HomeMy WebLinkAboutItem IV (A) Resolution No 93-02, regarding the issuance of $15M Water/Sewer System Refunding and Improvement Revenue Bonds AGENDA 2-02-93
"CENTER OF GOOD LIVING-PRIDE OF WEST ORANGE" Item IV A
Ocoee
cr. t, ,i _ CITY OFOCOEE RUSTYOHS JOHNSON
.r O. 150 N.LAKESHORE DRIVE PAUL W.FOSTER
OCOEE,FLORIDA 34761 VERN COMBS
46 C15_____.)*: (407)656 2322 SAM WOODSON
r�� Or G 00V� QTY MANAGER
ELLIS SHAPIRO
MEMORANDUM
TO: Honorable Mayor and Board of City Commissioners
FROM: Jean Grafton, City Clerk
DATE: January 29, 1993
RE: RESOLUTION NO. 93-02, REGARDING THE ISSUANCE OF $15M WATER/SEWER
SYSTEM REFUNDING AND IMPROVEMENT REVENUE BONDS
The Bond Team will be present to present this item.
/mg
D ]3LHP ?
RESOLUTION NO. 93-02
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF OCOEE, FLORIDA, PROVIDING FOR THE
CONSTRUCTION AND ACQUISITION OF CERTAIN
IMPROVEMENTS TO THE COMBINED WATER AND SEWER
SYSTEM OF THE CITY OF OCOEE, FLORIDA, AND FOR
THE REFUNDING OF CERTAIN INDEBTEDNESS INCURRED
BY THE CITY OF OCOEE, FLORIDA; AUTHORIZING THE
ISSUANCE BY THE CITY OF NOT TO EXCEED
$15,000, 000 WATER AND SEWER SYSTEM REFUNDING
AND IMPROVEMENT REVENUE BONDS, SERIES 1993, TO
FINANCE THE COST THEREOF; PLEDGING NET
REVENUES OF THE SYSTEM TO SECURE PAYMENT OF
THE PRINCIPAL OF AND INTEREST ON SUCH BONDS;
MAKING CERTAIN COVENANTS AND AGREEMENTS FOR
THE BENEFIT OF THE HOLDERS OF SUCH BONDS;
PROVIDING FOR SEVERABILITY OF INVALID PROVI-
SIONS; PROVIDING FOR THE REPEAL OF ANY
RESOLUTIONS IN CONFLICT WITH THE PROVISIONS OF
THIS RESOLUTION; PROVIDING CERTAIN OTHER
MATTERS IN CONNECTION THEREWITH; AND PROVIDING
AN EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OCOEE,
FLORIDA:
ARTICLE I
GENERAL
SECTION 1. 01. Authority for this Resolution. This Resolution
is adopted pursuant to the provisions of the Constitution of the
State of Florida, the Charter of the City of Ocoee, Chapter 166,
Part II, Florida Statutes, and other applicable provisions of law.
SECTION 1. 02. Definitions. When used in this Resolution, the
following terms shall have the following meanings, unless the con-
text clearly otherwise requires. Words importing singular number
shall include the plural number in each case and vice versa, words
importing the masculine gender include every other gender and words
importing persons shall include firms and corporations.
"Acquired Obligations" shall mean any bonds or other
obligations which as to principal and interest constitute direct
obligations of, or are unconditionally guaranteed by, the United
States of America, if and to the extent the same are at the time
legal for investment of funds of the Issuer under the laws of the
State of Florida.
"Act" shall mean Chapter 166, Part II, Florida Statutes, and
other applicable provisions of law.
"Additional Bonds" shall mean the obligations issued at any
time under the provisions of Section 5.02 hereof on a parity with
the Series 1993 Bonds and any other Additional Bonds previously
issued.
"Additional Project" shall mean the acquisition, construction
or reconstruction of capital improvements to the System and shall
include all property rights, easements, franchises and equipment
relating thereto and deemed necessary or convenient for the con-
struction or acquisition or the operation thereof which are
financed in whole or in part with the proceeds of Additional Bonds.
"Amortization Installment" shall mean an amount designated as
such by Supplemental Resolution of the Issuer and established with
respect to any Term Bonds. There shall be no Amortization
Installment with respect to the Series 1993 Bonds.
"Authorized Issuer Officer" shall mean initially the City
Manager and the Director of Administrative Services as well as any
person authorized by resolution of the Issuer to perform such act
or sign such document.
"Average Annual Bond Service Requirement" means, as of each
date of calculation, the total amount of Bond Service Requirement
which is to become due on all Bonds deemed to be Outstanding
immediately after such date of calculation divided by the total
number of years for which Bonds are deemed to be Outstanding,
except that with respect to any Bonds for which Amortization
Installments have been established, the amount of principal coming
due on the final maturity date with respect to such Bonds shall be
reduced by the aggregate principal amount or Compounded Amounts of
such Bonds that are to be redeemed from Amortization Installments
to be made in prior Bond Years.
"Bond Counsel" shall mean a firm of nationally recognized
attorneys at law acceptable to the Issuer and experienced in the
issuance of bonds or other debt obligations by governmental units
such as the Issuer.
"Bondholder" or "Holder of Bonds" or "holder" or any similar
term shall mean any person who shall be the registered owner of any
Outstanding Bond.
"Bond Service Requirement" shall mean for a given year the
remainder after subtracting any accrued and funded interest for
that year that has been deposited into the Debt Service Fund for
that purpose from the sum of:
(1) The amount required to pay the interest coming due
on Bonds during that year;
2
(2) The amount required to pay the principal or Com-
pounded Amounts of Serial Bonds in that year, and the princi-
pal or Compounded Amounts of Term Bonds maturing in that year
that are not included in the Amortization Installments for
such Term Bonds; and
(3) The Amortization Installments for all series of Term
Bonds for that year.
"Bonds" shall mean the Series 1993 Bonds, herein authorized to
be issued and any Additional Bonds issued hereafter.
"Business Day" shall mean any day other than a Saturday,
Sunday or a day on which banking institutions located in the State
of Florida are required or authorized to remain closed.
"Capital Appreciation Bonds" shall mean the aggregate prin-
cipal amount of the Bonds that bear interest payable solely .at
maturity or upon redemption prior to maturity in the amounts
determined by reference to the Compounded Amounts, all as shall be
determined by subsequent resolution of the Issuer.
"City Engineer" shall mean the City Engineer of the Issuer.
"Clerk" shall mean the City Clerk of the Issuer, or such other
person as may be duly authorized by the Issuer to act on his or her
behalf.
"Code" shall mean the Internal Revenue Code of 1986, as
amended, and the regulations and rules thereunder in effect or
proposed.
"Compounded Amounts" shall mean, as of the date of computation
with respect to any Capital Appreciation Bonds, an amount equal to
the principal amount of such Bonds (the principal amount at the
date of issuance) plus the interest accrued on such Bonds from the
date of original issuance of such Bonds to the interest payment
date next preceding the date of computation or the date of
computation if an interest payment date, such interest to accrue at
an approximate rate per annum of the Capital Appreciation Bonds, as
set forth in the Series Resolution or the resolution awarding the
sale of such Bonds, compounded on the interest payment dates of
each year, plus, with respect to matters related to the payment
upon redemption of such Bonds, if such date of computation shall
not be an interest payment date, a portion of the difference
between the Compounded Amount as of the immediately preceding
interest payment date (or the date of original issuance if the date
of computation is prior to the first interest payment date
succeeding the date of original issuance) and the Compounded Amount
as of the immediately succeeding interest payment date, calculated
based on the assumption that the Compounded Amount accrued during
any period in equal daily amounts on the basis of a year of twelve
3
30-day months. A table of Compounded Amounts for the Capital
Appreciation Bonds shall be incorporated in the resolution awarding
the sale of any Capital Appreciation Bonds.
"Connection Charges" shall mean the charges imposed on those
connecting to the System for the actual cost of physically con-
necting to the System.
"Construction Fund" shall mean the City of Ocoee Water and
Sewer System Refunding and Improvement Revenue Bonds Construction
Fund created and established pursuant to Section 4. 03 hereof.
"Consulting Engineers" shall mean one or more independent,
qualified and recognized consulting engineer or firm of consulting
engineers having favorable repute, skill and experience with
respect to the planning and operation of the System who shall be
retained from time to time by the Issuer.
"Cost" when used in connection with a Project, shall mean, to
the extent permitted by law, the Issuer's cost of physical con-
struction; (2) costs of acquisition by or for the Issuer of such
Project; (3) costs of land and interests therein and the cost of
the Issuer incidental to such acquisition; (4) the cost of any
indemnity and surety bonds and premiums for insurance during
construction; (5) all interest due to be paid on the Bonds during
the construction period of such Project and for a reasonable period
thereafter; (6) engineering, legal and other consultant fees and
expenses; (7) costs of machinery or equipment required by the
Issuer for the commencement of operation of such Project; or (8)
any other costs properly attributable to such construction or
acquisition, as determined by generally accepted accounting prin-
ciples and shall include reimbursement to the Issuer for any such
items of Cost heretofore paid by the Issuer in anticipation of the
issuance of the Bonds. Any Supplemental Resolution of the Issuer
may provide for additional items to be included in the aforesaid
Costs.
"Cost of Operation and Maintenance" of the System shall mean
the then current expenses, paid or accrued, in the operation,
maintenance and repair of the System, as calculated in accordance
with generally accepted accounting principles, but shall not
include expenses not annually recurring, such as any reserve for
renewals and replacements, extraordinary repairs or any allowance
• for depreciation, any Bond Service Requirement or any payments in
lieu of taxes.
"Current Interest Bonds" shall mean the aggregate principal
amount of the Bonds that bear interest payable periodically on such
dates as shall be determined by subsequent resolution of the
Issuer. The Current Interest Bonds include the aggregate principal
amount of Serial Current Interest Bonds and such aggregate
4
principal amount of Term Current Interest Bonds, as shall be deter-
mined by subsequent resolution of the Issuer.
"Debt Service Fund" shall mean the City of Ocoee Water and
Sewer System Refunding and Improvement Revenue Bonds Debt Service
Fund created pursuant to Section 4.04 hereof.
"Federal Securities" shall mean only direct obligations of or
obligations fully guaranteed as to principal and interest by the
United States of America.
"Fiscal Year" shall mean the period commencing on October 1 of
each year and continuing through the next succeeding September 30,
or such other period designated by the Issuer as its Fiscal Year.
"Gross Revenues" or "Revenues" shall mean all income or
earnings, including Connection Charges, received by the Issuer or
accrued to the Issuer from the ownership, use or operation of the
System and all parts thereof, including investment income, if any,
earned on any fund or account created pursuant to this Resolution,
and on any fund or account established by the Issuer for the
System, all as calculated in accordance with generally accepted
accounting principles, but "Gross Revenues" or "Revenues" shall not
include proceeds from the sale or other disposition of the System
or any part thereof, condemnation awards or proceeds of insurance
received with respect to the System. Furthermore, "Gross Revenues"
or "Revenues" shall not include impact fees, water capital charges
or sewer capital charges levied in accordance with the City Code of
the Issuer.
"Initial Project" shall mean the acquisition, construction and
erection of certain' capital improvements to the System, all as more
specifically set forth on Exhibit "A" attached hereto and made a
part hereof, including, without limitation, all property rights,
appurtenances, easements, franchises and equipment relating thereto
and deemed necessary or convenient for the acquisition, construc-
tion or erection thereof, in accordance with certain plans on file
or to be on file with the Clerk, with such changes, deletions,
additions or modifications to the enumerated improvements, equip-
ment and facilities, or such other improvements as approved by the
City Commission of the Issuer in accordance with the Act.
"Interest Account" shall mean the separate account in the Debt
Service Fund established pursuant to Section 4.04 hereof.
"Interest Date" shall be such date or dates for the payment of
interest on a Series of Bonds as shall be provided by Supplemental
Resolution of the Issuer.
"Issuer" or "City" shall mean the City of Ocoee, Florida.
5
"Maximum Bond Service Requirement" shall mean, as of any
particular date of calculation, the greatest amount of aggregate
Bond Service Requirement for the then current or any future Bond
Year, except that with respect to any Bonds for which Amortization
Installments have been established, the amount of principal coming
due on the final maturity date with respect to such Bonds shall be
reduced by the aggregate principal amount or Compounded Amounts of
such Bonds that are to be redeemed from Amortization Installments,
in each case to be made in prior Bond Years.
"Maximum Interest Rate" shall mean, with respect to any par-
ticular Variable Rate Bonds, a numerical rate of interest, which
shall be set forth in the Supplemental Resolution of the Issuer
delineating the details of such Bonds, that shall be the maximum
rate of interest such Bonds may at any time bear in the future in
accordance with the terms of such Supplemental Resolution. If no
such Maximum Interest Rate is set forth in such Supplemental
Resolution, the Maximum Interest Rate with respect to such Variable
Rate Bonds shall be deemed to be the maximum rate permitted by law.
"Mayor" shall mean the Mayor of the Issuer, or such other
person as may be duly authorized by the Issuer to act on his or her
behalf.
"Net Revenues" of the System shall mean the Gross Revenues,
after deduction of the Cost of Operation and Maintenance.
