HomeMy WebLinkAboutItem VI (A1) - Capital Improvement Revenue Bonds, Series 1991 - Resolution No 91-07 AGENDA 4-16-91
• Item VI A 1
A
RESOLUTION NO. 91- 07
RESOLUTION OF THE CITY OF OCOEE, FLORIDA,
PROVIDING FOR THE REPEAL AND REPLACEMENT OF
RESOLUTION NO. 91-05 PREVIOUSLY ADOPTED BY THE
CITY COMMISSION ON MARCH 5, 1991; PROVIDING
FOR THE ACQUISITION, DESIGN, 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
OF SUCH PROJECT, FUND A DEBT SERVICE RESERVE
AND PAY THE COST OF ISSUANCE OF SUCH BONDS;
COVENANTING TO BUDGET AND APPROPRIATE CERTAIN
FUNDS FOR THE PAYMENT OF THE BONDS AND
PLEDGING ALL MONEYS ON DEPOSIT TO THE CREDIT
OF CERTAIN FUNDS 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
Section Page
ARTICLE I
GENERAL
1. 01 Definitions 1
1. 02 Authority for this Instrument 6
1. 03 Findings 6
1. 04 Project Authorized 8
1. 05 Resolution Repealed 8
ARTICLE II
AUTHORIZATION, TERMS, EXECUTION AND
REGISTRATION OF BONDS
2 . 01 Authorization of Bonds 8
2 . 02 Payment of Bonds and Interest 9
2 . 03 Provisions for Redemption 10
2 . 04 Execution of Bonds 13
2 . 05 Negotiability and Registration 13
2 . 06 Bonds Mutilated, Destroyed, Stolen or Lost . . . 15
2 . 07 Form of Bonds 16
ARTICLE III
COVENANTS, SPECIAL FUNDS
AND APPLICATION THEREOF
3 . 01 Bonds Not to Be General Obligations of Issuer . . 16
3 . 02 Security for Bonds 17
3 . 03 Application of Section 2 . 01 Bond Proceeds and Use
of Project Accounts 17
3 . 04 Covenants of the Issuer 20
(A) Revenue Fund 20
(B) Sinking Fund 20
(C) Reserve Fund 22
(D) Trust Funds 22
(E) Issuance of Additional Debt 24
(F) Events of Default and Remedies 24
(G) Records and Audits 29
(H) Fidelity Bond 29
(I) Creation of Superior Liens 30
(J) Compliance with Code 30
ARTICLE IV
MISCELLANEOUS PROVISIONS
4 . 01 General Authority 31
4 . 02 No Personal Liability 31
4 . 03 No Third Party Beneficiaries 32
4 . 04 Compliance with Chapter 218 , Part III, Florida
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Statutes 32
4 . 05 Defeasance 32
4 . 06 Modification or Amendment 33
4 . 07 Sale of Bonds and Distribution of Preliminary
Official Statement 35
4 . 08 Registrar and Paying Agent 35
4 . 09 Additional Provisions 35
4 . 10 Severability of Invalid Provisions 35
4 . 11 Repeal of Inconsistent Resolutions 36
4 . 12 Table of Contents and Headings not Part Hereof . 36
4 . 13 Effective Date 36
4 . 14 Adoption Pursuant to Public Hearing 36
Appendix A - Additional Definitions
Appendix B - Additional Debt
Appendix C - Description of Bonds
Appendix D - Revenues
Appendix E - [Intentionally Omitted]
Appendix F - Additional Findings/Additional Provisions
Appendix G - Form of Bond
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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 Purchase Agreement" shall mean an agreement to be
entered into prior to issuance of the Bonds between the Issuer and
the Underwriter, setting forth the terms of the purchase thereof.
"Bond Register" shall mean the registration books of the
Issuer, kept by the Registrar, for the purpose of registering
ownership of the 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.
"Bonds" shall mean the Bonds authorized to be issued
pursuant to Section 2 . 01 hereof .
"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.
2
"Cost" when used in connection with the Project, shall
mean all expenses necessary, appurtenant or incidental to the
reimbursement, acquisition, design, construction and installation
of the Project, including without limitation the cost of any land
or 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, design,
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.
3
"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
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.
