2017-005 Master Capital Improvement Bond Resolution CITY OF OCOEE,FLORIDA
MASTER CAPITAL IMPROVEMENT BOND RESOLUTION
TABLE OF CONTENTS
Page No.
ARTICLE I GENERAL 2
SECTION 1.01 Definitions. 2
SECTION 1.02 Authority for Resolution. 9
SECTION 1.03 Resolution to Constitute Contract. 9
SECTION 1.04 Findings. 9
SECTION 1.05 Authorization of the Initial Project. 10
ARTICLE II AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF BONDS 10
SECTION 2.01 Authorization of the Refunding of the Refunded Bonds and Initial Project;
Authorization of Series 2017 Bonds 10
SECTION 2.02 Authorization and Description of Bonds 11
SECTION 2.03 Application of Series 2017 Bond Proceeds 12
SECTION 2.04 Execution of Bonds. 12
SECTION 2.05 Authentication. 13
SECTION 2.06 Temporary Bonds 13
SECTION 2.07 Bonds Mutilated, Destroyed, Stolen or Lost. 13
SECTION 2.08 Transfer 14
SECTION 2.09 Coupon Bonds; Capital Appreciation Bonds;Variable Rate Bonds. 15
SECTION 2.10 Form of Bonds. 15
ARTICLE III REDEMPTION OF BONDS 22
SECTION 3.01 Privilege of Redemption. 22
SECTION 3.02 Selection of Bonds to be Redeemed. 22
SECTION 3.03 Notice of Redemption 22
SECTION 3.04 Redemption of Portions of Bonds. 23
SECTION 3.05 Payment of Redeemed Bonds 24
ARTICLE IV SECURITY, SPECIAL FUNDS AND APPLICATION THEREOF 24
SECTION 4.01 Bonds not to be Indebtedness of Issuer 24
SECTION 4.02 Security for Bonds. 24
SECTION 4.03 Construction Fund. 24
SECTION 4.04 Funds and Accounts. 25
SECTION 4.05 Flow of Funds. 25
SECTION 4.06 Investments. 28
SECTION 4.07 Separate Accounts. 29
ARTICLE V SUBORDINATED INDEBTEDNESS, ADDITIONAL BONDS, AND COVENANTS
OF ISSUER 29
SECTION 5.01 Subordinated Indebtedness. 29
SECTION 5.02 Issuance of Additional Bonds 30
SECTION 5.03 Bond Anticipation Notes 31
SECTION 5.04 Books and Records. 31
SECTION 5.05 Annual Audit. 31
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SECTION 5.06 No Impairment. 32
SECTION 5.07 Collection of Pledged Revenues 32
SECTION 5.08 Federal Income Tax Covenants;Taxable Bonds. 32
ARTICLE VI DEFAULTS AND REMEDIES 33
SECTION 6.01 Events of Default. 33
SECTION 6.02 Remedies. 33
SECTION 6.03 Directions to Trustee as to Remedial Proceedings. 34
SECTION 6.04 Remedies Cumulative. 34
SECTION 6.05 Waiver of Default. 34
SECTION 6.06 Application of Moneys After Default 34
ARTICLE VII SUPPLEMENTAL RESOLUTIONS 35
SECTION 7.01 Supplemental Resolutions without Bondholders' Consent. 35
SECTION 7.02 Supplemental Resolutions with Bondholders' Consent. 36
SECTION 7.03 Supplemental Resolutions with Insurer's Consent in lieu of Bondholders'
Consent. 37
ARTICLE VIII MISCELLANEOUS 37
SECTION 8.01 Defeasance 37
SECTION 8.02 Sale of Bonds. 39
SECTION 8.03 Preliminary Official Statement. 39
SECTION 8.04 Capital Appreciation Bonds. 39
SECTION 8.05 General Authority. 39
SECTION 8.06 No Third Party Beneficiaries. 39
SECTION 8.07 No Personal Liability. 40
SECTION 8.08 Severability of Invalid Provisions 40
SECTION 8.09 Repeal of Inconsistent Resolutions. 40
SECTION 8.10 Effective Date. 41
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RESOLUTION NO. 2017-005
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
OCOEE, FLORIDA AUTHORIZING THE ISSUANCE OF NOT TO
EXCEED $44,000,000 CAPITAL IMPROVEMENT REVENUE
AND REFUNDING BONDS, SERIES 2017 (THE "SERIES 2017
BONDS"); AUTHORIZING AND PROVIDING FOR (i) THE
REFUNDING OF THE CITY'S CAPITAL IMPROVEMENT
REFUNDING REVENUE NOTE, SERIES 2011 AND THE CITY'S
TRANSPORTATION IMPROVEMENT REFUNDING REVENUE
NOTE, SERIES 2012, AND (ii) FOR THE FINANCING OF THE
DESIGNING, PERMITTING, ACQUISITION, CONSTRUCTION,
RECONSTRUCTION AND EQUIPPING OF VARIOUS CAPITAL
PROJECTS DESCRIBED HEREIN AND TO PAY COSTS
RELATED TO THE ISSUANCE OF THE SERIES 2017 BONDS;
PLEDGING HALF-CENT SALES TAX REVENUES,
COMMUNICATIONS SERVICES TAX REVENUES; AND
PUBLIC SERVICES TAX REVENUES TO SECURE PAYMENT OF
THE PRINCIPAL OF AND INTEREST ON THE SERIES 2017
BONDS; MAKING CERTAIN COVENANTS AND
AGREEMENTS IN CONNECTION THEREWITH; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City of Ocoee, Florida (the "City" or the "Issuer") has previously issued
its Capital Improvement Refunding Revenue Note, Series 2011 (the "Series 2011 Note") and its
Transportation Improvement Refunding Revenue Note, Series 2012 (the "Series 2012 Note")
(collectively, the "Refunded Bonds");and
WHEREAS, the Series 2011 Note and the Series 2012 Note, are currently outstanding
and are held by SunTrust Bank as the holder; and
WHEREAS, the City Commission (the "City Commission") now desires to adopt this
resolution (the "Resolution"), in order to provide for the issuance of Bonds, initially to refund
the Series 2011 Note and the Series 2012 Note and to provide proceeds for the Initial Project (as
herein defined) through the issuance of its Capital Improvement Revenue and Refunding
Bonds, Series 2017(the "Series 2017 Bonds"); and
WHEREAS, the City Commission also desires to authorize and finds it necessary,
desirable and in the best interest of the City and the residents thereof that the initial Project be
acquired, constructed and erected (the "Initial Project") as described herein and in a
Supplemental Resolution adopted on even date herewith and that the Refunded Bonds will be
refunded with the proceeds of the Series 2017 Bonds.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OCOEE, FLORIDA
THAT:
ARTICLE I
GENERAL
SECTION 1.01 Definitions.