"Outstanding" or "Bonds Outstanding" shall mean all Bonds
which have been issued pursuant to this Resolution, except:
(1) Bonds canceled after purchase in the open market or
because of payment at or redemption prior to maturity;
(2) Bonds for the payment or redemption of which cash
funds or Acquired Obligations or any combination thereof shall
have been theretofore irrevocably set aside in a special
account with an escrow agent (whether upon or prior to the
maturity or redemption date of any such Bonds) in an amount
which, together with earnings on such Acquired Obligations,
will be sufficient to pay the principal of and interest on
such Bonds at maturity or upon their earlier redemption;
provided that, if such Bonds are to be redeemed before the
maturity thereof, notice of such redemption shall have been
given according to the requirements of this Resolution or
irrevocable instructions directing the timely publication of
such notice and directing the payment of the principal of and
interest on all Bonds at such redemption dates shall have been
given to the escrow agent; and
(3) Bonds which are deemed paid pursuant to this Reso-
lution or in lieu of which other Bonds have been issued under
Sections 2.07 and 2.08 hereof.
6
"Paying Agent" shall mean any authorized depository designated
by the Issuer to serve as a Paying Agent for the Bonds that shall
have agreed to arrange for the timely payment of the principal of,
interest on and redemption premium, if any, with respect to the
Bonds to the owners thereof, from funds made available therefor by
the Issuer and any successors designated by subsequent resolution
of the Issuer. Nothing in this Resolution shall be deemed to
prohibit the Issuer from serving as Paying Agent hereunder or from
appointing one or more Paying Agents to serve under this
Resolution.
"Permitted Investments" shall mean any investment authorized
pursuant to the laws of the State of Florida and as shall be
determined by subsequent resolution of the Issuer adopted at or
prior to the sale of the Series 1993 Bonds.
"Person" shall mean an individual, a corporation, a partner-
ship, an association, a joint stock company, a trust, any unincor-
porated organization or governmental entity.
"Pledged Funds" shall mean (1) the Net Revenues of the System,
and (2) until applied in accordance with the provisions of this
Resolution, all moneys, including investments thereof, in the funds
and accounts established hereunder (except the Rebate Fund) .
"Project" shall mean, as applicable, the Initial Project and
any Additional Project.
"Prudent Utility Practice" shall mean, in respect of any
particular utility industry, any of the practices, methods and acts
which, in the exercise of reasonable judgment, in the light of the
facts, including but not limited to the practices, methods and acts
engaged in or approved by a significant portion of such utility
industry prior thereto, known at the time such decision was made,
would have been expected to accomplish the desired result at the
lowest reasonable cost consistent with reliability, safety and
expedition. It is recognized that Prudent Utility Practice is not
intended to be limited to the optimum practice, method or act to
the exclusion of all others, but rather is a spectrum of possible
practices, methods or acts which could have been expected to
accomplish the desired result at the lowest reasonable cost consis-
tent with reliability, safety and expedition.
"Qualified Independent Consultant" shall mean one or more
qualified and recognized independent consultants, having favorable
repute, skill and experience with respect to the duties of the
Qualified Independent Consultant to be provided to the Issuer, as
shall from time to time be retained by the Issuer to perform the
acts and carry out the duties herein provided for such consultants.
7
"Rebate Fund" shall mean the City of Ocoee Water and Sewer
System Refunding and Improvement Revenue Bonds Rebate Fund
established pursuant to Section 5.17 hereof.
"Record Date" shall have the same meanings as set, forth in
Sections 2.02 and 2.08 of this Resolution.
"Redemption Account" shall mean the special account of the
same name created within the Debt Service Fund.
"Redemption Price" shall mean with respect to any Bond or
portion thereof, the principal amount or portion thereof, plus the
applicable premium, if any, payable upon redemption thereof pursu-
ant to such Bond or this Resolution.
"Refunded Bonds" shall mean the remaining bonds outstanding of
the $6, 160, 000 City of Ocoee, Florida, Water and Sewer System
Revenue Bonds, Series 1989A, and the $4,000,000 City of Ocoee,
Florida, Water and Sewer System Revenue Bonds, Series 1989B.
"Registrar" shall mean a trust company or bank with trust
powers appointed by subsequent resolution of the Issuer to serve as
Registrar pursuant to this Resolution and any successors designated
by subsequent resolution of the Issuer. Nothing in this Resolution
shall be deemed to prohibit the Issuer from serving as Registrar
hereunder or from appointing one or more Registrars to serve under
this Resolution.
"Reserve Fund" shall mean the Reserve Fund created in Section
4.04 hereof and all accounts therein.
"Reserve Requirement" with respect to each Series of Bonds, if
any, shall be determined by subsequent resolution of the Issuer
adopted prior to the issuance of each such Series of Bonds, but
shall not exceed the lesser of (i) Maximum Debt Service Require-
ment, (ii) one and one-quarter times the Average Annual Debt
Service Requirement on the Series 1993 Bonds or (iii) except with
respect to Taxable Bonds, such amount as will not adversely affect
the exclusion of interest on the Bonds from the gross income of the
holders of the Bonds for purposes of federal income taxation. The
Reserve Requirement for the Series 1993 Bonds shall be the lesser
of (i) the Maximum Debt Service Requirement on the Series 1993
Bonds, (ii) one and one-quarter times the Average Annual Debt
Service Requirement or (iii) such amount as will not adversely
affect the exclusion of interest on the Series 1993 Bonds from the
gross income of the holders of the Series 1993 Bonds for purposes
of federal income taxation.
"Resolution" shall mean this Resolution, as the same may from
time to time be amended, modified or supplemented by Supplemental
Resolution.
8
"Revenue Fund" shall mean the City of Ocoee Water and Sewer
System Refunding and Improvement Revenue Bonds Revenue Fund
established pursuant to Section 4.04 hereof.
"Serial Bonds" shall mean all of the Bonds other than Term
Bonds.
"Serial Current Interest Bonds" shall mean the aggregate
principal amount of Current Interest Bonds maturing on such dates
and in such amounts as shall be determined by subsequent resolution
of the Issuer and for which Amortization Installments have not been
designated.
"Series" shall mean all the Bonds delivered on original
issuance in a simultaneous transaction and identified pursuant to
Sections 2.01 and 2.02 hereof or a Supplemental Resolution autho-
rizing the issuance by the Issuer of such Bonds as a separate
Series, regardless of variations in maturity, interest rate,
Amortization Installments or other provisions.
"Series 1993 Bonds" shall mean the City of Ocoee, Florida,
Water and Sewer System Refunding and Improvement Revenue Bonds,
Series 1993, initially issued under this Resolution, which may be
issued in one or more Series.
"Sewer System" shall mean the complete sewer system now owned,
operated and maintained by the Issuer, together with any and all
improvements, extensions and additions thereto hereafter
constructed or acquired, together with all lands or interests
therein, including plants, buildings, machinery, franchises, pipes,
mains, fixtures, equipment and all property, real or personal,
tangible or intangible, now or hereafter used in connection
therewith.
"Subordinated Indebtedness" shall mean that indebtedness of
the Issuer, subordinate and junior to the Bonds, issued in accor-
dance with the provisions of Section 5. 01 hereof.
"Supplemental Resolution" shall mean any Resolution of the
Issuer amending or supplementing this Resolution adopted and
becoming effective in accordance with the terms of Sections 7.01
and 7.02 hereof.
"System" shall mean collectively the Water System and the
Sewer System.
"Taxable Bond" shall mean any Bond which states in the body
thereof that the interest income thereon is includable in the gross
income of the holder thereof for federal income tax purposes or
that such interest is subject to federal income taxation.
9
"Term Bonds" shall mean Term Current Interest Bonds and Term
Capital Appreciation Bonds.
"Term Capital Appreciation Bonds" shall mean the aggregate
principal amount of Capital Appreciation Bonds maturing on such
dates and in such amounts as shall be determined by subsequent
resolution of the Issuer and for which Amortization Installments
have been designated.
"Term Current Interest Bonds" shall mean the aggregate princi-
pal amount of Current Interest Bonds maturing on such dates and in
such amounts as shall be determined by subsequent resolution of the
Issuer and for which Amortization Installments have been
designated.
"Variable Rate Bonds" shall mean Bonds issued with a variable,
adjustable, convertible or other similar rate which is not fixed in
percentage for the entire term thereof at the date of issue.
"Water System" shall mean the complete water system now owned,
operated and maintained by the Issuer, together with any and all
improvements, extensions and additions thereto hereafter
constructed or acquired, together with all lands or interests
therein, including plants, buildings, machinery, franchises, pipes,
mains, fixtures, equipments and all property, real or personal,
tangible or intangible, now or hereafter used in connection
therewith.
The terms "herein, " "hereunder, " "hereby, " "hereto, " "hereof"
and any similar terms, shall refer to this Resolution; the term
heretofore shall mean before the date of adoption of this
Resolution; and the term "hereafter" shall mean after the date of
adoption of this Resolution.
SECTION 1.03 . Resolution to Constitute Contract. In
consideration of the purchase and acceptance of any or all of the
Bonds by those who shall hold the same from time to time, the
provisions of this Resolution shall be a part of the contract of
the Issuer with the Holders of the Bonds and shall be deemed to be
and shall constitute a contract between the Issuer and the Holders
from time to time of the Bonds. The pledge made in this Resolution
and the provisions, covenants and agreements herein set forth to be
performed by or on behalf of the Issuer shall be for the equal
benefit, protection and security of the Holders of any and all of
said Bonds. All of the Bonds, regardless of the time or times of
their issuance or maturity, shall be of equal rank without
preference, priority or distinction of any of the Bonds over any
other thereof except as expressly provided in or pursuant to this
Resolution.
SECTION 1. 04. Findings. It is hereby ascertained, determined
and declared that:
10
(A) The Issuer owns and operates a combined Water System and
Sewer System.
(B) The Issuer deems it necessary, desirable and in the best
interests of the Issuer and the residents thereof that the Initial
Project be acquired, constructed and erected and that the Refunded
Bonds be refunded with the proceeds of the Series 1993 Bonds.
(C) The Initial Project and the refunding of the Refunded
Bonds shall be financed with the proceeds of the Series 1993 Bonds,
together with certain other legally available funds of the Issuer.
(D) No portion of the Pledged Funds are pledged or encumbered
in any manner, except with respect to the payment of the Refunded
Bonds. Such lien in favor of the holders of the Refunded Bonds on
a portion of the Pledged Funds shall be def eased upon the issuance
of the Series 1993 Bonds, and the City hereby covenants that it
will not issue any additional bonds under the resolution of the
City authorizing the Refunded Bonds.
(E) In order to preserve and protect the public health, safety
and welfare of the inhabitants of the Issuer, it is necessary and
desirable to acquire, design and construct the Initial Project.
(F) The Issuer deems it necessary, beneficial and in its best
interest to provide for the refunding of the Refunded Bonds. Such
refunding will be advantageous to the Issuer by revising certain
terms and covenants previously made for the benefit of the holders
of the Refunded Bonds and by providing interest cost savings to the
Issuer.
(G) The principal of and interest on the Bonds and all other
payments provided for in this Resolution will be paid solely from
the Pledged Funds; and the ad valorem taxing power of the Issuer
will never be necessary or authorized to pay the principal of,
premium, if any, and interest on the Bonds and the Bonds shall not
constitute a lien upon any property of the Issuer other than the
Pledged Funds.
(H) The Issuer adopted this Resolution after a public hearing
preceded by at least seven (7) days notice of the hearing and the
proposed action by publication in a newspaper of general circula-
tion in the City in accordance with the requirements of the City
Charter of the Issuer.
SECTION 1.05. Initial Project. The Issuer does hereby autho-
rize the acquisition, construction and erection of the Initial
Project in accordance with Exhibit "A" attached hereto and made a
part hereof.
SECTION 1.06. Refunding of Refunded Bonds. The Issuer does
hereby authorize the refunding of the Refunded Bonds.
11
ARTICLE II
AUTHORIZATION, TERMS, EXECUTION
AND REGISTRATION OF BONDS
SECTION 2. 01. Authorization of Bonds. This Resolution
creates an issue of Bonds of the Issuer to be designated as "City
of Ocoee, Florida, Water and Sewer System Refunding and Improvement
Revenue Bonds" which may be issued in one or more Series as
hereinafter provided. The aggregate principal amount of the Bonds
which may be executed and delivered under this Resolution is not
limited except as is or may hereafter be provided in this
Resolution or as limited by the Act or by law.
The Bonds may, if and when authorized by the Issuer pursuant
to this Resolution, be issued in one or more Series, with such
further appropriate particular designations added to or incorpo-
rated in such title for the Bonds of any particular Series as the
Issuer may determine and as may be necessary to distinguish such
Bonds from the Bonds of any other Series. Each Bond shall bear
upon its face the designation so determined for the Series to which
it belongs.
The Bonds shall be issued for such purpose or purposes; shall
bear interest at such rate or rates not exceeding the maximum rate
permitted by law; and shall be payable in lawful money of the
United States of America on such dates; all as determined by
Supplemental Resolution of the Issuer. In no event shall the rate
of interest on the Bonds exceed the maximum rate permitted by law.
The Bonds shall be issued in such denominations and such form,
whether coupon or registered; shall be dated such date; shall bear
such numbers; shall be Serial and/or Term Bonds; shall be payable
at such place or places; shall contain such redemption provisions;
shall have such Paying Agents and Registrars; shall mature in such
years and amounts; shall provide that the proceeds thereof be used
in such manner, all as determined by Supplemental Resolution of the
Issuer.
