provisions. Any additional provisions specified in Appendix F hereto are hereby adopted in like manner as though the same were set out in their entirety in this place. 4 . 10 Severability of Invalid Provisions. If any one or more of the covenants, agreements or provisions herein contained shall be held contrarTto 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 -33- covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereof or of the Bonds. 4 . 11 Repeal of Inconsistent Resolutions. All resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. 4 . 12 Table of Contents and Headings not Part Hereof. The Table of Contents preceding the body of this Instrument and the headings preceding the several articles and sections hereof shall be solely for convenience of reference and shall not constitute a part of this Instrument or affect its meaning, construction or effect. 4 . 13 Effective Date. This Instrument shall take effect immediately upon its passage and adoption. 4 . 14 Adoption at Public Hearing. This Resolution has been adopted at an advertised public hearing held in accordance with and pursuant to the provisions of the Charter of the City of Ocoee. PASSED AND ADOPTED IN PUBLIC SESSION of the City Commission of the City of Ocoee, Florida, this day of March, A.D. , 1991. APPROVED this day of , A.D. , 1991, at o'clock p.m. Lester Dabbs, Jr. , Mayor -34- FILED in the Office of the City Clerk this day of March, 1991. Jean Grafton, City Clerk Public Hearing Advertised February 26, , 1991 FOR USE AND RELIANCE ONLY APPROVED BY THE OCOEE CITY BY THE CITY OF OCOEE, FLORIDA COMMISSION AT A MEETING APPROVED AS TO FORM AND LEGALITY HELD ON THIS DAY OF , 1991 UNDER AGENDA ITEM NO. 1991. FOLEY & LARDNER BY: City Attorney c:/wp51/docs/ocoee/reso2 -35- APPENDIX A ADDITIONAL DEFINITIONS "Act" shall mean Chapter 166, Part III, Florida Statutes (1989) . "Balloon Long-Term Debt" means (i) indebtedness 25% or more of the principal payments of which are due in a single year and (ii) indebtedness 25% or more of the principal of which may, at the option of the holder or registered owner thereof, be redeemed at one time, which portion of the principal is not required by the documents pursuant to which such indebtedness is issued to be amortized by redemption prior to such date. "Clerk" shall mean the Clerk of the Issuer. "Designated Officer" shall mean the "Governing Body" shall mean the City Commission of the Issuer. "Issuer" shall mean the City of Ocoee, a political subdivision created and existing under and by virtue of the laws of the State of Florida. "Project" shall mean the acquisition, construction, expansion, renovation, installation and equipping of the Issuer's City Hall and Police Station. Appendix A - Page 1 APPENDIX B ADDITIONAL DEBT Additional Debt may be issued by the Issuer only upon compliance with the following conditions, to wit, that: (1) There shall have been obtained and filed with the Issuer a statement provided by the City's Finance Director: (a) stating that the books and records of the Issuer relating to the Issuer's receipt of all of its non-ad valorem revenues have been examined by such officer; (b) setting forth the amount of all of its non-ad valorem revenues for the Fiscal Year immediately preceding the date of delivery of such proposed Additional Debt with respect to which such statement is made; and (c) stating that such amount of all of its non-ad valorem revenues equals at least 1.75 times the Maximum Bond Service Requirement for all Bonds and any Additional Debt then outstanding, together with the proposed Additional Debt which respect to which such statement is made; and (2) The Issuer shall have cured any default in its performance of all of the covenants and obligations assumed by the Issuer hereunder, and all funds and accounts established under this Instrument shall be at levels at least equal to the respective levels therefor required hereby; provided, however, that a portion of the proceeds of the proposed Additional Debt may be used to provide moneys for this purpose. The amount of the non-ad valorem revenues as stated by the officer for compliance with clause (b) of paragraph (1) of this appendix and for the purpose of calculating the required coverage Appendix B - Page 1 for clause (c) of such paragraph shall be adjusted to include any amount by which the City Commission of the Issuer may have been increased by declaration of the Issuer made by resolution of the Commission adopted anytime after the commencement of such Fiscal Year and prior to the date such statement shall be made. Any resolution authorizing the issuance of Additional Debt may provide that any of the covenants herein contained will not be applicable to such Additional Debt, provided that such provisions shall not adversely affect the rights of any Bonds which shall then be outstanding. Appendix B - Page 2 APPENDIX C DESCRIPTION OF SECTION 2 . 01 BONDS The Bonds are fully registered obligations issued in the aggregate principal amount of $ maturing and subject to redemption as set forth in subsequent resolution of the Issuer. • Appendix C - Page 1 APPENDIX D REVENUES Revenues are that portion of the Issuer's non-ad valorem revenues which non-ad valorem revenues include, but are not limited to, license and permit fees, guaranteed entitlement and the half- cent sales tax, charges for services, fines and forfeitures, franchise fees, and utility taxes, which are budgeted by the Issuer on an annual basis to repay the Bonds. Appendix D - Page 1 APPENDIX E [INTENTIONALLY OMITTED] Appendix E - Page 1 APPENDIX F ADDITIONAL FINDINGS/ADDITIONAL PROVISIONS (H) The Issuer desires to qualify the Section 2 . 