When used in this Resolution, the following terms shall have the following meanings,
unless the context clearly otherwise requires:
"Act" shall mean the Constitution of the State of Florida, Chapter 166, Part II, Florida
Statutes, Chapter 202 and Chapter 212, Florida Statutes, Chapter 218, Part VI, Florida Statutes,
the City Charter of the Issuer, and other applicable provisions of law.
"Additional Bonds" shall mean the obligations issued at any time under the provisions
of Section 5.02 hereof on a parity with the Series 2017 Bonds.
"Additional Project" shall mean the designing, permitting, acquisition, construction,
reconstruction and/or equipping of the facilities and general infrastructure within the City and
shall include all property rights, easements, franchises and equipment relating thereto and
deemed necessary or convenient for the designing, permitting, acquisition, construction,
reconstruction, equipping and/or the operation thereof which are financed in whole or in part
with the proceeds of Additional Bonds.
"Amortization Installment" shall mean an amount designated as such by Supplemental
Resolution of the Issuer and established with respect to any Term Bonds.
"Annual Debt Service" shall mean, with respect to any Bond Year, the aggregate
amount of(1) all interest required to be paid on the Outstanding Bonds during such Bond Year,
except to the extent that such interest is to be paid from (a) deposits in the Interest Account
made from Bond proceeds or (b) a direct subsidy payment expected to be received from the
United States Treasury relating to Direct Subsidy Bonds or any other interest subsidy or similar
payments made by the Federal government, (2) all principal of Outstanding Serial Bonds
maturing in such Bond Year, and (3) all Amortization Installments herein designated with
respect to such Bond Year.
"Bond Amortization Account" shall mean the separate account in the Debt Service Fund
established pursuant to Section 4.04 hereof.
"Bond Counsel" shall mean Bryant Miller Olive P.A. or any other attorney at law or firm
of attorneys, of nationally recognized standing in matters pertaining to the exclusion from gross
income for federal income tax purposes of interest on obligations issued by states and political
subdivisions, and duly admitted to practice law before the highest court of any state of the
United States of America.
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"Bond Year" shall mean the period commencing on October 2 and ending on twelve
months later on October 1.
"Bondholder" or "Holder" or "holder" or any similar term, when used with reference to
a Bond or Bonds, shall mean any person who shall be the registered owner of any Outstanding
Bond or Bonds as provided in the registration books of the Issuer.
"Bonds" shall mean the Series 2017 Bonds, together with any Additional Bonds issued
pursuant to this Resolution.
"Capital Appreciation Bonds" shall mean the aggregate principal 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
Supplemental Resolution of the Issuer. In the case of Capital Appreciation Bonds that are
convertible to Bonds with interest payable prior to maturity or redemption of such Bonds, such
Bonds shall be considered Capital Appreciation Bonds only during the period of time prior to
such conversion.
"City Attorney" shall mean the City Attorney of the Issuer, or any assistant or deputy
City Attorney of the Issuer.
"City Manager" shall mean the City Manager or assistant, deputy, interim or acting City
Manager of the Issuer.
"Clerk" shall mean the City Clerk or assistant or deputy City Clerk of the Issuer, or such
other person as may be duly authorized by the City Commission 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.
"Communications Services Tax" shall mean the taxes on local communications services
levied by the City pursuant to Chapter 202, Florida Statutes, except the receipts of taxes levied
pursuant to Section 202.12, Florida Statutes.
"Communications Services Tax Revenues" shall mean all revenues received by the
Issuer from the levy of Communications Services Tax.
"Compounded Amounts" shall mean, as of any date of computation with respect to any
Capital Appreciation Bond, an amount equal to the principal amount of such Capital
Appreciation Bond (the principal amount at its initial offering) plus the interest accrued on such
Capital Appreciation Bond from the date of delivery to the original purchasers thereof to the
interest date next preceding the date of computation or the date of computation if an interest
date, such interest to accrue at the applicable rate which shall not exceed the legal rate,
compounded semiannually, plus, with respect to matters related to the payment upon
redemption of the Capital Appreciation Bonds, if such date of computation shall not be an
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interest date, a portion of the difference between the Compounded Amount as of the
immediately preceding interest date and the Compounded Amount as of the immediately
succeeding interest date, calculated based on the assumption that Compounded Amount
accrues during any semi-annual period in equal daily amounts on the basis of a 360-day year of
twelve 30-day months.
"Construction Fund" shall mean the City of Ocoee, Florida, Capital Improvement
Revenue and Refunding Bonds, Series 2017 Construction Fund established pursuant to Section
4.03 hereof.