SECTION 2. 02. Authorization and Description of Series 1993
Bonds. Subject and pursuant to the provisions hereof, obligations
of the Issuer to be known as "City of Ocoee, Florida, Water and
Sewer System Refunding and Improvement Revenue Bonds, Series 1993, "
are authorized in the aggregate principal amount of not exceeding
$15, 000,000.
The Series 1993 Bonds shall be issued in fully registered
form; may be issued in one or more series of Term and/or Serial
Bonds; may be Capital Appreciation Bonds and/or Current Interest
Bonds; shall be dated; shall be numbered consecutively from R-1
upward if Current Interest Bonds; shall be numbered from CABR-1
12
upward if Capital Appreciation Bonds; shall be in the denomination
of $5, 000 each, or integral multiples thereof for the Current
Interest Bonds and in $5,000 maturity amounts for the Capital
Appreciation Bonds or in $5,000 multiples thereof, or such other
denominations as shall be approved by the Issuer in a subsequent
resolution prior to the delivery of the Series 1993 Bonds; shall
bear interest at such rate or rates not exceeding the maximum rate
allowed by Florida law, the actual rate or rates to be determined
by subsequent resolution of the Issuer prior to or upon the sale of
the Series 1993 Bonds; such interest, computed on the basis of a
360-day year of twelve 30-day months, to be payable semiannually at
such times as are fixed by resolution of the Issuer if Current
Interest Bonds and to be payable at maturity if Capital Apprecia-
tion Bonds; and shall mature on such dates in such years and
amounts as will be fixed by resolution of the Issuer prior to or
upon the sale of the Series 1993 Bonds; and may be Serial and/or
Term Bonds.
Each Series 1993 Current Interest Bond shall bear interest
from the interest payment date next preceding the date on which it
is authenticated, unless authenticated on an interest payment date,
in which case it shall bear interest from such interest payment
date, or, unless authenticated prior to the first interest payment
date, in which case it shall bear interest from its date; provided,
however, that if at the time of authentication payment of any
interest which is due and payable has not been made, such Series
1993 Current Interest Bond shall bear interest from the date to
which interest shall have been paid.
The Series 1993 Capital Appreciation Bonds shall bear interest
only at maturity or upon redemption prior to maturity in the amount
determined by reference to the Compounded Amounts.
The principal of and the interest and redemption premium, if
any, on the Series 1993 Bonds shall be payable in any coin or
currency of the United States of America which on the respective
dates of payment thereof is legal tender for the payment of public
and private debts. The interest on the Series 1993 Current Inter-
est Bonds shall be payable by the Paying Agent on each interest
payment date to the person appearing, as of the fifteenth day
immediately preceding such interest payment date (the "Record
Date") , on the registration books of the Issuer hereinafter
provided for as the Holder thereof, by check or draft mailed to
such Holder at his address as it appears on such registration
books. Payment of the principal of all Series 1993 Current Inter-
est Bonds and the Compounded Amount with respect to the Series 1993
Capital Appreciation Bonds shall be made upon the presentation and
surrender at the office of the Paying Agent of such Bonds as the
same shall become due and payable.
SECTION 2. 03. Application of Series 1993 Bond Proceeds.
Except as otherwise provided by Supplemental Resolution of the
13
Issuer, the proceeds derived from the sale of the Series 1993
Bonds, including accrued interest and premium, if any, shall,
simultaneously with the delivery of the Series 1993 Bonds to the
purchaser or purchasers thereof, be applied by the Issuer as
follows:
(A) Accrued interest, if any, shall be deposited in the
Interest Account and shall be used only for the purpose of paying
the interest which shall thereafter become due on the Series 1993
Bonds.
(B) A sufficient amount of the Series 1993 Bond proceeds shall
be applied to the payment of reasonable and necessary costs and
expenses relating to delivery of the Series 1993 Bonds.
(C) A sum sufficient to pay principal, interest and redemption
premium, if any, of the Refunded Bonds shall be deposited with the
Paying Agent of the Refunded Bonds for payment to the owner of the
Refunded Bonds.
(D) Unless otherwise provided in a Supplemental Resolution of
the Issuer or unless provided through the purchase of municipal
bond insurance or any combination thereof, a sum equal to the
Reserve Requirement for the Series 1993 Bonds shall be deposited in
an account in the Reserve Fund for the benefit of the Series 1993
Bonds.
(E) The remainder of the proceeds of the Series 1993 Bonds
after providing for the payments required by A, B, C and D shall be
deposited in the Construction Fund created and established pursuant
to Section 4. 03 hereof and shall be used to acquire, construct and
erect the Initial Project.
The proceeds of any other Series of Bonds shall be applied as
provided by Supplemental Resolution of the Issuer.
SECTION 2. 04 . Execution of Bonds. The Series 1993 Bonds
shall be signed by, or bear the facsimile signature of, the Mayor
and shall be signed by, or bear the facsimile signature of, the
Clerk and a facsimile of the official seal of the Issuer shall be
imprinted on the Bonds.
In case any officer whose signature or a facsimile of whose
signature shall appear on any Series 1993 Bond shall cease to be
such officer before the delivery of such Series 1993 Bond, such
signature or such facsimile shall nevertheless be valid and suffi-
cient for all purposes the same as if he has remained in office
until such delivery. Any Series 1993 Bond may bear the facsimile
signature of or may be signed by such persons who, at the actual
time of the execution of such Series 1993 Bond, shall be the proper
officers to sign such Series 1993 Bond although at the date of such
Series 1993 Bond such persons may not have been such officers.
14
SECTION 2. 05. Authentication. Only such of the Series 1993
Bonds as shall have endorsed thereon a certificate of
authentication substantially in the form hereinbelow set forth,
duly executed by the Registrar, as authenticating agent, shall be
entitled to any benefit or security under this Resolution. No
Series 1993 Bond shall be valid or obligatory for any purpose
unless and until such certificate of authentication shall have been
duly executed by the Registrar, and such certificate of the Regis-
trar upon any such Series 1993 Bond shall be conclusive evidence
that such Series 1993 Bond has been duly authenticated and
delivered under this Resolution. The Registrar's certificate of
authentication on any Series 1993 Bond shall be deemed to have been
duly executed if signed by an authorized officer of the Registrar,
but it shall not be necessary that the same officer sign the
certificate of authentication of all of the Series 1993 Bonds that
may be issued hereunder at any one time.
SECTION 2.06. Temporary Bonds. Until the definitive Bonds• of
any Series are prepared, the Issuer may execute, in the same manner
as is provided in Section 2.04 hereof, and deliver, upon
authentication by the Registrar pursuant to Section 2.05 hereof, in
lieu of definitive Bonds, but subject to the same provisions,
limitations and conditions as the definitive Bonds, except as to
the denominations thereof, one or more temporary Bonds substanti-
ally of the tenor of the definitive Bonds in lieu of which such
temporary Bond or Bonds are issued, in denominations authorized by
the Issuer by subsequent Resolution, and with such omissions,
insertions and variations as may be appropriate to temporary Bonds.
The Issuer, at its own expense, shall prepare and execute defini-
tive Bonds, which shall be authenticated by the Registrar. Upon
the surrender of such temporary Bonds for exchange, the Registrar,
without charge to the Holder thereof, shall deliver in exchange
therefor definitive Bonds, of the same aggregate principal amount
and Series and maturity as the temporary Bonds surrendered. Until
so exchanged, the temporary Bonds shall in all respects be entitled
to the same benefits and security as definitive Bonds issued
pursuant to this Resolution. All temporary Bonds surrendered in
exchange for another temporary Bond or Bonds or for a definitive
Bond or Bonds shall be forthwith canceled by the Registrar.
SECTION 2. 07. Bonds Mutilated, Destroyed, Stolen or Lost. In
case any Bond shall become mutilated, or be destroyed, stolen or
lost, the Issuer may, in its discretion, issue and deliver, and the
Registrar shall authenticate, a new Bond of like tenor as the Bond
so mutilated, destroyed, stolen or lost, in exchange and
substitution for such mutilated Bond upon surrender and cancella-
tion of such mutilated Bond or in lieu of and substitution for the
Bond destroyed, stolen or lost, and upon the Holder furnishing the
Issuer and the Registrar proof of such Holder's ownership thereof
and satisfactory indemnity and complying with such other reasonable
regulations and conditions as the Issuer or the Registrar may
prescribe and paying such expenses as the Issuer and the Registrar
15
may incur. All Bonds so surrendered or otherwise substituted shall
be canceled by the Registrar. If any of the Bonds shall have
matured or be about to mature, instead of issuing a substitute
Bond, the Issuer may pay the same or cause the Bond to be paid,
upon being indemnified as aforesaid, and if such Bonds be lost,
stolen or destroyed, without surrender thereof.
Any such duplicate Bonds issued pursuant to this Section 2. 07
shall constitute original, additional contractual obligations on
the part of the Issuer whether or not the lost, stolen or destroyed
Bond be at any time found by anyone, and such duplicate Bond shall
be entitled to equal and proportionate benefits and rights as to
lien on the Pledged Funds to the same extent as all other Bonds
issued hereunder.
SECTION 2 . 08. Transfer. Bonds, upon surrender thereof at
the office of the Registrar with a written instrument of transfer
satisfactory to the Registrar, duly executed by the Holder thereof
or such Holder's attorney duly authorized in writing, may, at the
option of the Holder thereof, be exchanged for an equal aggregate
principal amount of registered Bonds of the same type and maturity
of the Bonds so surrendered.
The Bonds issued under this Resolution shall be and have all
the qualities and incidents of negotiable instruments under the law
merchant and the Uniform Commercial Code of the State of Florida,
subject to the provisions for registration and transfer contained
in this Resolution and in the Bonds. So long as any of the Bonds
shall remain Outstanding, the Issuer shall maintain and keep, at
the office of the Registrar, books for the registration and
transfer of the Bonds.
Each Bond shall be transferable only upon the books of the
Issuer, at the office of the Registrar, under such reasonable
regulations as the Issuer may prescribe, by the Holder thereof in
person or by such Holder's attorney duly authorized in writing upon
surrender thereof together with a written instrument of transfer
satisfactory to the Registrar duly executed and guaranteed by the
Holder or such Holder's duly authorized attorney. Upon the trans-
fer of any such Bond, the Issuer shall issue, and cause to be
authenticated, in the name of the transferee a new Bond or Bonds of
the same aggregate principal amount and Series and maturity as the
surrendered Bond. The Issuer, the Registrar and any Paying Agent
or fiduciary of the Issuer may deem and treat the Person in whose
name any Outstanding Bond shall be registered upon the books of the
Issuer as the absolute owner of such Bond, whether such Bond shall
be overdue or not, for the purpose of receiving payment of, or on
account of, the principal or Redemption Price, if applicable, and
interest on such Bond and for all other purposes, and all such
payments so made to any such Holder or upon such Holder's order
shall be valid and effectual to satisfy and discharge the liability
upon such Bond to the extent of the sum or sums so paid and neither
16
the Issuer nor the Registrar nor any Paying Agent or other fiduci-
ary of the Issuer shall be affected by any notice to the contrary.
The Registrar, in any case where it is not also the Paying
Agent in respect to any Series of Bonds, forthwith (A) following
the fifteenth day prior to an interest payment date for such
Series; (B) following the fifteenth day next preceding the date of
first mailing of notice of redemption of any Bonds of such Series;
and (C) at any other time as reasonably requested by the Paying
Agent of such Series, shall certify and furnish to such Paying
Agent the names, addresses and holdings of Bondholders and any
other relevant information reflected in the registration books.
Any Paying Agent of any fully registered Bond shall effect payment
of interest on such Bonds by mailing a check or draft to the Holder
entitled thereto or may, in lieu thereof, upon the request and at
the expense of such Holder, transmit such payment by bank wire
transfer for the account of such Holder.
In all cases in which the privilege of exchanging Bonds or
transferring Bonds is exercised, the Issuer shall execute and the
Registrar shall authenticate and deliver such Bonds in accordance
with the provisions of this Resolution. Execution of Bonds by the
Mayor and the Clerk for purposes of exchanging, replacing or
transferring Bonds may occur at the time of the original delivery
of the Series of which such Bonds are a part. All Bonds surren-
dered in any such exchanges or transfers shall be held by the
Registrar in safekeeping until directed by the Issuer to be
canceled by the Registrar. For every such exchange or transfer of
Bonds, the Issuer or the Registrar may make a charge sufficient to
reimburse it for any tax, fee, expense or other governmental charge
required to be paid with respect to such exchange or transfer. The
Issuer and the Registrar shall not be obligated to make any such
exchange or transfer of Bonds of any Series during the fifteen (15)
days next preceding an Interest Date on the Bonds of such Series,
or, in the case of any proposed redemption of Bonds of such Series,
then during the fifteen (15) days next preceding the date of the
first mailing of notice of such redemption and continuing until
such redemption date.
SECTION 2 . 09. Coupon Bonds. The Issuer, at its discretion,
may by Supplemental Resolution authorize the issuance of coupon
Bonds, registrable as to principal only or as to both principal and
interest. Such Supplemental Resolution shall provide for the
negotiability, transfer, interchangeability, denominations and form
of such Bonds and coupons appertaining thereto. Coupon Bonds
(other than Taxable Bonds) shall only be issued if an opinion of
Bond Counsel is received to the effect that issuance of such coupon
Bonds will not adversely affect the exclusion from gross income of
interest earned on such Bonds for federal income tax purposes.