4
"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 Reserve Fund and the interest and earnings to be
derived by the Issuer on the investment thereof.
"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.
"Reserve Fund" shall mean the Reserve Fund established
pursuant to Section 3 . 04 (c) hereof.
"Reserve Fund Requirement" shall mean such amount as
shall be set forth in subsequent resolution of the Issuer.
"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.
5
"Sinking Fund" shall mean the account created pursuant to
the provisions of Section 3 . 04 (8) 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.
1. 03 Findings. It is hereby found and determined: all
of the findings specified in Appendix F hereto, and, in addition,
that:
(A) Resolution 91-05 of the Issuer adopted on March 5,
1991 was in need of amendment to provide for among other things the
creation of a Reserve Fund.
(B) Pursuant to Section 7 of Article II of the Charter
of the Issuer, the Governing Body held an advertised public hearing
on March 5, 1991 to consider the approval of the Project and the
borrowing of up to $2 , 600, 000 . 00 to fund the Project and that said
public hearing was preceded by at least seven (7) days notice
thereof published in a newspaper of general circulation in the City
of Ocoee. Furthermore, at said advertised public hearing the
Governing Body approved the Project and the borrowing of up to
$2 , 600, 000. 00 to fund the Project.
(C) The Project is necessary for the health, welfare,
safety and economy of the citizens and inhabitants of the Issuer.
(D) It is necessary and in the best interest of the
finances and economy of the Issuer that all or a part of the Cost
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of the Project be financed with the proceeds from the sale of the
Bonds.
(E) The Pledged Funds will be sufficient in each Bond
Year to pay the principal of and interest on the 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 Bonds.
(F) 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.
(G) 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
without preference, priority or distinction of any of the Bonds
over any other, except as hereinafter provided.
(H) The Governing Body is advised that due to the
present volatility of the market for tax-exempt public obligations
such as the Bonds, it is in the best interest of the Issuer to sell
the 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
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best possible price, interest rate and other terms for the 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 Bonds be authorized. The Underwriter has offered to
purchase the 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.
(I) 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 installation of the Project is hereby authorized.
1. 05 Resolution Repealed. Resolution 91-05 adopted by
the Issuer on March 5, 1991 is hereby repealed.
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
8
the Project, funding a Reserve Fund and paying all or part of the
costs of issuance of such Bonds.
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.
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
9
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 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.
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
10
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
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
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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
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
12
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
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
13
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
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
14
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 obligation's 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.
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
15
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
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
16 '
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
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 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 and Use
of Project Accounts.
(A) Application of Bond Proceeds. Except as may
otherwise be provided by subsequent resolution, the proceeds
derived from the sale of the Bonds shall, simultaneously with the
delivery of the Bonds to the Underwriter, be applied by the Issuer
as follows:
(1) Accrued interest shall be deposited in the Sinking
Fund.
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(2) An amount equal to the Reserve Fund Requirement
shall be deposited in the Reserve Fund.
(3) An amount necessary for the design, construction,
expansion, renovation, installation and equipping
of the police station shall be deposited in the
Ocoee Police Station Project Account.
(4) The balance of the proceeds will be deposited in
the Ocoee City Hall Project Account.
(B) Project Accounts. 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 as set forth
in subparagraph (A) above. 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 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 Ocoee Police Station Project Account are to
be used only for those items which relate specifically to the
design, construction, expansion, renovation, installation and
equipping of the police station. Moneys in the Ocoee City Hall
Project account may be used to pay any Cost of the Project not
specifically related to the police station, including, but not
limited to, all expenses incident to the issuance of the Bonds.
The moneys shall be continuously secured by such Authorized
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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 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 Bonds
which, if such use were reasonably expected on the date of issuance
of the Bonds, would cause the same to be "arbitrage bonds" within
the meaning of the Code. The Issuer will at all times while the
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 Bonds to be includable in the gross income
of the Owners thereof, or applied, to the extent possible, to the
purchase of Bonds which may be available in the open market or, if
not available, to the redemption of Bonds on the earliest optional
redemption date, in the manner provided in Section 2 . 03 hereof,
19
whereupon any balance thereof shall be deposited in the Revenue
Fund and the Project Accounts shall be closed.