01 Bonds for the small governmental units exception to the arbitrage rebate requirements imposed by Section 148 (f) on the Code upon tax-exempt obligations such as the Section 2 . 01 Bonds issued after September 1, 1986. The Issuer does hereby find and determine that it is a governmental unit with general taxing powers, that the Section 2 . 01 bonds are not private activity bonds as defined in Section 141 of the Code, that at least 95 percent of the net proceeds of the Section 2 . 01 bonds (i.e. , the proceeds of the Section 2 . 01 Bonds reduced by amounts in a reasonably required reserve or replacement fund, if any) will be used for local governmental activities of the Issuer, and that the aggregate face amount of all tax-exempt obligations, other than private activity bonds (as defined in Section 141 of the Code) , including the Section 2 . 01 bonds, issued by or on behalf of the Issuer (and all subordinate entities thereof) during the 1991 calendar year is not reasonably expected to exceed $5, 000, 000. (I) The Issuer desires to qualify the Section 2 . 01 Bonds for the exception contained in Section 265 (b) (3) of the Code to the provisions of Section, 265 (b) of the Code which deny financial institutions any deduction for interest expense allocable to tax- exempt obligations acquired after August 7, 1986, and to designate the Section 2 . 01 Bonds for the purpose of qualifying for such exception. The Issuer does hereby find and determine that the Appendix F - Page 1 aggregate face amount of all qualified tax-exempt obligations (excluding private activity bonds, as defined in Section 141 of the Code, other than qualified 501 (c) (3) bonds, as defined in Section 145 of the Code) , including the Section 2 . 01 Bonds, issued by or on behalf of the Issuer (and all subordinate entities thereof) during the 1991 calendar year is not expected to exceed $10, 000, 000 and that as of the date hereof no tax-exempt obligations issued or authorized to be issued by or on behalf of the Issuer (and all subordinate entities thereof) , other than the Section 2 . 01 Bonds, have been designated by the Issuer for the purpose of qualifying for such exception. Appendix F - Page 2 APPENDIX G FORM OF BOND REGISTERED April 1, 1991 UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF OCOEE CAPITAL IMPROVEMENT REVENUE BOND, SERIES 1991 REGISTERED OWNER: Cede & Co. PRINCIPAL AMOUNT: $ MATURITY DATE: October 1, CUSIP: FOR VALUE RECEIVED, the City of Ocoee, a political subdivision created and existing under and by virtue of the laws of the State of Florida (the "Issuer") , hereby promises to pay, solely from the special funds hereinafter described, to the Registered Owner identified above, or registered assigns as hereinafter provided, the Principal Amount identified above in installments in the amounts and on the installment payment dates hereinafter provided, and interest on the unpaid balance of such Principal Amount from the date identified above or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid, at the rate of % per annum, on April 1 and October 1 of each year commencing October 1, 1991 (the "Interest Payment Appendix G - Page 1 Dates") , until such Principal Amount shall have been paid, except as the provisions hereinafter set forth with respect to redemption prior to maturity may be and become applicable hereto. The principal of this bond is payable October 1 for the year shown above. 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, at the office of the Bond Registrar hereinafter identified, located in , Florida, or at the principal corporate trust office of any successor Bond Registrar duly appointed by the Issuer, notice of which appointment (unless waived) shall be promptly given in the manner hereinafter provided for the giving of notice of redemption. 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 the Bond Registrar at the close of business on the date which shall be the fifteenth day (whether or not a business day) next preceding the Interest Payment Date for such installment and shall be paid by a check or draft of the Bond Registrar mailed to such registered owner at the address appearing on such registration books or at such other address as may be furnished in writing by such registered owner to the Bond Registrar. In the event interest payable on this bond is not punctually paid or duly provided for by the Issuer on such Interest Appendix G - Page 2 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 the registered owner hereof, not less than ten (10) days preceding such special record date. This bond is one of an authorized series of Bonds issued in the aggregate principal amount of $ (the "Bonds") issued to finance the cost of the acquisition, construction, expansion, renovation, installation and equipping of the Issuer's City Hall and Police Station (the "Project") , under the authority of and in full compliance with the Constitution and statutes of the State of Florida, particularly Chapter 166, Part II, Florida Statutes, as amended, and Resolution No. duly adopted by the Issuer on March 5, 1991, as amended and supplemented (the "Resolution") , and is subject to all the terms and conditions of the Resolution. This bond and the interest and any premium hereon are payable solely from and secured by a prior lien upon and a pledge of all of the moneys of the Issuer which are deposited with an Authorized Depository (as defined in the Resolution) into the Revenue Fund which area portion of the moneys allocated and paid to the Issuer as non-ad valorem