SECTION 2. 10. Form of Series 1993 Bonds. The text of the
Series 1993 Bonds, together with the certificate of authentication,
17
shall be in substantially the following form with such omissions,
insertions and variations as may be necessary and/or desirable and
approved by the Mayor prior to the issuance thereof (which
necessity and/or desirability and approval shall be presumed by the
Issuer's delivery of the Bonds to the purchaser or purchasers
thereof) :
18
[FORM OF CURRENT INTEREST BOND]
No. R- $
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF ORANGE
CITY OF OCOEE
WATER AND SEWER SYSTEM REFUNDING AND
IMPROVEMENT REVENUE BONDS, SERIES 1993
MATURITY DATE: INTEREST RATE: DATED DATE: CUSIP
Registered Owner:
Principal Amount:
KNOW ALL MEN BY THESE PRESENTS that the City of Ocoee, Florida
(hereinafter called "City") , for value received, hereby promises to
pay to the order of the Registered Owner identified above, or
registered assigns, as herein provided, on the Maturity Date set
forth above, upon the presentation and surrender hereof at the
principal corporate trust office of
, Florida (the "Paying Agent") ,
from the special funds hereinafter mentioned, the Principal Amount
set forth above in any coin or currency of the United States of
America which on the date of payment thereof is legal tender for
the payment of public and private debts, and to pay, solely from
said sources, to the Registered Owner hereof by check mailed to the
Registered Owner at his address as it appears on the Bond
registration books of the City maintained by
(the "Registrar") , at the Interest Rate per annum set forth above,
interest on said Principal Amount on each 1 and 1
commencing , 19_ from the interest payment date next
preceding the date of registration and authentication of this Bond,
unless this Bond is registered and authenticated as of an interest
payment date, in which case it shall bear interest from said
interest payment date, or unless this Bond is registered and
authenticated prior to , 19 , in which event such
Bond shall bear interest from , 19 ; provided,
however, that if at the time of authentication interest is in
default, this Bond shall bear interest from the date to which
interest shall have been paid.
The Bonds of this issue shall be subject to redemption prior
to their maturity at the option of the City.
19
(Insert Optional or Mandatory Redemption Provisions)
Notice of such redemption shall be given in the manner
required by the Resolution described below.
This Bond is one of an authorized issue of Bonds in the aggre-
gate principal amount of $ of like date, tenor
and effect, except as to number, principal amount, maturity,
redemption provisions and interest rate, issued to refund certain
outstanding obligations of the Issuer and to finance the cost of
acquiring, designing and constructing certain improvements to the
combined water and sewer system of the Issuer in full compliance
with the Constitution and Statutes of the State of Florida,
including particularly the Charter of the City of Ocoee, Chapter
166, Part II, Florida Statutes, and Resolution No. duly
adopted by the City on , as amended and supple-
mented (hereinafter collectively called "Resolution") , and is sub-
ject to all the terms and conditions of such Resolution.
This Bond is payable solely from and secured by a prior lien
upon and pledge of the Pledged Funds, as defined in the Resolution,
in the manner provided in the Resolution.
[The Series of Bonds of which this Bond is a part includes
$ aggregate principal amount of Bonds as to which
interest is payable semi-annually. Such Bonds are referred to
herein and in the Resolution as "Current Interest Bonds. " The
Series of Bonds of which this Bond is a part also includes
$ aggregate principal amount of Bonds as to which
interest is payable only at maturity or upon redemption prior to
maturity. Such Bonds are referred to herein and in the Resolution
as "Capital Appreciation Bonds. "]
This Bond does not constitute a general indebtedness or
general obligation of the City within the meaning of any constitu-
tional, statutory or charter provision or limitation, and the City
has not pledged its full faith and credit for the payment of the
principal of, redemption premium, if any, and interest on this Bond
or the making of any reserve or other payments provided for in the
Resolution. It is expressly agreed by the Holder of this Bond that
such Bondholder shall never have the right to require or compel the
exercise of the ad valorem taxing power of the City or taxation of
any real or personal property therein for the payment of the prin-
cipal of, redemption premium, if any, and interest on this Bond or
the making of any reserve or other payments provided for in the
Resolution.
It is further agreed between the City and the Holder of this
Bond that this Bond and the indebtedness evidenced hereby shall not
constitute a lien upon any property of or in the City, but shall
constitute a lien only on the Pledged Funds all in the manner
provided in the Resolution.
20
The payment of the principal and interest of the Bonds shall
be secured by a lien upon and pledge of the Pledged Funds in the
manner provided in the Resolution.
It is hereby certified and recited that all acts, conditions
and things required to exist, to happen and to be performed prece-
dent to and in the issuance of this Bond exist, have happened and
have been performed in regular and due form and time as required by
the laws and Constitution of the State of Florida applicable
thereto, and that the issuance of the Bonds of this issue does not
violate any constitutional, statutory, or charter limitation or
provision.
This Bond is and has all the qualities and incidents of a
negotiable instrument under Article 8 of the Uniform Commercial
Code, the State of Florida, Chapter 678, Florida Statutes.
The transfer of this Bond is registrable by the Bondholder
hereof in person or by his attorney or legal representative at the
principal corporate trust office of the Registrar (or if the City
Clerk is the Registrar, at the office of the City Clerk) but only
in the manner and subject to the conditions provided in the
Resolution and upon surrender and cancellation of this Bond.
This Bond shall not be valid or become obligatory for any
purpose or be entitled to any benefit or security under the Resolu-
tion until it shall have been authenticated by the execution by the
Registrar of the certificate of authentication endorsed hereon.
21
IN WITNESS WHEREOF, the City of Ocoee, Florida, has issued
this Bond and has caused the same to be signed by the Mayor and
attested to by the City Clerk (the signatures of the Mayor and the
City Clerk being authorized to be facsimile of such officers'
signatures) and its seal or a facsimile thereof to be, affixed,
impressed, imprinted, lithographed or reproduced hereon, all as of
the day of ,
CITY OF OCOEE, FLORIDA
(SEAL)
(manual or facsimile)
Mayor
ATTESTED:
(manual or facsimile)
City Clerk
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds issued under the provisions of
the within-mentioned Resolution.
Registrar, as Authenticating
Agent
Date of Authentication:
By (manual signature)
Authorized Officer
22
ASSIGNMENT AND TRANSFER
For value received the undersigned hereby sells, assigns and
transfers unto
(Please insert Social Security or other identifying number of
transferee) the attached Bond of the City
of Ocoee, Florida, and does hereby constitute and appoint
, attorney, to transfer the said Bond on the books
kept for registration thereof, with full power of substitution in
the premises.
Date
NOTICE: No transfer will be
Signature Guaranteed by registered and no new Bonds will
be issued in the name of the
[member firm of the New York Transferee, unless the signature
Stock Exchange or a commercial to this assignment corresponds
bank or a trust company. ] with the name as it appears upon
the face of the within Bond in
By: (manual signature) every particular, without alter-
ation or enlargement or any
change whatever and the Social
Title: Security or Federal Employer
Identification Number of the
Transferee is supplied.
[Bond Counsel Opinion]
[END OF CURRENT INTEREST BOND FORM]
23
[FORM OF CAPITAL APPRECIATION BONDS]
No. CABR- Maturity
Amount:
Bond Date: $
Principal Value
at Issuance:
per $5, 000
Maturity Amount
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF ORANGE
CITY OF OCOEE
WATER AND SEWER SYSTEM REFUNDING AND
IMPROVEMENT REVENUE BONDS, SERIES 1993
MATURITY DATE: INTEREST RATE: DATED DATE: CUSIP
Registered Owner:
Maturity Amount:
KNOW ALL MEN BY THESE PRESENTS that the City of Ocoee, Florida
(hereinafter called "City") , for value received, hereby promises to
pay to the order of the Registered Owner identified above, or
registered assigns, as herein provided, on the Maturity Date set
forth above, upon the presentation and surrender hereof at the
principal corporate trust office of
, Florida (the "Paying Agent") , from the
special funds hereinafter mentioned, the Maturity Amount set forth
above or the Compounded Amounts (as reflected on the Schedule of
Compounded Amounts set forth herein) if redeemed prior thereto as
hereinafter provided in any coin or currency of the United States
of America which on such date is legal tender for the payment of
public and private debts, and to pay, solely from said sources, to
the Registered Owner hereof by check mailed to the Registered Owner
at his address as it appears on the Bond registration books of the
City maintained by
(the "Registrar") .
The Bonds of this issue shall be subject to redemption prior
to their maturity at the option of the City.
(Insert Optional or Mandatory Redemption Provisions)
24
Notice of such redemption shall be given in the manner
required by the Resolution described below.
This Bond is one of an authorized issue of Bonds in the aggre-
gate principal amount of $ of like date, tenor and
effect, except as to number, principal amount, maturity, redemption
provisions and interest rate, issued to refund certain outstanding
obligations of the Issuer and to finance the cost of acquiring,
designing and constructing certain improvements to the combined
water and sewer system of the Issuer in full compliance with the
Constitution and Statutes of the State of Florida, including
particularly the Charter of the City of Ocoee, Chapter 166, Part
II, Florida Statutes, and Resolution No. duly adopted by the
City on , as amended and supplemented (hereinafter
collectively called "Resolution") , and is subject to all the terms
and conditions of such Resolution.
This Bond is payable solely from and secured by a prior lien
upon and pledge of the Pledged Funds, as defined in the Resolution,
in the manner provided in the Resolution.
The Series of Bonds of which this Bond is a part includes
$ aggregate principal amount of Bonds as to which
interest is payable semi-annually. Such Bonds are referred to
herein and in the Resolution as "Current Interest Bonds. " The
Series of Bonds of which this Bond is a part also includes
$ aggregate principal amount of Bonds as to which
interest is payable only at maturity or upon redemption prior to
maturity. Such Bonds are referred to herein and in the Resolution
as "Capital Appreciation Bonds. "
This Bond does not constitute a general indebtedness or
general obligation of the City within the meaning of any constitu-
tional, statutory or charter provision or limitation, and the City
has not pledged its full faith and credit for the payment of the
principal of, redemption premium, if any, and interest on this Bond
or the making of any reserve or other payments provided for in the
Resolution. It is expressly agreed by the Holder of this Bond that
such Bondholder shall never have the right to require or compel the
exercise of the ad valorem taxing power of the City or taxation of
any real or personal property therein for the payment of the
principal of, redemption premium, if any, and interest on this Bond
or the making of any reserve or other payments provided for in the
Resolution.
It is further agreed between the City and the Holder of this
Bond that this Bond and the indebtedness evidenced hereby shall not
constitute a lien upon any property of or in the City, but shall
constitute a lien only on the Pledged Funds all in the manner
provided in the Resolution.
25
The payment of the principal and interest of the Bonds shall
be secured by a lien upon and pledge of the Pledged Funds in the
manner provided in the Resolution.
It is hereby certified and recited that all acts, conditions
and things required to exist, to happen and to be performed prece-
dent to and in the issuance of this Bond exist, have happened and
have been performed in regular and due form and time as required by
the laws and Constitution of the State of Florida applicable
thereto, and that the issuance of the Bonds of this issue does not
violate any constitutional, statutory, or charter limitation or
provision.
This Bond is and has all the qualities and incidents of a
negotiable instrument under Article 8 of the Uniform Commercial
Code, the State of Florida, Chapter 678, Florida Statutes.
The transfer of this Bond is registrable by the Bondholder
hereof in person or by his attorney or legal representative at the
principal corporate trust office of the Registrar (or if the City
Clerk is the Registrar, at the office of the City Clerk) but only
in the manner and subject to the conditions provided in the
Resolution and upon surrender and cancellation of this Bond.
This Bond shall not be valid or become obligatory for any
purpose or be entitled to any benefit or security under the Reso-
lution until it shall have been authenticated by the execution by
the Registrar of the certificate of authentication endorsed hereon.
26
IN WITNESS WHEREOF, the City of Ocoee, Florida, has issued
this Bond and has caused the same to be signed by the Mayor and
attested to by the City Clerk (the signatures of the Mayor and the
City Clerk being authorized to be facsimile of such officers'
signatures) and its seal or a facsimile thereof to be, affixed,
impressed, imprinted, lithographed or reproduced hereon, all as of
the day of ,
CITY OF OCOEE, FLORIDA
(SEAL)
(manual or facsimile)
ATTESTED: Mayor
(manual or facsimile)
City Clerk
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds issued under the provisions of
the within-mentioned Resolution.
Registrar, as Authenticating
Agent
Date of Authentication:
By (manual signature)
Authorized Officer
27
ASSIGNMENT AND TRANSFER
For value received the undersigned hereby sells, assigns and
transfers unto
(Please insert Social Security or other identifying number of
transferee) the attached Bond of the City
of Ocoee, Florida, and does hereby constitute and appoint
, attorney, to transfer the said Bond on the books kept
for registration thereof, with full power of substitution in the
premises.
Date
NOTICE: No transfer will be
Signature Guaranteed by registered and no new Bonds will
be issued in the name of the
[member firm of the New York Transferee, unless the signature
Stock Exchange or a commercial to this assignment corresponds
bank or a trust company. ] with the name as it appears upon
the face of the within Bond in
By: (manual signature) every particular, without alter-
ation or enlargement or any
Title: change whatever and the Social
Security or Federal Employer
Identification Number of the
Transferee is supplied.