"Cost" when used in connection with a Project, shall mean (1) the Issuer's cost of
physical construction; (2) costs of acquisition by or for the Issuer of such Project; (3) costs of land
and interests therein and the 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 and other obligations relating to the Project during, and if deemed
advisable by the Issuer for up to one year after the end of, the construction period of such
Project and for a reasonable period thereafter, if permitted by the Code; (6) engineering, legal
and other consultant fees and expenses; (7) costs and expenses incidental to the issuance of the
Bonds for up to one year, including the fees and expenses of any attorneys, financial advisors,
auditors, engineers, Paying Agent, Registrar or depository; (8) payments, when due (whether at
the maturity of principal or the due date of interest or upon redemption) on any indebtedness of
the Issuer (other than the Bonds) incurred for such Project; (9) costs of machinery or equipment
required by the Issuer for the commencement of operation of such Project; or (10) any other
costs properly attributable to such construction or acquisition, as determined by generally
accepted accounting principles and shall include reimbursement to the Issuer for any such
items of Cost heretofore paid by the Issuer. Any Supplemental Resolution may provide for
additional items to be included in the aforesaid Costs.
"Debt Service Fund" shall mean the City of Ocoee, Florida Capital Improvement
Revenue and Refunding Bonds Debt Service Fund established pursuant to Section 4.04 hereof.
"Direct Subsidy Bonds" shall mean any Taxable Bonds issued by the Issuer hereunder
for which either (1) the Issuer receives direct subsidy payments or any other interest subsidy or
payments made by percentage b
similar p m the Federal Government in an amount equal to a e of the
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interest paid on such Bond or Bonds, or (2) the holder of such Bond or Bonds receives a tax
credit in an amount equal to a percentage of the interest paid on such Bond or Bonds.
"Federal Securities" shall mean (1) cash, and/or (2) non-callable direct obligations of the
United States of America.
"Financial Advisor" shall mean FirstSouthwest, a Division of Hilltop Securities Inc., or
any other financial advisor appointed from time to time by the Issuer.
"Finance Director" shall mean the Finance Director of the Issuer, or such other person as
may be duly authorized by the City Manager of the Issuer to act on his or her behalf.
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"Fiscal Year" shall mean the period commencing on October 1 of each year and
continuing through the next succeeding September 30, or such other period as may be
prescribed by law.
"Half-Cent Sales Tax Revenues" means monies received by the Issuer from the Local
Government Half-Cent Sales Tax Clearing Trust Fund pursuant to the provisions of Chapter
218,Part VI, Florida Statutes.
"Initial Project" shall mean the construction, designing, permitting, reconstruction,
acquisition and equipping of certain additions, extensions and improvements to public facilities
within the Issuer, as set forth on Exhibit A of the Supplemental Resolution adopted on even
date herewith. Such Initial Project shall include without limitation all property rights,
appurtenances, easements, franchises and equipment relating thereto and deemed necessary or
convenient for the construction, designing, permitting, reconstruction, acquisition and
equipping 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,
equipment and facilities, or such other improvements as approved by the City Commission of
the Issuer in a Supplemental Resolution in accordance with the Act.
"Insurance Policy" or "Insurance Policies" shall mean any policy of bond insurance,
letter of credit, guarantee, or other similar form of credit enhancement issued by an Insurer and
insuring or guaranteeing the payment when due of all or any portion of the principal of and
interest on any Series of Bonds. All references in this Resolution to the Insurance Policy or
Insurance Policies shall be of no force and effect(i) if there is a default in the performance of any
obligations thereunder by the applicable Insurer, or (ii) at such time as there are no Bonds
Outstanding with respect to which an Insurer has issued an Insurance Policy or Insurance
Policies.
"Insurer" shall mean any issuer or issuers of any Insurance Policy or any successor
corporation that assumes the obligations of the issuer of such Insurance Policy. All references
in this Resolution to the Insurer and/or an Insurance Policy shall be of no force and effect to a
particular Series of Bonds if such Bonds are not insured, and/or at such time as there are no
Bonds Outstanding with respect to which an Insurer has issued an Insurance Policy.
"Interest Account" shall mean the separate account in the Debt Service Fund established
pursuant to Section 4.04 hereof.
"Interest Date" shall be April 1 and October 1 of each year.
"Issuer" shall mean the City of Ocoee, Florida, a municipal corporation of the State of
Florida.
"Maximum Annual Debt Service" shall mean the largest amount of Annual Debt
Service for any Bond Year in which Bonds shall be Outstanding, excluding all Bond Years
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which shall have ended prior to the Bond Year in which Maximum Annual Debt Service shall
be computed.
"Maximum Interest Rate" shall mean, with respect to any particular Variable Rate
Bonds, the maximum rate of interest such Bonds may at any time bear in the future in
accordance with the terms of the Supplemental Resolution of the Issuer delineating the details
of such Bonds.
"Mayor" shall mean the Mayor of the Issuer, or in his or her absence, the Mayor Pro Tern
of the Issuer, or such other person as may be duly authorized by the City Commission to act on
his or her behalf.
"Outstanding" when used with reference to Bonds and as of any particular date, shall
describe all Bonds theretofore and thereupon being authenticated and delivered except, (1) any
Bond in lieu of which another Bond or other Bonds have been issued under an agreement to
replace lost, mutilated or destroyed Bonds, (2) any Bond surrendered by the Holder thereof in
exchange for another Bond or other Bonds under Sections 2.06 and 2.08 hereof, and (3) Bonds
canceled after purchase in the open market or because of payment at or redemption prior to
maturity.
"Paying Agent" shall mean any paying agent for Bonds appointed by or pursuant to a
Supplemental Resolution and its successors or assigns, and any other Person which may at any
time be substituted in its place pursuant to this Resolution.