revenues, and all moneys on deposit to the credit of the Sinking Fund established pursuant to the Resolution and the interest and earnings to be derived by the Issuer from the investment thereof (the "Pledged Funds") , all in Appendix G - Page 3 the manner described in the Resolution. No specific revenue sources have been pledged for the payment of the Bonds, however, the Issuer has covenanted to budget and appropriate annually from its non-ad valorem revenues, the amounts necessary to pay interest on, principal when due, and redemption premium, if any, for the Bonds. Neither this bond nor the interest or any premium hereon shall constitute a general indebtedness of the Issuer within the meaning of any constitutional or statutory provision or limitation, and neither the faith nor credit of the Issuer is pledged for their payment. It is expressly agreed by the owner of this bond that such owner shall never have the right to require or compel the exercise of the ad valorem taxing power of the Issuer to the payment of such principal, interest and premium, if any , or the payment of any other payments provided for in the Resolution. This bond and the obligation evidenced hereby shall not constitute a lien upon the Project or any other property owned by or situated within the territorial limits of the Issuer, but shall constitute a lien only upon and shall be payable solely from the Pledged Funds in the manner above recited. The Bonds maturing in the years 1992 to 1999, both inclusive, are not redeemable prior to their stated dates of maturity. The Bonds ' maturing on or after October 1, 2000 are redeemable prior to their stated dates of maturity, at the option of the Issuer as a whole, or in part, by maturities to be selected by the Issuer and by lot within a maturity if less than a full maturity, on October 1, 1999 or on any Interest Payment Date Appendix G - Page 4 thereafter, at a redemption price (expressed as a percentage of the principal amount thereof as set forth in the table below) together with accrued interest to the redemption date, if redeemed in the following periods: Redemption Period Both Dates Inclusive Redemption Price October 1, 1999 to September 30, 2000 102% October 1, 2000 to September 30, 2001 101 October 1, 2001 and thereafter 100 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 60 days prior to the date fixed for redemption to the registered owners of the Bonds to be redeemed at such owners' addresses shown on the registration books maintained by the Bond Registrar or at such other addresses as shall be furnished in writing by such registered owners to the Bond Registrar. Notice of redemption having been given as aforesaid, the Bonds or portions of the 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. This bond is transferable only upon the registration books of , , as registrar, or such other registrar as the Issuer shall hereafter duly appoint (the "Bond Registrar") , but only in the manner, Appendix G - Page 5 subject to the limitations and upon payment of the charges provided in the Resolution, and upon surrender of this bond to the Bond Registrar, with an instrument or instruments of transfer in form and with guaranty of signature satisfactory to the Bond Registrar, duly executed by the registered owner hereof, or by such owner's attorney duly authorized in writing and containing satisfactory information identifying the transferee. In all cases of the transfer of this bond, the Bond Registrar shall enter the transfer of ownership in such registration books and shall deliver in the name of the transferee or transferees a new Bond or Bonds of authorized denomination or denominations and of the same maturity, interest rate and aggregate principal amount, at the earliest practicable time. Prior to every such transfer the Bond Registrar shall be entitled to receive from the owner of this bond a sum sufficient only to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such transfer. 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 Constitution and laws of the State of Florida applicable hereto, and that the issuance of the Bonds does not violate any constitutional, statutory or charter limitations or provisions. Appendix G - Page 6 This bond is and has all the qualities and incidents of a negotiable instrument under the law merchant and the Uniform Commercial Code of the State of Florida. IN WITNESS WHEREOF, the City of Ocoee, Florida, has issued this bond and has caused the same to be signed with the signature of the Mayor of the City and attested and countersigned with the signature of the Clerk of the City, and its corporate seal to be imprinted hereon, all as of the date first above mentioned. THE CITY OF OCOEE, FLORIDA (SEAL] By: Its: ATTESTED AND COUNTERSIGNED: City Clerk Appendix G - Page 7 CERTIFICATE OF AUTHENTICATION This bond is one of the Bonds of the issue described in the within-mentioned Resolution. Registrar, as Authenticating Agent By: Authorized Officer DATE OF AUTHENTICATION: ASSIGNMENT AND TRANSFER FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto 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: NOTICE: The signature to this Signature Guaranteed: assignment must correspond with the name of the Registered Holder as it appears upon the face of the within Bond in NOTICE: Signature(s) must be every particular, without alter- guaranteed by a member of the ation or enlargement or any New York Stock Exchange or a change whatever and the Social commercial bank or trust Security or other identifying company. number of such assignee must be supplied. Appendix G - Page 8