[Bond Counsel Opinion]
[Attach Schedule of Compounded Amounts]
[END OF CAPITAL APPRECIATION BOND FORM]
28
ARTICLE III
REDEMPTION OF BONDS
SECTION 3.01. Privilege of Redemption. The Issuer shall have
the right to redeem any or all of the Bonds in whole or in part, as
shall be determined by Supplemental Resolution of the Issuer.
SECTION 3 .02. Selection of Bonds to be Redeemed. The Bonds
to be redeemed shall be selected in such manner as shall be deter-
mined by Supplemental Resolution of the Issuer. In the event of a
partial redemption of the Bonds, such early payments shall be
applied to the particular principal installments selected by the
Issuer.
SECTION 3 . 03 . Notice of Redemption. All notices of redemp-
tion shall specify the Bond or Bonds (or portions thereof) to . be
redeemed, and the date and place for redemption, shall be given by
the Registrar on behalf of the Issuer, and (i) shall be filed with
the Paying Agent for such Bonds, (ii) shall be mailed by first
class mail, postage prepaid, at least thirty days and not more than
sixty days before the proposed redemption date to all Holders of
Bonds to be redeemed at their addresses as they appear on the
registration books kept by the Registrar as of fifteen days before
the mailing date, and (iii) shall be mailed by registered or certi-
fied mail, postage prepaid, or by telecopy or facsimile trans-
! mission at least thirty-five days before the redemption date to the
registered securities depositaries and two or more nationally
recognized municipal bond information services. Failure to mail
notice to the Holders of Bonds to be redeemed, or any securities
depositaries or any defect therein, shall not affect the validity
of the proceedings of redemption of such Bonds as to which no such
failure or defect has occurred. Notice of any optional redemption
of Bonds shall be given only upon the prior deposit into the
Redemption Account of amounts sufficient to pay the principal or
Compounded Amount of, interest accrued from the last interest
payment date to the proposed redemption date on Current Interest
Bonds, and premium, if any, with respect to the Bonds to be
redeemed.
Each redemption notice shall state: (i) the CUSIP numbers of
all Bonds being redeemed, (ii) the original issue date of such
Bonds, (iii) the maturity date and rate of interest borne by each
Bond being redeemed, (iv) the redemption price, (v) the date on
which such notice is mailed, (vi) if less than all Outstanding
Bonds are to be redeemed, the certificate number (and, in the case
of a partial redemption of any Bond, the principal amount or
Compounded Amount of each Bond to be redeemed; (vii) that on the
redemption date there shall become due and payable upon each Bonds
to be redeemed the redemption price thereof, or the redemption
price of the specified portions of the principal amount or
29
Compounded Amount thereof in the case of Bonds to be redeemed in
part only, together with interest accrued on Current Interest Bonds
to the redemption date, and that from and after such date interest
thereon shall cease to accrue or value shall cease to accrete and
be payable; (viii) that the Bonds to be redeemed, whether as a
whole or in part, are to be surrendered for payment of the
redemption price and accrued interest, if any, at the principal
office of the Registrar at an address specified; and (ix) the name
and telephone number of a person designated by the Registrar to be
responsible for such redemption.
When notice of redemption is given, Bonds called for
redemption will become due and payable on the redemption date at
the redemption price stated in such notice. When a notice of
redemption is given and funds sufficient for redemption are depos-
ited with the Registrar, interest on the Bonds to be redeemed will
cease to accrue on the date fixed for redemption, such Bonds shall
cease to be entitled to any lien, benefit or security under this
Resolution and the Holders of such Bonds will have no right in
respect thereof except to receive payment of the redemption price
plus interest accrued to the redemption date.
Upon surrender of any Bond for redemption in part only, the
Registrar shall authenticate and deliver to the Bondholder thereof,
the cost of which shall be paid by the Issuer, a new Bond of an
authorized denomination equal to the unredeemed portion of the Bond
surrendered.
30
ARTICLE IV
SECURITY, SPECIAL FUNDS AND
APPLICATION THEREOF
SECTION 4.01. Bonds not to be Indebtedness of Issuer. The
Bonds shall not be or constitute general obligations or indebted-
ness of the Issuer as "bonds" within the meaning of any constitu-
tional or statutory provision, but shall be special obligations of
the Issuer, payable solely from and secured by a lien upon and
pledge of the Pledged Funds. No Holder of any Bond shall ever have
the right to compel the exercise of any ad valorem taxing power to
pay such Bond, or be entitled to payment of such Bond from any
moneys of the Issuer except from the Pledged Funds in the manner
provided herein.
The Pledged Funds shall immediately be subject to the lien. of
this pledge without any physical delivery thereof or further act,
and the lien of this pledge shall be valid and binding as against
all parties having claims of any kind in tort, contract or other-
wise against the Issuer.
SECTION 4. 02. Security for Bonds. The payment of the
principal of or Redemption Price, if applicable, and interest on
the Bonds shall be secured forthwith equally and ratably, except to
the extent provided herein, by a pledge of and lien upon the
Pledged Funds. The Issuer does hereby irrevocably pledge the
Pledged Funds to the payment of the principal of or Redemption
Price, if applicable, and interest on the Bonds in accordance with
the provisions hereof.
SECTION 4. 03. Construction Fund. The Issuer covenants and
agrees to establish a separate fund to be known as the "City of
Ocoee Water and Sewer System Refunding and Improvement Revenue
Bonds Construction Fund, " which shall be used only for payment of
the Cost of the Project. Within such Construction Fund there shall
be established separate accounts for each Series of Bonds. Moneys
in the Construction Fund, until applied in payment of any item of
the Cost of a Project, in the manner hereinafter provided, shall be
held in trust and shall be subject to a lien and charge in favor of
the Holders of the Bonds and for the further security of such
Holders.
SECTION 4.04. Funds and Accounts. The Issuer covenants and
agrees to establish with a bank or trust company in the State of
Florida, which is eligible under the laws of such State to receive
funds of the Issuer, separate funds to be known as the "City of
Ocoee Water and Sewer System Refunding and Improvement Revenue
Bonds Revenue Fund, " the "City of Ocoee Water and Sewer System
Refunding and Improvement Revenue Bonds Debt Service Fund" and the
"City of Ocoee, Water and Sewer System Refunding and Improvement
31
Revenue Bonds Reserve Fund. " The Issuer shall maintain in the Debt
Service Fund three accounts: the Interest Account, " the "Principal
Account" and the "Redemption Account. " Within the Reserve Fund the
Issuer shall maintain separate accounts for each Series of- Bonds.
Moneys in the aforementioned funds and accounts, until applied in
accordance with the provisions hereof, shall be held in trust and,
except as provided in this Resolution, be subject to a lien and
charge in favor of the Holders and for further security of the
Holders.
The Issuer shall at any time and from time to time appoint one
or more depositaries to hold, for the benefit of the Bondholders,
any one or more of the funds and accounts established hereby. Such
depository or depositaries shall perform at the direction of the
Issuer the duties of the Issuer in depositing, transferring and
disbursing moneys to and from each of such funds and accounts as
herein set forth, and all records of such depositary in performing
such duties shall be open at all reasonable times to inspection• by
the Issuer and its agents and employees. Any such depositary shall
be a bank or trust company duly authorized to exercise corporate
trust powers and subject to examination by federal or state author-
ity, of good standing, and having a combined capital, surplus and
undivided profits aggregating not less than five million dollars
($5, 000, 000) .
SECTION 4.05. Flow of Funds.
(A) Except as otherwise provided in Section 4. 09 of this
Resolution, the Issuer shall deposit the Gross Revenues into the
Revenue Fund promptly upon receipt thereof. Moneys in the Revenue
Fund shall first be used for payments of Cost of Operation and
Maintenance of the' System. The moneys remaining in the Revenue
Fund shall be deposited or credited on or before the twentieth
(20th) day of each month, commencing with the month following
delivery of the Bonds to the purchaser or purchasers thereof, or
such later date as hereinafter provided, in the following manner
and in the following order of priority:
(1) Interest Account. To the extent not substituted or
supplemented by other Pledged Funds, the Issuer shall deposit
into or credit to the Interest Account in the Debt Service
Fund the sum which, together with the balance in said account,
shall equal the interest on all Outstanding Bonds accrued and
unpaid and to accrue to the end of the then current calendar
month. Moneys in the Interest Account shall be used to pay
interest on the Bonds as and when the same become due, whether
by redemption or otherwise, and for no other purpose. The
Issuer shall adjust the amount of the deposit into the Inter-
est Account not later than the month immediately preceding any
Interest Date so as to provide sufficient moneys in the Inter-
est Account to pay the interest on the Bonds coming due on
such Interest Date.
32
(2) Principal Account. Next, to the extent not substi-
tuted or supplemented by other Pledged Funds, the Issuer shall
deposit into or credit to the Principal Account in the Debt
Service Fund, the sum which, together with the balance in said
account, shall equal the principal amounts on all Outstanding
Bonds due and unpaid and that portion of the principal next
due which would have accrued on said Bonds during the then
current calendar month if such principal amounts were deemed
to accrue monthly (assuming that a year consists of twelve
(12) equivalent calendar months of thirty (30) days each) in
equal amounts from the next preceding principal payment due
date, or, if there is no such preceding principal payment due
date, from a date one year preceding the due date of such
principal amount. Moneys in the Principal Account shall be
used to pay the principal of the Bonds as and when the same
shall mature, and for no other purpose. The Issuer shall
adjust the amount of deposit to the Principal Account not
later than the month immediately preceding any principal
payment date so as to provide sufficient moneys in the
Principal Account to pay the principal on Bonds becoming due
on such principal payment date.
(3) Redemption Account. Commencing in the month which
is one year prior to any Amortization Installment due date,
the Issuer shall, to the extent not substituted or
supplemented by other Pledged Funds, deposit into or credit to
the Redemption Account in the Debt Service Fund, the sum
which, together with the balance in said account, shall equal
the Amortization Installments on all Bonds Outstanding due and
unpaid and that portion of the Amortization Installments of
all Bonds Outstanding next due which would have accrued on
such Bonds during the then current calendar month if such
Amortization Installments were deemed to accrue monthly
(assuming that a year consists of twelve (12) equivalent
calendar months having thirty (30) days each) in equal amounts
from the next preceding Amortization Installment due date, or,
if there is no such preceding Amortization Installment due
date, from a date one year preceding the due date of such
Amortization Installment. Moneys in the Bond Amortization
Account shall be used to purchase or redeem Term Bonds in the
manner herein provided, and for no other purpose. The Issuer
shall adjust the amount of the deposit into the Bond
Amortization Account not later than the month immediately
preceding any date for payment of an Amortization Installment
so as to provide sufficient moneys in the Bond Amortization
Account to pay the Amortization Installments on the Bonds
coming due on such date. Payments to the Bond Amortization
Account shall be on a parity with payments to the Principal
Account.
Amounts accumulated in the Bond Amortization Account with
respect to any Amortization Installment (together with amounts
33
accumulated in the Interest Account with respect to interest,
if any, on the Term Bonds for which such Amortization Install-
ment was established) may be applied by the Issuer, on or
prior to the sixtieth (60th) day preceding the due date of
such Amortization Installment (a) to the purchase of Term
Bonds of the Series and maturity for which such Amortization
Installment was established, at a price not greater than the
Redemption Price at which such Term Bonds may be redeemed on
the first date thereafter on which such Term Bonds shall be
subject to redemption, or (b) to the redemption at the appli-
cable Redemption Price of such Term Bonds, if then redeemable
by their terms. The applicable Redemption Price (or principal
amount of maturing Term Bonds) of any Term Bonds so purchased
or redeemed shall be deemed to constitute a part of the Bond
Amortization Account until such Amortization Installment date,
for the purposes of calculating the amount of such Account.
As soon as practicable after the sixtieth (60th) day preceding
the due date of any such Amortization Installment, the Issuer
shall proceed to call for redemption on such due date, by
causing notice to be given as provided in Section 3 . 03 hereof,
Term Bonds of the Series and maturity for which such Amorti-
zation Installment was established (except in the case of Term
Bonds maturing on an Amortization Installment date) in such
amount as shall be necessary to complete the retirement of the
unsatisfied balance of such Amortization Installment. The
Issuer shall pay out of the Bond Amortization Account and the
Interest Account to the appropriate Paying Agents, on or
before the day preceding such redemption date (or maturity
date) , the amount required for the redemption (or for the
payment of such Term Bonds then maturing) , and such amount
shall be applied by such Paying Agents to such redemption (or
payment) . All expenses in connection with the purchase or
redemption of Term Bonds shall be paid by the Issuer from the
Revenue Fund.