"Permitted Investments" shall mean any investments authorized pursuant to the laws of
the State and the Issuer's written investment policy, if any.
"Person" shall mean an individual, a corporation, a partnership, an association, a joint
stock company, a trust, any unincorporated organization or governmental entity.
"Pledged Funds" shall mean the Pledged Revenues and until applied in accordance with
the provisions of this Resolution, all moneys, including investments thereof, in the funds and
accounts established hereunder, other than the Unrestricted Revenue Account; provided,
however, that proceeds deposited in the Construction Fund in connection with the issuance of a
particular Series of Bonds shall only secure such Series.
"Pledged Revenues" shall mean the Half-Cent Sales Tax Revenues, Public Services Tax
Revenues, the Communications Services Tax Revenues and shall not include any direct subsidy
payments received from the United States Treasury relating to Direct Subsidy Bond or any
other interest subsidy or similar payments made by the Federal Government until deposited
into the Interest Account.
"Principal Account" shall mean the separate account in the Debt Service Fund
established pursuant to Section 4.04 hereof.
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"Project" shall mean the Initial Project and any Additional Project.
"Public Service Tax" shall mean such tax as levied and collected by the Issuer pursuant
Chapter 160, Taxation, Article I of the City's Code of Ordinances, in accordance with and
pursuant to Section 166.231, Florida Statutes also referred to from time to time as the utility
service tax.
"Public Service Tax Revenues" shall mean all revenues received by the Issuer from the
levy of Public Service Tax.
"Redemption Price" shall mean, with respect to any Bond or portion thereof, the
principal amount or portion thereof, plus the applicable premium, if any, payable upon
redemption thereof pursuant to such Bond or this Resolution.
"Refunded Bonds" shall mean, with respect to the Series 2017 Bonds, the City of Ocoee,
Florida Capital Improvement Refunding Revenue Note, Series 2011 and the City of Ocoee,
Florida Transportation Improvement Refunding Revenue Note, Series 2012, and thereafter shall
mean that amount of any Series of Bonds, which will be refunded by any Bonds issued
hereunder.
"Registrar" shall mean any registrar for the Bonds appointed by or pursuant to a
Supplemental Resolution and its successors and assigns, and any other Person which may at
any time be substituted in its place pursuant to Supplemental Resolution.
"Reserve Account" shall mean the separate account in the Debt Service Fund established
pursuant to Section 4.04 hereof.
"Reserve Account Requirement" shall mean an amount to be determined in writing by
the Finance Director, based on the advice of the Financial Advisor, prior to the issuance of the
any Bonds hereunder, provided, however, such amount shall not exceed the least of (1)
Maximum Annual Debt Service for all Outstanding Bonds secured thereby, (2) 125% of the
average annual debt service for all Outstanding Bonds secured thereby, or (3) the maximum
amount allowed under the Code in order to maintain the exclusion of interest on the
Outstanding Bonds secured thereby (other than Taxable Bonds). Notwithstanding anything
herein to the contrary, the determination of such amount must be in the best economic interests
of the Issuer, based on the advice of the Financial Advisor. Further, the Issuer may establish by
Supplemental Resolution the amount of the Reserve Account Requirement applicable to a
subaccount hereafter created in the Reserve Account to secure a Series of Bonds pursuant to
Section 4.05(A)4. hereof. The Reserve Account Requirement for the Series 2017 Bonds shall be
determined and set forth in a Supplemental Resolution.
"Resolution" shall mean this Resolution, as the same may from time to time be
amended,modified or supplemented by Supplemental Resolution.
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"Restricted Revenue Account" shall mean the separate account in the Revenue Fund
established pursuant to Section 4.04 hereof.
"Revenue Fund" shall mean the City of Ocoee, Florida Capital Improvement Revenue
and Refunding Bonds Revenue Fund established pursuant to Section 4.04 hereof.
"Serial Bonds" shall mean all of the Bonds other than the Capital Appreciation Bonds,
Term Bonds and Variable Rate Bonds.
"Series" shall mean all the Bonds delivered on original issuance in a simultaneous
transaction and identified pursuant to Sections 2.01 and 2.02 hereof or a Supplemental
Resolution authorizing the issuance by the Issuer of such Bonds as a separate Series, regardless
of variations in maturity, interest rate, Amortization Installments or other provisions.
"Series 2017 Bonds" shall mean the Issuer's Capital Improvement Revenue and
Refunding Bonds, Series 2017 authorized pursuant to Section 2.02 hereof, or such other name or
names as shall be designated pursuant to the authorization in Section 2.02 hereof.
"State" shall mean the State of Florida.
"Subordinated Indebtedness" shall mean that indebtedness of the Issuer, subordinate
and junior to the Bonds, issued in accordance with the provisions of Section 5.01 hereof.
"Supplemental Resolution" shall mean any resolution of the Issuer amending or
supplementing this Resolution adopted and becoming effective in accordance with the terms of
Sections 7.01, 7.02 and 7.03 hereof.
"Taxable Bond" shall mean any Bond which states, in the body thereof, that the interest
income thereon is includable in the gross income of the Holder thereof for federal income tax
purposes or that such interest is subject to federal income taxation.
"Term Bonds" shall mean those Bonds which shall be designated as Term Bonds hereby
or by Supplemental Resolution of the Issuer and which are subject to mandatory redemption by
Amortization Installments.
"Unrestricted Revenue Account" shall mean the separate account in the Revenue Fund
established pursuant to Section 4.04 hereof.
"Variable Rate Bonds" shall mean Bonds issued with a variable, adjustable, convertible
or other similar rate which is not fixed in percentage for the entire term thereof at the date of
issue.