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 fund
to be known as the "Revenue Fund" , 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 (i) the next succeeding
interest and principal payments (and redemption premium, if any)
due on the Bonds and (ii) any amounts necessary to restore the
amounts on deposit in the Reserve Fund to the Reserve Fund
Requirement. 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.
Moneys on deposit in the Revenue Fund shall be deposited or
credited to the Sinking Fund and/or the Reserve Fund at such times
and in such amounts so as to satisfy the requirements of
Subparagraphs (B) and (C) hereof.
(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
20
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 or the Reserve 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.
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.
21
(C) Reserve Fund. The Issuer covenants and agrees to
establish with an Authorized Depository and maintain a special fund
to be known as the "Reserve Fund" . On or prior to each principal
and interest payment date for the Bonds, moneys in the Reserve Fund
shall be applied by the Issuer to the payment of the principal of
and interest on the Bonds to the extent that moneys in the Sinking
Fund shall be insufficient for such purpose. Whenever there shall
be moneys in the Reserve Fund in excess of the Reserve Fund
Requirement, such moneys shall be deposited by the Issuer to the
credit of the Sinking Fund.
Whenever moneys on deposit in the Reserve Fund, together
with other available moneys in the Sinking Fund, are sufficient to
fully pay all Outstanding Bonds (including principal and interest
thereon) in accordance with their terms, the funds on deposit in
the Reserve Fund shall be applied to the payment of the Bonds.
(D) Trust Funds. The Revenue Fund, the Reserve 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 of the Owners until the moneys deposited therein shall
have been applied ' in accordance with this Instrument. Moneys on
deposit to the credit of each fund or account, other than the
22
Reserve 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. Moneys on deposit in the Reserve Fund may be invested or
reinvested in Authorized Investments which shall mature no later
than five (5) years from the date of acquisition thereof. The
securities so purchased as an investment of funds shall be deemed
at all times to be a part of the respective fund or account, and
any loss resulting from such investment shall be charged to such
fund or account and any interest accruing on such investment or any
other profit realized therefrom shall be deposited in such fund or
account, except with respect to the Reserve Fund, where amounts in
excess of the Reserve Fund Requirement shall be deposited to the
credit of the Sinking Fund. All investments shall be valued at
cost.
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.
23
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
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.
(E) 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.
(F) 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
24
(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
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
25
(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
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
26
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
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
27
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;
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
28
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
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.
(G) 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.
(H) Fidelity Bond. The Issuer will require each
employee who may have possession of any Pledged Funds to be covered
29
by a fidelity bond written by a responsible indemnity company in an
amount fully adequate to protect the Issuer from loss.
(I) Creation of Superior Liens. The Issuer covenants
that it will not issue any other notes, bonds, certificates of
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 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.
(J) 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.
30
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 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.
31
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
32
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
33
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.
34
(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 Bonds and Distribution of Preliminary
Official Statement. The 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. Citizens and Southern
Trust Company (Florida) , National Association, Fort Lauderdale,
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 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
35
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 Pursuant to Public Hearing. This
Resolution has been adopted pursuant to an advertised public
hearing held on March 5, 1991 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 April,
A.D. , 1991.
APPROVED this day of , A.D. ,
1991, at o 'clock p.m.
Lester Dabbs, Jr. , Mayor
36
FILED in the Office of the City Clerk this day of
April, 1991.
Jean Grafton, City Clerk
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
37
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.
"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, design,
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 BONDS
The Bonds are fully registered obligations issued in the
aggregate principal amount of not to exceed $2 , 600, 000 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 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 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 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 Bonds (i.e. , the proceeds of the
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 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 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 Bonds for the
purpose of qualifying for such exception. The Issuer does hereby
find and determine that the aggregate face amount of all qualified
tax-exempt obligations (excluding private activity bonds, as
Appendix F - Page 1
defined in Section 141 of the Code, other than qualified 501 (c) (3)
bonds, as defined in Section 145 of the Code) , including the 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
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:
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 Nos. and duly adopted
by the Issuer on April 16, 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 are a 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 and the Reserve Fund established
pursuant to the Resolution and the interest and earnings to be
derived by the Issuer from the investment thereof (the "Pledged
Appendix G - Page 3
Funds") , all in 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.
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Appendix G - Page 8