(4) Reserve Fund. The Issuer shall next deposit from
moneys remaining in the Revenue Fund an amount required by
each Series Resolution into each account within the Reserve
Fund. Any withdrawals from any account in the Reserve Fund
shall be subsequently restored from the first moneys available
in the Revenue Fund, on a pro rata basis as to all accounts in
the Reserve Fund, after all required current payments for Cost
of Operation and Maintenance and all current applications and
allocations to the Debt Service Fund, including all defi-
ciencies for prior payments have been made in full. Notwith-
standing the foregoing, in no event shall the Issuer be
required to deposit into any account in the Reserve Fund an
amount greater than that amount necessary to ensure that the
difference between the Reserve Requirement for the Series of
Bonds for which such account was established and the amounts
on deposit in such account on the date of calculation shall be
restored not later than sixty (60) months after the date of
34
such deficiency (assuming equal monthly payments into such
account for such sixty (60) month period. To the extent the
Issuer determines pursuant to a Supplemental Resolution to
fund an account within the Reserve Fund for a respective
Series of Bonds, the Issuer may provide that the difference
between the amounts on deposit in such account and the Reserve
Requirement for such Series of Bonds shall be an amount
covered by obtaining bond insurance issued by a reputable and
recognized municipal bond insurer, by a letter of credit rated
in one of the two highest categories by one of two nationally
recognized rating agencies, or any combination thereof.
Moneys in the Reserve Fund shall be used only for the purpose
of the payment of Amortization Installments, principal of, or
interest on the Outstanding Bonds when the other moneys allo-
cated to the Debt Service Fund are insufficient therefor, and
for no other purpose. Moneys in each account in the Reserve
Fund shall be valued as determined by a resolution of the
Issuer adopted at or prior to the issuance Notwithstanding any
provision of the Resolution to the contrary, moneys on deposit
in each respective account in the Reserve Fund shall only be
applied for payment of Amortization Installments, principal of
or interest on the Outstanding Series of Bonds for which such
account was established and for no other Series of Bonds and
for no other purpose. In the event of the refunding of any
Series of Bonds, the Issuer may withdraw from the account
within the Reserve Fund for such Series of Bonds, all or any
portion of the amounts accumulated therein with respect to the
Bonds being refunded and deposit such amounts as required by
the resolution authorizing the refunding of such Series of
Bonds; provided that such withdrawal shall not be made unless
(a) immediately thereafter the Bonds being refunded shall be
deemed to have been paid pursuant to the provisions of the
Resolution and (b) the amount remaining in such account after
giving effect to the issuance of such refunding obligations
and the disposition of the proceeds thereof shall not be less
than the Reserve Requirement for any Bonds of such Series then
Outstanding.
The balance of any moneys after the deposits required by
Sections 4.05(A) (1) , 4.05(A) (2) , 4.05(A) (3) and 4.05(A) (4) hereof
may be transferred, at the discretion of the Issuer, to any other
fund or account of the Issuer, including funds and accounts not
established pursuant to this Resolution, and be used for any lawful
purpose.
(B) The Issuer, in its discretion, may use moneys in the
Principal Account and the Interest Account to purchase or redeem
Bonds coming due on the next principal payment date, provided such
purchase or redemption does not adversely affect the Issuer's abil-
ity to pay the principal or interest coming due on such principal
payment date on the Bonds not so purchased or redeemed.
35
(C) At least one (1) business day prior to the date estab-
lished for payment of any principal of or Redemption Price, if
applicable, or interest on the Bonds, the Issuer shall withdraw
sufficient moneys from the Debt Service Fund to pay such principal
or Redemption Price, if applicable, or interest and deposit such
moneys with the Paying Agent for the Bonds to be paid.
SECTION 4.06. Investments. The Construction Fund, the
Revenue Fund, the Debt Service Fund, the Reserve Fund and all
accounts and subaccounts in such funds shall be continuously
secured in the manner by which the deposit of public funds are
authorized to be secured by the laws of the State of Florida.
Moneys on deposit in the Construction Fund, the Debt Service Fund,
the Reserve Fund and the Revenue Fund and all accounts and
subaccounts in such funds may be invested and reinvested by the
Issuer and as directed by the Issuer in Permitted Investments
maturing no later than the date on which the moneys therein will be
needed. Any and all income received by the Issuer from the
investment of moneys in each fund or account created pursuant to
this Resolution, except the Construction Fund, shall be retained in
such respective fund or account until the amount required to be on
deposit therein shall be on deposit in such fund or account, and
thereafter shall be transferred to the Revenue Fund. Any and all
income received from the investment of moneys in the Construction
Fund shall remain on deposit in such fund until the amounts
required to complete the Project are on deposit therein, and
thereafter shall be transferred to the Revenue Fund.
Nothing contained in this Resolution shall prevent any
Permitted Investments acquired as investments of or security for
funds held under this Resolution from being issued or held in book-
entry form on the books of the Department of the Treasury of the
United States.
SECTION 4.07. Separate Accounts. The moneys required to be
accounted for in each of the foregoing funds, accounts and sub-
accounts established herein may be deposited in a single bank
account, and funds allocated to the various funds, accounts and
subaccounts established herein may be invested in a common invest-
ment pool, provided that adequate accounting records are maintained
to reflect and control the restricted allocation of the moneys on
deposit therein and such investments for the various purposes of
such funds, accounts and subaccounts as herein provided.
The designation and establishment of the various funds,
accounts, and subaccounts in and by this Resolution shall not be
construed to require the establishment of any completely indepen-
dent, self-balancing funds as such term is commonly defined and
used in governmental accounting, but rather is intended solely to
constitute an earmarking of certain revenues for certain purposes
and to establish certain priorities for application of such
revenues as herein provided.
36
•
ARTICLE V
SUBORDINATED INDEBTEDNESS,
ADDITIONAL BONDS, AND COVENANTS OF ISSUER
SECTION 5.01. Subordinated Indebtedness. Except under the
conditions and in the manner provided herein, the Issuer will not
issue any other obligations (i) payable from the Pledged Funds or
(ii) voluntarily create or cause to be created any debt, lien,
pledge, assignment, encumbrance or other charge having priority to
or being on a parity with the lien thereon and pledge thereof in
favor of the Bonds and the interest thereon. The Issuer may at any
time or from time to time issue evidences of indebtedness payable
in whole or in part out of the Pledged Funds and which may be
secured by a pledge of the Pledged Funds; provided, however, that
such pledge shall be, and shall be expressed to be, subordinated in
all respects to the pledge of the Pledged Funds created by this
Resolution. The Issuer shall have the right to covenant with the
holders from time to time of any Subordinated Indebtedness to add
to the conditions, limitations and restrictions under which any
Additional Bonds may be issued pursuant to Section 5. 02 hereof.
The Issuer agrees to pay promptly any Subordinated Indebtedness as
the same shall become due.
SECTION 5. 02. Issuance of Additional Bonds. No Additional
Bonds, payable on a parity with the Bonds then Outstanding pursuant
to this Resolution, shall be issued except upon the conditions and
in the manner herein provided. The Issuer may issue one or more
Series of Additional Bonds for any one or more of the following
purposes: financing the Cost of an Additional Project, or the
completion thereof 'or of the Initial Project, or refunding any or
all Outstanding Bonds or of any Subordinated Indebtedness of the
Issuer.
No such Additional Bonds shall be issued unless the following
conditions are complied with:
(A) Except as otherwise provided in Section 5. 02 (D) hereof,
there shall have been obtained and filed with the Issuer a state-
ment of an independent certified public accountant of reasonable
experience and responsibility: (1) stating that the books and
records of the Issuer relating to the Pledged Funds have been
examined by him or her; (2) setting forth the amount of the Pledged
Funds which have been received by the Issuer during any twelve (12)
consecutive months designated by the Issuer within the twenty-four
(24) months immediately preceding the date of delivery of such
Additional Bonds with respect to which such statement is made; (3)
stating that the amount of the Pledged Funds received during the
aforementioned 12 month period equals at least 1. 10 times the
Maximum Annual Debt Service of all Bonds then Outstanding and such
Additional Bonds with respect to which such statement is made; and
37
(4) stating that the Pledged Funds projected for the twelve month
period following the issuance of such Additional Bonds is projected
by the Consulting Engineer to equal not less than 110% of the
Maximum Annual Debt Service on the Bonds and any proposed
Additional Bonds. _
(B) Upon recommendation of the Consulting Engineers, the
Pledged Funds certified in (A) above may be adjusted by including
(i) 100% of the additional Gross Revenues which in the opinion of
the Consulting Engineer would have been derived from rate increases
adopted before the Additional Bonds are issued, if such rate
increases had been implemented before the commencement of the
period for which such Pledged Funds are being certified, and (ii)
100% of the additional Gross Revenues estimated by the Consulting
Engineer to be derived during the first full twelve month period
after the date of placing in service the Additional Project
financed with the proceeds of the Additional Bonds.
(C) Additional Bonds shall be deemed to have been issued
pursuant to this Resolution the same as the Outstanding Bonds, and,
except as provided in this Resolution, all of the other covenants
and other provisions of this Resolution (except as to details of
such Additional Bonds inconsistent therewith) shall be for the
equal benefit, protection and security of the Holders of all Bonds
issued pursuant to this Resolution. Except as provided in this
Resolution, all Bonds, regardless of the time or times of their
issuance, shall rank equally with respect to their lien on the
Pledged Funds and their sources and security for payment therefrom
without preference of any Bond over any other.
(D) In the event any Additional Bonds are issued for the
purpose of refunding any Bonds then Outstanding, the conditions of
this Section 5.02 shall not apply, provided that the issuance of
such Additional Bonds shall not result in an increase in the aggre-
gate amount of principal of and interest on the Outstanding Bonds
becoming due in the current Fiscal Year and all subsequent Fiscal
Years. The conditions of Section 5.02 (A) hereof shall apply to
Additional Bonds issued to refund Subordinated Indebtedness and to
Additional Bonds issued for refunding purposes which cannot meet
the conditions of this paragraph.
(E) For purposes of determining the Maximum Annual Debt
Service with respect to Variable Rate Bonds, if any, the interest
rate on such Variable Rate Bonds shall be assumed to be the highest
variable rate borne over the preceding 12 months by Variable Rate
Bonds issued under this Resolution and containing the same interest
rate index as the Variable Rate Bonds proposed to be issued or, if
no such Variable Rate Bonds are at the time Outstanding under this
Resolution, by variable rate debt for which the interest rate is
computed by reference to an index comparable to that to be utilized
in determining the interest rate for the debt then proposed to be
issued.
38
SECTION 5. 03. Bond Anticipation Notes. The Issuer may issue
notes in anticipation of the issuance of Bonds which shall have
such terms and details and be secured in such manner, not inconsis-
tent with this Resolution, as shall be provided by Resolution of
the Issuer.
SECTION 5.04. Books and Records. The Issuer will keep books
and records of the receipt of the Pledged Funds in accordance with
generally accepted accounting principles, and any Holder or Holders
of Bonds shall have the right at all reasonable times to inspect
the records, accounts and data of the Issuer relating thereto.
SECTION 5. 05. Annual Audit. The Issuer shall after the close
of each Fiscal Year, cause the financial statements of the Issuer
to be properly audited by a recognized independent certified public
accountant or recognized independent firm of certified public
accountants, and shall require such accountants to complete their
report on the annual financial statements in accordance with
applicable law. Such annual financial statements shall contain,
but not be limited to, a balance sheet, a statement of revenues,
expenditures and changes in fund balance, and any other statements
as required by law or accounting convention, and a report by such
accountants disclosing any material default on the part of the
Issuer of any covenant or agreement herein which is disclosed by
the audit of the financial statements. The annual financial state-
ments shall be prepared in conformity with generally accepted
accounting principles. A copy of the audited financial statements
for each Fiscal Year shall be furnished to any Holder of a Bond who
shall have furnished such Holder's address to the Clerk and
requested in writing that the same be furnished to such Holder.
The Issuer shall be permitted to make a reasonable charge for
furnishing such audited financial statements.
SECTION 5.06. No Impairment. While any of the Bonds are
Outstanding, the pledging of the Pledged Funds in the manner
provided herein shall not be subject to repeal, modification or
impairment by any subsequent ordinance, resolution or other
proceedings of the City Commission.
SECTION 5.07. Rate Covenant. Beginning with a Fiscal Year in
which the Bonds are issued, the Issuer will fix, establish, revise
from time to time whenever necessary, maintain and collect always
such fees, rates, rentals and other charges for the use of the
products, services and facilities of the System which, together
with other Pledged Funds, will always provide Pledged Funds in each
year sufficient to pay (i) the aggregate of the amount needed to
pay all Cost of Operation and Maintenance as the same shall become
due in such year, (ii) one hundred ten percentum (110%) of the Bond
Service Requirement becoming due in such year on the Outstanding
Bonds, (iii) and one hundred (100%) of all other deposits to be
made pursuant to this Resolution. Such rates, fees, rentals or
39
other charges shall not be reduced so as to render them
insufficient to provide revenues for such purposes.
For purposes of this Section, the interest rate on Variable
Rate Bonds shall be assumed to be the average variable rate borne
over the preceding twelve months (or such shorter period of time as
such Variable Bonds shall be Outstanding) by Variable Rate Bonds
issued under this Resolution.
SECTION 5.08. Disposition of System. The Issuer shall not
sell, lease, encumber or in any manner dispose of the System as a
whole until all of the Bonds shall have been paid in full as to
both principal and interest.
The City may sell or dispose of, for fair market value, any
properties or parts of the System which the Consulting Engineer
shall certify in writing are not necessary for the continuing
operation of the System, and that the sale or disposal of which
will not adversely affect the Revenues to such an extent that the
Issuer might fail to comply with the covenants of this Resolution.
To the extent the amount to be received therefor is not in excess
of one-half (1/2) of one per centum (1.0%) of the value of the
gross plant investment in the System, the finding set forth above
and required to be made by the Consulting Engineer may be made by
an authorized representative of the Issuer.