The terms "herein," "hereunder," "hereby," "hereto," "hereof" and any similar terms, shall
refer to this Resolution; the term heretofore shall mean before the date of adoption of this
Resolution; and the term"hereafter" shall mean after the date of adoption of this Resolution.
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Words importing the masculine gender include every other gender.
Words importing the singular number include the plural number, and vice versa.
SECTION 1.02 Authority for Resolution.
This Resolution is adopted pursuant to the provisions of the Act.
SECTION 1.03 Resolution to Constitute Contract.
In consideration of the purchase and acceptance of any or all of the Bonds by those who
shall hold the same from time to time, the provisions of this Resolution shall be a part of the
contract of the Issuer with the Holders of the Bonds and shall be deemed to be and shall
constitute a contract between the Issuer and the Holders from time to time of the Bonds. The
pledge made in this Resolution and the provisions, covenants and agreements herein set forth
to be performed by or on behalf of the Issuer shall be for the equal benefit, protection and
security of the Holders of any and all of said Bonds and the Insurers. 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:
(A) That the Issuer deems it necessary, desirable and in the best interests of the
Issuer and its citizens and to serve a public purpose that the Initial Project be constructed,
designed, permitted, reconstructed, acquired and equipped and that the Refunded Bonds be
currently refunded.
(B) That all or a portion of the Initial Project shall be financed by and/or reimbursed
from a portion of the proceeds of the Series 2017 Bonds.
(C) That in order to restructure a portion of the City's debt and to provide for and
plan for the incurrence of debt by the City under a suitable structure, it is necessary and
desirable to currently refund the Refunded Bonds.
(D) That the Issuer is authorized under the Act to currently refund the Refunded
Bonds, and either pay off and refinance such Refunded Bonds upon the issuance of Bonds or to
deposit a portion of the proceeds of the Series 2017 Bonds, together with other legally available
funds, in escrow to provide for the payment when due of the principal of and interest and
redemption premiums, if any, on the Refunded Bonds, to invest a portion of the proceeds of
such Bonds pending their application to pay the costs of the current refunding of the Refunded
Bonds.
(E) That the purposes for which the Series 2017 Bonds are being issued include the
promotion of the public health, welfare, safety and social benefit to the Issuer and its citizens.
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(F) That upon the issuance of the Series 2017 Bonds, the Pledged Revenues are not
pledged or encumbered in any manner other than to the Series 2017 Bonds and are estimated to
be sufficient to pay the principal of and interest on the Series 2017 Bonds, as the same become
due, and all other payments provided for in this Resolution.
(G) That the principal of and interest on the Series 2017 Bonds and all other
payments provided for in this Resolution will be payable solely from the Pledged Funds; and
the ad valorem taxing power of the Issuer will never be necessary or authorized to pay the
principal of and interest on the Refunded Bonds and, except as otherwise provided herein, the
Refunded Bonds shall not constitute a lien upon any property of the Issuer.
SECTION 1.05 Authorization of the Initial Project. The Issuer does hereby
authorize the acquisition, construction and reconstruction of the capital improvements which
comprise the Initial Project. The Issuer agrees to deposit the portion of proceeds of the Series
2017 Bonds as directed and set forth in Section 2.03(D) hereof into the Construction Fund as
provided in Section 4.03 hereof to be expended on the Initial Project.
ARTICLE II
AUTHORIZATION,TERMS,EXECUTION
AND REGISTRATION OF BONDS
SECTION 2.01 Authorization of the Refunding of the Refunded Bonds and Initial
Project;Authorization of Series 2017 Bonds.
The refunding of the Refunded Bonds and the financing of the Initial Project are hereby
specifically authorized. The "Capital Improvement Revenue and Refunding Bonds, Series 2017"
are hereby specifically authorized to be issued in an aggregate principal amount of not to
exceed $44,000,000 to (i) refund the Series 2011 Note and the Series 2012 Note, (ii) finance the
Initial Project, and (iii) pay the cost of issuing the Series 2017 Bonds.
This Resolution provides for the issuance of Bonds of the Issuer to be designated as "City
of Ocoee, Florida, Capital Improvement Revenue and Refunding Bonds" which may be issued
in one or more Series as hereinafter provided. The aggregate principal amount of the Bonds
which may be executed and delivered under this Resolution is not limited except as is or may
hereafter be provided in this Resolution or as limited by the Act or by law.
The Bonds may, if and when authorized by the Issuer pursuant to this Resolution, be
issued in one or more Series, with such further appropriate particular designations added to or
incorporated in such title for the Bonds of any particular Series as the Issuer may determine and
as may be necessary to distinguish such Bonds from the Bonds of any other Series. Each Bond
shall bear upon its face the designation so determined for the Series to which it belongs.
The Bonds shall be issued for such purpose or purposes; shall bear interest at such rate
or rates not exceeding the maximum rate permitted by law; and shall be payable in lawful
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money of the United States of America on such dates; all as determined by Supplemental
Resolution of the Issuer.
The Bonds shall be issued in denominations of $5,000 or integral multiples thereof, in
such form, whether coupon or registered; shall be dated such date; shall bear such numbers;
shall be payable at such place or places; shall contain such redemption provisions; shall have
such Paying Agents and Registrars; shall mature in such years and amounts; shall provide that
the proceeds thereof be used in such mariner; may be Capital Appreciation Bonds, Serial Bonds,
Term Bonds or Variable Rate Bonds (provided, however, that the issuance of Variable Rate
Bonds which are Additional Bonds is subject to the provisions of Section 5.02(D) hereof); all as
determined by Supplemental Resolution of the Issuer.
SECTION 2.02 Authorization and Description of Bonds.
An initial Series of Bonds entitled to the benefit, protection and security of this
Resolution is hereby authorized in an aggregate principal amount of not to exceed $44,000,000
for the principal purposes of financing and/or reimbursing all or a portion of the Costs of the
Initial Project, funding the Reserve Account, if required, refunding the Refunded Bonds and
paying certain costs of issuance incurred with respect to such Series. Such Series shall be
designated as, and shall be distinguished from the Bonds of all other Series by the title "City of
Ocoee, Florida, Capital Improvement Revenue and Refunding Bonds, Series 2017,"provided the
Issuer may change such designation in the event that the total authorized amount of Series 2017
Bonds are not issued as a single series and/or are not issued in calendar year 2017.
The Series 2017 Bonds shall be dated as of the date of delivery of the Series 2017 Bonds
to the purchaser or purchasers thereof or such other date as may be set forth by Supplemental
Resolution of the Issuer; shall be issued as fully registered Series 2017 Bonds; shall be numbered
consecutively from one upward in order of maturity preceded by the letter "R"; shall be in such
denominations and shall bear interest at a rate or rates not exceeding the maximum rate
permitted by law, payable in such manner and on such dates; shall consist of such amounts of
Serial Bonds and/or Term Bonds; maturing in such amounts or Amortization Installments and
in such years not exceeding forty (40) years from their date; shall be payable in such place or
places; shall have such Paying Agent and Registrar; and shall contain such redemption
provisions; all as the Issuer shall provide hereafter by Supplemental Resolution.
The principal of or Redemption Price, if applicable, on the Series 2017 Bonds are payable
upon presentation and surrender of the Series 2017 Bonds at the designated office of the Paying
Agent. Interest payable on any Series 2017 Bond on any Interest Date will be paid by check or
draft of the Paying Agent to the Holder in whose name such Series 2017 Bond shall be
registered at the close of business on the date which shall be the fifteenth day (whether or not a
business day) of the calendar month next preceding such Interest Date, or, unless otherwise
provided by Supplemental Resolution, at the option of the Paying Agent, and at the request and
expense of such Holder, by bank wire transfer for the account of such Holder. In the event the
interest payable on any Series 2017 Bond is not punctually paid or duly provided for by the
11
Issuer on such Interest Date, such defaulted interest will be paid to the Holder in whose name
such Series 2017 Bond shall be registered at the close of business on a special record date for the
payment of such defaulted interest as established by notice to such Holder, not less than ten
days preceding such special record date. All payments of principal of or Redemption Price, if
applicable, and interest on the Series 2017 Bonds shall be payable in any coin or currency of the
United States of America which at the time of payment is legal tender for the payment of public
and private debts.
SECTION 2.03 Application of Series 2017 Bond Proceeds.
Except as otherwise provided by Supplemental Resolution, the proceeds derived from
the sale of the Series 2017 Bonds, including accrued interest and premium, if any, shall,
simultaneously with the delivery of the Series 2017 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
2017 Bonds.
(B) A sufficient amount of the Series 2017 Bond proceeds shall be applied to the
payment of costs and expenses relating to the issuance of the Series 2017 Bonds which must be
paid upon delivery of the Series 2017 Bonds. Such amount may, at the option of the Issuer, be
deposited in and disbursed from the Construction Fund.
(C) A sufficient amount shall be paid to refund in full the Refunded Bonds.
(D) The balance of the Series 2017 Bond proceeds shall be deposited in the
Construction Fund to be used to pay all or a portion of the Costs of the Initial Project.
SECTION 2.04 Execution of Bonds.
The Bonds shall be executed in the name of the Issuer with the manual or facsimile
signature of the Mayor and the official seal of the Issuer shall be imprinted thereon, attested and
countersigned with the manual or facsimile signature of the Clerk. In case any one or more of
the officers who shall have signed or sealed any of the Bonds, or whose facsimile signature shall
appear thereon shall cease to be such officer of the Issuer before the Bonds so signed and sealed
have been actually sold and delivered, such Bonds may nevertheless be sold and delivered as
herein provided and may be issued as if the person who signed or sealed such Bonds had not
ceased to hold such office. Any Bond may be signed and sealed on behalf of the Issuer by such
person who at the actual time of the execution of such Bond shall hold the proper office of the
Issuer, although, at the date of such Bond, such person may not have held such office or may
not have been so authorized. The Issuer may adopt and use for such purposes the facsimile
signatures of any such persons who shall have held such offices at any time after the date of the
adoption of this Resolution, notwithstanding that either or both shall have ceased to hold such
office at the time the Bonds shall be actually sold and delivered.
12
SECTION 2.05 Authentication.
No Bond of any Series shall be secured hereunder or be entitled to the benefit hereof or
shall be valid or obligatory for any purpose unless there shall be manually endorsed on such
Bond a certificate of authentication by the Registrar or such other entity as may be approved by
the Issuer for such purpose. Such certificate on any Bond shall be conclusive evidence that such
Bond has been duly authenticated and delivered under this Resolution. The form of such
certificate shall be substantially in the form provided in Section 2.10 hereof.
SECTION 2.06 Temporary Bonds.