The proceeds derived from any sale or disposal of any
properties or parts of the System as provided for in the above
paragraph, shall be used exclusively for the purpose of paying the
cost of extensions, enlargements or additions to, or the
replacement of capital assets of the System and for any unusual or
extraordinary repairs, or for the construction or acquisition of
additions, extensions and improvements to the System. However, if
the Consulting Engineer certifies that it is neither necessary nor
desirable to use all or any portion of the proceeds for such
purposes, the Issuer may use such certified portion of the proceeds
for the purchase or redemption of the Bonds.
SECTION 5.09. Insurance. The Issuer shall provide protection
for the System in accordance with Prudent Utility Practice. Said
protection may consist of insurance, self insurance and
indemnities. The Issuer will keep, or cause to be kept, the works,
plants and facilities comprising the properties of the System
insured, and will carry such other insurance against fire and other
risks, accidents or casualties at least to the extent and of the
kinds that insurance is usually carried by utilities operating like
properties. Any insurance shall be in the form of policies or
contracts for insurance with insurers of good standing, shall be
payable to the Issuer and may provide for such deductibles, exclu-
sions, limitations, restrictions, and restrictive endorsements
customary in policies for similar coverage issued to entities
operating properties similar to the properties of the System. Any
40
self insurance shall be in the amounts, manner and of the type
provided by entities operating properties similar to the properties
of the System. In the event of any loss or damage to the System
covered by insurance, the Issuer will, with respect to each such
loss, promptly repair, reconstruct or replace the parts _of the
System affected by such loss or damage to the extent necessary to
the proper conduct of the operation of the business of the System
in accordance with Prudent Utility Practices, shall cause the
proceeds of such insurance to be applied for that purpose to the
extent required therefor, and pending such application shall hold
the proceeds of any insurance policy covering such damage or loss
in trust to be applied for that purpose to the extent required
therefor. Any excess insurance proceeds received by the Issuer
shall be used to purchase or redeem Bonds.
SECTION 5. 10. No Free Services. So long as any Bonds are
outstanding, the Issuer shall not furnish or supply the facilities,
services and commodities of the System either free of charge or for
a nominal charge to any person, firm or corporation, public or
private. The Issuer shall promptly enforce the payment of any and
all accounts owing to the Issuer and delinquent, by discontinuing
service or by filing suits, actions or proceedings, or by both
discontinuance of service and filing suit. Notwithstanding the
foregoing, nothing in the Resolution shall prohibit the Issuer from
paying (on behalf of the Issuer or on behalf of any person, firm or
corporation) for such facilities, services and commodities with
legally available fun s of the Issuer, other than Pledged Funds.
SECTION 5.11. F ilure to Pa . Upon failure of any user to
pay for services ren ered by the System within forty-five (45)
days, the Issuer shall, to the full extent permitted by law, shut
off the connection of such user and shall not furnish him or permit
him to receive from the System further service until all obliga-
tions owed by him to the Issuer on account of services shall have
been paid in full. This covenant shall not, however, prevent the
Issuer from causing the System connection to be shut off sooner, to
the extent permitted by law.
SECTION 5. 12 . Enforcement of Collections. In accordance with
the provisions of Section 5.10 hereof, the Issuer will diligently
enforce and collect the rates, fees and other charges for the
services and facilities of the System and will take all steps,
actions and proceedings for the enforcement and collection of such
rates, charges and fees as shall become delinquent to the full
extent permitted or authorized by law and required by said Section
5. 10; and will maintain accurate records with respect thereof. All
such fees, rates, charges and revenues shall, as collected, be held
in trust to be applied as herein provided.
SECTION 5.13 . Operating Budget. The Issuer shall annually,
prior to commencement of each of its Fiscal Years, prepare and
adopt a detailed budget of the estimated expenditures for the
41
operation and maintenance of the System during such next succeeding
Fiscal Year. The Issuer shall mail copies of such annual budgets
(including any amendments thereto) to any Holder or Holders of
Bonds who shall file his address with the Issuer and request in
writing that copies of all such budgets be furnished him and shall
make available such budgets of the System at all reasonable times
to any Holder or Holders of Bonds or to anyone acting for and on
behalf of such Holder or Holders. Bondholders shall pay reasonable
actual cost of printing and mailing of such copies.
SECTION 5.14. Supervisory Personnel. The Issuer in operating
the System will employ or designate as manager one or more of its
qualified employees who have demonstrated ability and experience in
operating similar facilities, and will require all employees who
may have possession of money derived from the operation of the
System to be covered by a fidelity bond, written by a responsible
indemnity company in amounts fully adequate to protect the Issuer
from loss.
SECTION 5.15. Payment of Taxes, Assessments and other Claims.
The Issuer shall from time to time duly pay and discharge, or cause
to be paid and discharged, all taxes, assessments and other govern-
mental charges, or payments in lieu thereof, lawfully imposed upon
the properties constituting the System or the Pledged Funds when
the same shall become due, as well as all lawful claims for labor
and materials and supplies which, if not paid, might become a lien
or charge upon such properties or any part thereof, or upon the
Pledged Funds or which might in any way impair the security of the
Bonds, except taxes, assessments, charges or claims which the
Issuer shall in good faith contest by proper legal proceedings.
SECTION 5. 16. ' No Competing System. To the full extent
permitted by law, the Issuer will not grant, or cause, consent to,
or allow the granting of any franchise, or allow any person, firm,
corporation or body, or agency or instrumentality whatsoever, to
furnish water or sewer services in the territorial area served by
the Issuer as of the date of issuance of the Series 1993 Bonds
which the Issuer determines will materially adversely affect the
Net Revenues.
SECTION 5.17. Federal Income Tax Covenants; Taxable Bonds.
(A) The Issuer covenants with the Holders of the Series 1993
Bonds (other than Taxable Bonds) , that it shall not use the
proceeds of such Series 1993 Bonds in any manner which would cause
the interest on such Series 1993 Bonds to be or become includable
in the gross income of the Holder thereof for federal income tax
purposes.
(B) The Issuer covenants with the Holders of the Series 1993
Bonds (other than Taxable Bonds) that neither the Issuer nor any
Person under its control or direction will make any use of the
42
proceeds of the Series 1993 Bonds (or amounts deemed to be proceeds
under the Code) in any manner which would cause the Series 1993
Bonds to be "arbitrage bonds" within the meaning of Section 148 of
the Code and neither the Issuer nor any other Person shall do any
act or fail to do any act which would cause the interest _on the
Series 1993 Bonds to become includable in the gross income of the
Holder thereof for federal income tax purposes.
(C) The Issuer hereby covenants with the Holders of the Series
1993 Bonds (other than Taxable Bonds) that it will comply with all
provisions of the Code necessary to maintain the exclusion of
interest on the Series 1993 Bonds from the gross income of the
Holder thereof for federal income tax purposes, including, in
particular, the payment of any amount required to be rebated to the
U.S. Treasury pursuant to the Code.
(D) The Issuer may, if it so elects, issue one or more Series
of Taxable Bonds the interest on which is (or may be) includable• in
the gross income of the Holder thereof for federal income tax
purposes, so long as each Bond of such Series states in the body
thereof that interest payable thereon is (or may be) subject to
federal income taxation and provided that the issuance thereof will
not cause the interest on any other Bonds theretofore issued
hereunder to be or become includable in the gross income of the
Holder thereof for federal income tax purposes. The covenants set
forth in paragraphs (A) , (B) and (C) above shall not apply to any
Taxable Bonds.
(E) In order to ensure compliance with the rebate provisions
of Section 148 (f) of the Code with respect to any Series of Bonds
for which the Issuer intends on the date of issuance thereof to be
excluded from gross income for purposes of Federal income taxation,
the Issuer hereby creates the "City of Ocoee Water and Sewer System
Refunding and Improvement Revenue Bonds Rebate Fund" to be held by
the Issuer. Within such fund there shall be maintained for each
Series of Bonds a subaccount. The Rebate Fund need not be
maintained so long as the Issuer timely satisfies its obligation to
pay any rebatable earnings to the United States Treasury;however,
the Issuer may, as an administrative convenience, maintain and
deposit funds in the Rebate Fund from time to time. Any moneys
held in the Rebate Fund shall not be considered Pledged Funds and
shall not be pledged in any manner for the benefit of the Holders
of the Bonds. Moneys in the Rebate Fund (including earnings and
deposits therein) shall be held for future payment to the United
States Government as required by the Code and as set forth in
instructions of Bond Counsel delivered to the Issuer upon the
issuance of such Bonds.
Notwithstanding any provision of this Resolution to the
contrary, to the extent the Issuer is required or elects to make
deposits to the Rebate Fund, such amounts may be taken from any
fund or account created hereunder.
43
SECTION 5.18. Issuance of Bonds Under Refunded Bond Resolu-
tion. The Issuer hereby covenants and agrees with the Holders of
the Bonds that it will not issue any bonds or other debt obliga-
tions under the resolution authorizing the Refunded Bonds.
44
ARTICLE VI
DEFAULTS AND REMEDIES
SECTION 6.01. Events of Default. The following events shall
each constitute an "Event of Default" :
(A) Default shall be made in the payment of the principal of,
Amortization Installment, redemption premium or interest on any
Bond when due.
(B) There shall occur the dissolution or liquidation of the
Issuer, or the filing by the Issuer of a voluntary petition in
bankruptcy, or the commission by the Issuer of any act of bank-
ruptcy, or adjudication of the Issuer as a bankrupt, or assignment
by the Issuer for the benefit of its creditors, or appointment of
a receiver for the Issuer, or the entry by the Issuer into • an
agreement of composition with its creditors, or the approval by a
court of competent jurisdiction of a petition applicable to the
Issuer in any proceeding for its reorganization instituted under
the provisions of the Federal Bankruptcy Act, as amended, or under
any similar act in any jurisdiction which may now be in effect or
hereafter enacted.
(C) The Issuer shall default in the due and punctual perfor-
mance of any other of the covenants, conditions, agreements and
provisions contained in the Bonds or in this Resolution on the part
of the Issuer to be performed, and such default shall continue for
a period of thirty (30) days after written notice of such default
shall have been received from the Holders of not less than twenty--
five percent (25%)' of the aggregate principal amount of Bonds
Outstanding. Notwithstanding the foregoing, the Issuer shall not
be deemed in default hereunder if such default can be cured within
a reasonable period of time and if the Issuer in good faith
institutes curative action and diligently pursues such action until
the default has been corrected.
SECTION 6. 02. Remedies. Any Holder of Bonds issued under the
provisions of this Resolution or any trustee or receiver acting for
such Bondholders may either at law or in equity, by suit, action,
mandamus or other proceedings in any court of competent jurisdic-
tion, protect and enforce any and all rights under the laws of the
State of Florida, or granted and contained in this Resolution, and
may enforce and compel the performance of all duties required by
this Resolution or by any applicable statutes to be performed by
the Issuer or by any officer thereof.
The Holder or Holders of Bonds in an aggregate principal
amount of not less than twenty-five percent (25%) of the Bonds then
Outstanding may by a duly executed certificate in writing appoint
a trustee for Holders of Bonds issued pursuant to this Resolution
45
with authority to represent such Bondholders in any legal proceed-
ings for the enforcement and protection of the rights of such Bond-
holders and such certificate shall be executed by such Bondholders
or their duly authorized attorneys or representatives, and shall be
filed in the office of the Clerk. Notice of such appointment,
together with evidence of the requisite signatures of the Holders
of not less than twenty-five percent (25%) in aggregate principal
amount of Bonds Outstanding and the trust instrument under which
the trustee shall have agreed to serve shall be filed with the
Issuer and the trustee and notice of appointment shall be given to
all Holders of Bonds in the same manner as- notices of redemption
are given hereunder. After the appointment of the first trustee
hereunder, no further trustees may be appointed; however, the
Holders of a majority in aggregate principal amount of all the
Bonds then Outstanding may remove the trustee initially appointed
and appoint a successor and subsequent successors at any time.
SECTION 6. 03 . Directions to Trustee as to Remedial Proceed-
ings. The Holders of a majority in principal amount of the Bonds
then Outstanding have the right, by an instrument or concurrent
instruments in writing executed and delivered to the trustee, to
direct the method and place of conducting all remedial proceedings
to be taken by the trustee hereunder, provided that such direction
shall not be otherwise than in accordance with law or the provi-
sions hereof, and that the trustee shall have the right to decline
to follow any such direction which in the opinion of the trustee
would be unjustly prejudicial to Holders of Bonds not parties to
such direction.
SECTION 6.04. Remedies Cumulative. No remedy herein con-
ferred upon or reserved to the Bondholders is intended to be exclu-
sive of any other ' remedy or remedies, and each and every such
remedy shall be cumulative, and shall be in addition to every other
remedy given hereunder or now or hereafter existing at law or in
equity or by statute.
SECTION 6. 05. Waiver of Default. No delay or omission of any
Bondholder to exercise any right or power accruing upon any default
shall impair any such right or power or shall be construed to be a
waiver of any such default, or an acquiescence therein; and every
power and remedy given by Section 6.02 of this Resolution to the
Bondholders may be exercised from time to time, and as often as may
be deemed expedient.