Until the definitive Bonds of any Series are prepared, the Issuer may execute, in the
same manner as is provided in Section 2.04 hereof, and deliver, upon authentication by the
Registrar pursuant to Section 2.05 hereof, in lieu of definitive Bonds, but subject to the same
provisions, limitations and conditions as the definitive Bonds, except as to the denominations
thereof, one or more temporary Bonds substantially of the tenor of the definitive Bonds in lieu
of which such temporary Bond or Bonds are issued, in denominations authorized by the Issuer
by Supplemental Resolution, and with such omissions, insertions and variations as may be
appropriate to temporary Bonds. The Issuer, at its own expense, shall prepare and execute
definitive Bonds, which shall be authenticated by the Registrar. Upon the surrender of such
temporary Bonds for exchange, the Registrar, without charge to the Holder thereof, shall deliver
in exchange therefor 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 (e.g., Serial Bonds will be exchanged for
Serial Bonds and Capital Appreciation Bonds will be exchanged for Capital Appreciation
Bonds), in exchange and substitution for such mutilated Bond upon surrender and cancellation
of such mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, and
upon the Holder furnishing the Issuer and the Registrar proof of such Holder's ownership
thereof and satisfactory indemnity and complying with such other reasonable regulations and
conditions as the Issuer or the Registrar may prescribe and paying such expenses as the Issuer
and the Registrar may incur. All Bonds so surrendered or otherwise substituted shall be
canceled by the Registrar. If any of the Bonds shall have matured or be about to mature, instead
of issuing a substitute Bond, the Issuer may pay the same or cause the Bond to be paid, upon
being indemnified as aforesaid, and if such Bonds be lost, stolen or destroyed, without
surrender thereof.
13
Any such duplicate Bonds issued pursuant to this Section 2.07 shall constitute original,
additional contractual obligations on the part of the Issuer whether or not the lost, stolen or
destroyed Bond be at any time found by anyone, and such duplicate Bond shall be entitled to
equal and proportionate benefits and rights as to lien on the Pledged Funds to the same extent
as all other Bonds issued hereunder.
SECTION 2.08 Transfer.
Bonds, upon surrender thereof at the office of the Registrar with a written instrument of
transfer satisfactory to the Registrar, duly executed by the Holder thereof or such Holder's
attorney duly authorized in writing, may, at the option of the Holder thereof, be exchanged for
an equal aggregate principal amount of registered Bonds of the same Series, maturity of any
other authorized denominations and type (e.g., Serial Bonds will be exchanged for Serial Bonds
and Capital Appreciation Bonds will be exchanged for Capital Appreciation Bonds).
The Bonds issued under this Resolution shall be and have all the qualities and incidents
of negotiable instruments under the law merchant and the Uniform Commercial Code of the
State, subject to the provisions for registration and transfer contained in this Resolution and in
the Bonds. So long as any of the Bonds shall remain Outstanding, the Issuer shall maintain and
keep, at the office of the Registrar,books for the registration and transfer of the Bonds.
Each Bond shall be transferable only upon the books of the Issuer, at the office of the
Registrar, under such reasonable regulations as the Issuer may prescribe, by the Holder thereof
in person or by such Holder's attorney duly authorized in writing upon surrender thereof
together with a written instrument of transfer satisfactory to the Registrar duly executed and
guaranteed by the Holder or such Holder's duly authorized attorney. Upon the transfer of any
such Bond, the Issuer shall issue, and cause to be authenticated, ih 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
the Issuer nor the Registrar nor any Paying Agent or other fiduciary of the Issuer shall be
affected by any notice to the contrary.
The Registrar, in any case where it is not also the Paying Agent in respect to any Series
of Bonds, forthwith (A) following the fifteenth day prior to an Interest Date for such Series; (B)
following the fifteenth day next preceding the date of first mailing of notice of redemption of
any Bonds of such Series; and (C) at any other time as reasonably requested by the Paying
Agent of such Series, shall certify and furnish to such Paying Agent the names, addresses and
holdings of Bondholders and any other relevant information reflected in the registration books.
14
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 pursuant to Section 2.04
hereof for purposes of exchanging, replacing or transferring Bonds may occur at the time of the
original delivery of the Series of which such Bonds are a part. All Bonds surrendered in any
such exchanges or transfers shall be held by the Registrar in safekeeping until directed by the
Issuer to be canceled by the Registrar. For every such exchange or transfer of Bonds, the Issuer
or the Registrar may make a charge sufficient to reimburse it for any tax, fee, expense or other
governmental charge required to be paid with respect to such exchange or transfer. The Issuer
and the Registrar shall not be obligated to make any such exchange or transfer of Bonds of any
Series during the fifteen days next preceding an Interest Date on the Bonds of such Series (other
than Variable Rate Bonds), or, in the case of any proposed redemption of Bonds of such Series,
then during the fifteen days next preceding the date of the first mailing of notice of such
redemption and continuing until such redemption date.
SECTION 2.09 Coupon Bonds; Capital Appreciation Bonds;Variable Rate 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, Capital
Appreciation Bonds or Variable Rate Bonds. Such Supplemental Resolution shall provide for
the negotiability, transfer, interchangeability, denominations and form of such Bonds and, if
applicable, 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 Bonds.
The text of the Bonds, except as otherwise provided pursuant to Section 2.09 hereof (the
form of which shall be provided by Supplemental Resolution of the Issuer) shall be in
substantially the following form with such non-material 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):
15
No. R- $
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF OCOEE
CAPITAL IMPROVEMENT REVENUE [AND REFUNDING] BOND, SERIES
Interest Rate Maturity Date Date of Original Issue CUSIP
°/0 1,
Registered Holder:
Principal Amount:
KNOW ALL MEN BY THESE PRESENTS, that the City of Ocoee, Florida, a municipality
created and existing under and by virtue of the laws of the State of Florida (the "Issuer"), for
value received, hereby promises to pay, solely from the Pledged Funds hereinafter described, to
the Registered Holder identified above, or registered assigns as hereinafter provided, on the
Maturity Date identified above, the Principal Amount identified above and interest on such
Principal Amount from the Date of Original Issue identified above or from the most recent
interest payment date to which interest has been paid at the Interest Rate per annum identified
above on 1 and 1 of each year commencing 1,
until such Principal Amount shall have been paid, except as the provisions hereinafter set forth
with respect to redemption prior to maturity may be or become applicable hereto. Interest on
this Bond shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
Such Principal Amount and interest and the redemption premium, if any, on this Bond
are payable in any coin or currency of the United States of America which, on the respective
dates of payment thereof, shall be legal tender for the payment of public and private debts.