SECTION 6.06. Application of Moneys After Default. If an
Event of Default shall happen and shall not have been remedied, the
Issuer or a trustee or receiver appointed for the purpose shall
apply all Pledged Funds as follows and in the following order:
(A) To the payment of the reasonable and proper charges,
expenses and liabilities of the trustee or receiver, Registrar and
Paying Agent hereunder; and
46
(B) To the payment of the interest and principal or Redemption
Price, if applicable, then due on the Bonds, as follows:
(1) Unless the principal of all the Bonds shall have
become due and payable, all such moneys shall be applied:
FIRST: to the payment to the Persons entitled thereto of
all installments of interest then due, in the order of the
maturity of such installments, and, if the amount available
shall not be sufficient to pay in full any particular
installment, then to the payment ratably, according to the
amounts due on such installment, to the Persons entitled
thereto, without any discrimination or preference;
SECOND: to the payment to the Persons entitled thereto
of the unpaid principal of any of the Bonds which shall have
become due at maturity or upon mandatory redemption prior to
maturity (other than Bonds called for redemption for the
payment of which moneys are held pursuant to the provisions of
Section 8. 01 of this Resolution) , in the order of their due
dates, with interest upon such Bonds from the respective dates
upon which they became due, and, if the amount available shall
not be sufficient to pay in full Bonds due on any particular
date, together with such interest, then to the payment first
of such interest, ratably according to the amount of such
interest due on such date, and then to the payment of such
principal, ratably according to the amount of such principal
due on such date, to the Persons entitled thereto without any
discrimination or preference; and
THIRD: to the payment of the Redemption Price of any
Bonds called for optional redemption pursuant to the provi-
sions of this Resolution.
(2) If the principal of all the Bonds shall have become
due and payable, all such moneys shall be applied to the
payment of the principal and interest then due and unpaid upon
the Bonds, with interest thereon as aforesaid, without prefer-
ence or priority of principal over interest or of interest
over principal, or of any installment of interest over any
other installment of interest, or of any Bond over any other
Bond, ratably, according to the amounts due respectively for
principal and interest, to the Persons entitled thereto
without any discrimination or preference.
(C) To the payment of Cost of Operation and Maintenance of
the System.
47
ARTICLE VII
SUPPLEMENTAL RESOLUTION
SECTION 7.01. Supplemental Resolution Without Bondholders'
Consent. The Issuer, from time to time and at any time, may adopt
such Resolution or Supplemental Resolutions, without the consent of
the Bondholders (which Resolution or Supplemental Resolution shall
thereafter form a part hereof) for any of the following purposes:
(A) To cure any ambiguity or formal defect or omission or to
correct any inconsistent provisions in this Resolution or to
clarify any matters or questions arising hereunder.
(B) To grant to or confer upon the Bondholders any additional
rights, remedies, powers, authority or security that may lawfully
be granted to or conferred upon the Bondholders.
(C) To add to the conditions, limitations and restrictions on
the issuance of Bonds under the provisions of this Resolution other
conditions, limitations and restrictions thereafter to be observed.
(D) To add to the covenants and agreements of the Issuer in
this Resolution other covenants and agreements thereafter to be
observed by the Issuer or to surrender any right or power herein
reserved to or conferred upon the Issuer.
(E) To specify and determine the matters and things referred
to in Sections 2 .01, 2.02 or 2. 09 hereof, and also any other
matters and things relative to such Bonds which are not contrary to
or inconsistent with this Resolution as theretofore in effect, or
to amend, modify or rescind any such authorization, specification
or determination at any time prior to the first delivery of such
Bonds.
(F) To authorize Additional Projects or to change or modify
the description of the Initial Project or any Additional Project.
(G) To specify and determine matters necessary or desirable
for the issuance of Variable Rate Bonds.
(H) To authorize the issuance of Additional Bonds.
SECTION 7.02. Supplemental Resolution with Bondholders'
Consent. Subject to the terms and provisions contained in this
Section 7.02 and Section 7.01 hereof, the Holder or Holders of not
less than a majority in aggregate principal amount of the Bonds
then Outstanding shall have the right, from time to time, anything
contained in this Resolution to the contrary notwithstanding, to
consent to and approve the adoption of such Supplemental Resolution
or Resolutions hereto as shall be deemed necessary or desirable by
48
the Issuer for the purpose of supplementing, modifying, altering,
amending, adding to or rescinding, in any particular, any of the
terms or provisions contained in this Resolution; provided, how-
ever, that if such modification or amendment will, by its terms,
not take effect so long as any Bonds of any specified Series or
maturity remain Outstanding, the consent of the Holders of such
Bonds shall not be required and such Bonds shall not be deemed to
be Outstanding for the purpose of any calculation of Outstanding
Bonds under this Section 7.02. No Supplemental Resolution may be
approved or adopted which shall permit or require (A) an extension
of the maturity of the principal of or the payment of the interest
on any Bond issued hereunder, (B) reduction in the principal amount
of any Bond or the Redemption Price or the rate of interest
thereon, (C) the creation of a lien upon or a pledge of other than
the lien and pledge created by this Resolution which adversely
affects any Bondholders, (D) a preference or priority of any Bond
or Bonds over any other Bond or Bonds, or (E) a reduction in the
aggregate principal amount of the Bonds required for consent . to
such Supplemental Resolution. Nothing herein contained, however,
shall be construed as making necessary the approval by Bondholders
of the adoption of any Supplemental Resolution as authorized in
Section 7. 01 hereof.
If at any time the Issuer shall determine that it is necessary
or desirable to adopt any Supplemental Resolution pursuant to this
Section 7. 02, the Clerk shall cause the Registrar to give notice of
the proposed action and to cause the form of consent to such
adoption to be mailed, postage prepaid, to all Bondholders at their
addresses as they appear on the registration books. Such notice
shall briefly set forth the nature of the proposed Supplemental
Resolution and shall state that copies thereof are on file at the
offices of the Clerk and the Registrar for inspection by all
Bondholders. The Issuer shall not, however, be subject to any
liability to any Bondholder by reason of its failure to cause the
notice required by this Section 7.02 to be mailed and any such
failure shall not affect the validity of such Supplemental
Resolution when consented to and approved as provided in this
Section 7. 02 .
Whenever the Issuer shall deliver to the Clerk an instrument
or instruments in writing purporting to be executed by the Holders
of not less than a majority in aggregate principal amount of the
Bonds then Outstanding, which instrument or instruments shall refer
to the proposed Supplemental Resolution described in such notice
and shall specifically consent to and approve the adoption thereof
in substantially the form of the copy thereof referred to in such
notice, thereupon, but not otherwise, the Issuer may adopt such
Supplemental Resolution in substantially such form, without liabil-
ity or responsibility to any Holder of any Bond, whether or not
such Holder shall have consented thereto.
49
If the Holders of not less than a majority in aggregate
principal amount of the Bonds Outstanding at the time of the
adoption of such Supplemental Resolution shall have consented to
and approved the adoption thereof as herein provided, no Holder of
any Bond shall have any right to object to the adoption of such
Supplemental Resolution, or to object to any of the terms and
provisions contained therein or the operation thereof, or in any
manner to question the propriety of the adoption thereof, or to
enjoin or restrain the Issuer from adopting the same or from taking
any action pursuant to the provisions thereof.
Upon the adoption of any Supplemental Resolution pursuant to
the provisions of this Section 7. 02, this Resolution shall be
deemed to be modified and amended in accordance therewith, and the
respective rights, duties and obligations under this Resolution of
the Issuer and all Holders of Bonds then Outstanding shall there-
after be determined, exercised and enforced in all respects under
the provisions of this Resolution as so modified and amended. •
50
ARTICLE VIII
MISCELLANEOUS
SECTION 8.01. Defeasance. If the Issuer shall pay or cause
to be paid or there shall otherwise be paid to the Holders of all
Bonds the principal or Redemption Price, if applicable, and inter-
est due or to become due thereon, at the times and in the manner
stipulated therein and in this Resolution, then the pledge of the
Pledged Funds, and all covenants, agreements and other obligations
of the Issuer to the Bondholders, shall thereupon cease, terminate
and become void and be discharged and satisfied. In such event,
the Paying Agents shall pay over or deliver to the Issuer all money
or securities held by them pursuant to this Resolution which are
not required for the payment or redemption of Bonds not theretofore
surrendered for such payment or redemption.
Any Bonds or interest installments appertaining thereto,
whether at or prior to the maturity or redemption date of such
Bonds, shall be deemed to have been paid within the meaning of this
Section 8.01 if (A) in case any such Bonds are to be redeemed prior
to the maturity thereof, there shall have been taken all action
necessary to call such Bonds for redemption and notice of such
redemption shall have been duly given or provision shall have been
made for the giving of such notice, and (B) there shall have been
deposited in irrevocable trust with a banking institution or trust
company by or on behalf of the Issuer either moneys in an amount
which shall be sufficient, or Federal Securities the principal of
and the interest on which when due will provide moneys which,
together with the moneys, if any, deposited with such bank or trust
company at the same' time shall be sufficient, to pay the principal
of or Redemption Price, if applicable, and interest due and to
become due on said Bonds on and prior to the redemption date or
maturity date thereof, as the case may be. Except as hereafter
provided, neither the Federal Securities nor any moneys so
deposited with such bank or trust company nor any moneys received
by such bank or trust company on account of principal of or
Redemption Price, if applicable, or interest on said Federal
Securities shall be withdrawn or used for any purpose other than,
and all such moneys shall be held in trust for and be applied to,
the payment, when due, of the principal of or Redemption Price, if
applicable, of the Bonds for the payment or redemption of which
they were deposited and the interest accruing thereon to the date
of maturity or redemption; provided, however, the Issuer may
substitute new Refunded Securities and moneys for the deposited
Federal Securities and moneys if the new Federal Securities and
moneys are sufficient to pay the principal of or Redemption Price,
if applicable, and interest on the refunded Bonds.
For purposes of determining whether Variable Rate Bonds shall
be deemed to have been paid prior to the maturity or redemption
51
date thereof, as the case may be, by the deposit of moneys, or
specified Federal Securities and moneys, if any, in accordance with
this Section 8.01, the interest to come due on such Variable Rate
Bonds on or prior to the maturity or redemption date thereof, as
the case may be, shall be calculated at the Maximum Interest Rate;
provided, however, that if on any date, as a result of such
Variable Rate Bonds having borne interest at less than the Maximum
Interest Rate for any period, the total amount of moneys and speci-
fied Federal Securities on deposit for the payment of interest on
such Variable Rate Bonds is in excess of the total amount which
would have been required to be deposited on such date in respect of
such Variable Rate Bonds in order to satisfy this Section 8.01,
such excess shall be paid to the Issuer free and clear of any
trust, lien, pledge or assignment securing the Bonds or otherwise
existing under this Resolution.
In the event the Bonds for which moneys are to be deposited
for the payment thereof in accordance with this Section 8.01 are
not by their terms subject to redemption within the next succeeding
sixty (60) days, the Issuer shall cause the Registrar to mail a
notice to the Holders of such Bonds that the deposit required by
this Section 8.01 of moneys or Federal Securities has been made and
said Bonds are deemed to be paid in accordance with the provisions
of this Section 8.01 and stating such maturity or redemption date
upon which moneys are to be available for the payment of the
principal of or Redemption Price, if applicable, and interest on
said Bonds.
Nothing herein shall be deemed to require the Issuer to call
any of the Outstanding Bonds for redemption prior to maturity
pursuant to any applicable optional redemption provisions, or to
impair the discretion of the Issuer in determining whether to
exercise any such option for early redemption.
SECTION 8.02 . Sale of Bonds. The Bonds shall be issued and
sold at public or private sale at one time or in installments from
time to time and at such price or prices as shall be consistent
with the provisions of the Act, the requirements of this Resolution
and other applicable provisions of law and as shall be approved by
subsequent resolution of the Issuer.
SECTION 8.03. Severability of Invalid Provisions. If any one
or more of the covenants, agreements or provisions of this Resolu-
tion shall be held contrary to any express provision of law or
contrary to the policy of express law, though not expressly prohib-
ited, or against public policy, or shall for any reason whatsoever
be held invalid, or shall in any manner adversely affect the valid-
ity of the Bonds, then such covenants, agreements or provisions
shall be null and void and shall be deemed separable from the
remaining covenants, agreements and provisions of this Resolution
and shall in no way affect the validity of any of the other
52
covenants, agreements or provisions hereof or of the Bonds issued
hereunder.
SECTION 8. 04. No Personal Liability. Neither the members of
the City Commission of the Issuer nor any person executing the
Bonds shall be personally liable therefor or be subject to any
personal liability or accountability by reason of the issuance
thereof.
SECTION 8. 05. Repeal of Inconsistent Resolutions. All Reso-
lutions or parts thereof in conflict herewith are hereby superseded
and repealed to the extent of such conflict.
SECTION 8.06. Effective Date. This Resolution shall take
effect immediately upon its adoption.
DULY ADOPTED this day of , 1993 .
CITY COMMISSION OF THE CITY OF
OCOEE, FLORIDA
(SEAL)
Mayor
ATTEST:
Clerk
FOR USE AND RELIANCE ONLY APPROVED BY THE OCOEE CITY
BY THE CITY OF OCOEE, COMMISSION AT A MEETING HELD
APPROVED AS TO FORM AND ON , 1993
LEGALITY, this UNDER AGENDA ITEM NO.
day of , 1993
FOLEY & LARDNER
By:
City Attorney
53