Such Principal Amount and the redemption premium, if any, on this Bond, are payable, upon
presentation and surrender hereof, at the designated corporate trust office of
, as Paying Agent.
Payment of each installment of interest shall be made to the person in whose name this Bond
shall be registered on the registration books of the Issuer maintained by
, as Registrar, at the
close of business on the date which shall be the fifteenth day (whether or not a business day) of
the calendar month next preceding each interest payment date and shall be paid by a check or
draft of such Paying Agent mailed to such Registered Holder at the address appearing on such
registration books or, at the option of such Paying Agent, and at the request and expense of
such Registered Holder, by bank wire transfer for the account of such Holder. In the event
interest payable on this Bond is not punctually paid or duly provided for by the Issuer on such
16
interest payment date, payment of each installment of such defaulted interest shall be made to
the person in whose name this Bond shall be registered at the close of business on a special
record date for the payment of such defaulted interest as established by notice to such
Registered Holder,not less than ten days preceding such special record date.
This Bond is one of an authorized issue of Bonds in the aggregate principal amount of
$ (the "Bonds") of like date, tenor and effect, except as to maturity date, interest rate,
denomination and number, issued to finance and/or reimburse the cost of construction,
designing, permitting, reconstruction, acquisition and equipping of certain additions,
extensions and improvements to public facilities within the Issuer, under the authority of and in
full compliance with the Constitution of the State of Florida, Chapter 166, Part II, Florida
Statutes, Section 202.19(8), Florida Statutes, the City Charter of the Issuer, Chapter 160,
Taxation, Article I of the Issuer's Code of Ordinances, and other applicable provisions of law
(collectively, the "Act"), and Resolution No. 2017-_ duly adopted by the City Commission on
, 2017, as amended and supplemented from time to time, and as particularly
supplemented by Resolution No. 2017- duly adopted by the City Commission on
, 2017 (collectively, the "Resolution"), and is subject to the terms and conditions of
the Resolution. Capitalized undefined terms used herein shall have the meaning ascribed
thereto in the Resolution.
The Bonds and the interest thereon are payable solely from and secured by a lien upon
and a pledge of Half-Cent Sales Tax Revenues, Communications Services Tax Revenues and
Public Services Tax Revenues, and until applied in accordance with the provisions of the
Resolution, all moneys, including investments thereof, in certain of the funds and accounts
established by the Resolution, all in the manner and to the extent described in the Resolution
(collectively, the "Pledged Funds").
IT IS EXPRESSLY AGREED BY THE REGISTERED HOLDER OF THIS BOND THAT
THE FULL FAITH AND CREDIT OF THE ISSUER, THE STATE OF FLORIDA, OR ANY
POLITICAL SUBDIVISION THEREOF, ARE NOT PLEDGED TO THE PAYMENT OF THE
PRINCIPAL, REDEMPTION PREMIUM, IF ANY, AND INTEREST ON THIS BOND AND
THAT SUCH HOLDER SHALL NEVER HAVE THE RIGHT TO REQUIRE OR COMPEL THE
EXERCISE OF ANY TAXING POWER OF THE ISSUER, THE STATE OF FLORIDA, OR ANY
POLITICAL SUBDIVISION THEREOF, TO THE PAYMENT OF SUCH PRINCIPAL,
REDEMPTION PREMIUM, IF ANY, OR INTEREST. THIS BOND AND THE OBLIGATION
EVIDENCED HEREBY SHALL NOT CONSTITUTE A LIEN UPON ANY PROPERTY OF THE
ISSUER OTHER THAN THE PLEDGED FUNDS, AND SHALL CONSTITUTE A LIEN ONLY
ON, AND SHALL BE PAYABLE SOLELY FROM, THE PLEDGED FUNDS IN THE MANNER
AND TO THE EXTENT DESCRIBED IN THE RESOLUTION.
Neither the members of the City Commission nor any person executing this Bond shall
be liable personally hereon or be subject to any personal liability or accountability by reason of
the issuance hereof.
17
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND
SET FORTH ON THE REVERSE SIDE HEREOF AND SUCH FURTHER PROVISIONS SHALL
FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH IN THIS PLACE.
This Bond shall not be valid or become obligatory for any purpose until the Certificate of
Authentication hereon shall have been signed by the Registrar.
IN WITNESS WHEREOF, the City of Ocoee, Florida has issued this Bond and has
caused the same to be executed by the manual signature of the Mayor, attested and
countersigned by the manual signature of its City Clerk, approved as to form and correctness
by the manual signature of the City Attorney, and its official seal or a facsimile thereof to be
affixed or reproduced hereon, all as of the day of , 20_.
(SEAL) CITY OF OCOEE, FLORIDA
By:
Mayor
ATTESTED:
By:
City Clerk
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the issue described in the within-mentioned Resolution.
DATE OF AUTHENTICATION:
Registrar
By:
Authorized Officer
18
[Provisions on Reverse Side of Bond]
This Bond is transferable in accordance with the terms of the Resolution only upon the
books of the Issuer kept for that purpose at the designated corporate trust office of the Registrar
by the Registered Holder hereof in person or by such Holder's attorney duly authorized in
writing, upon the surrender of this Bond together with a written instrument of transfer
satisfactory to the Registrar duly executed by the Registered Holder or such Holder's attorney
duly authorized in writing, and thereupon a new Bond or Bonds in the same aggregate
principal amount shall be issued to the transferee in exchange therefor, and upon the payment
h r prescribed. The Bonds are issuable in the form of fully the charges, if any, t in p ll e e y re istered g
Bonds in the denominations of $5,000 and integral multiples thereof, not exceeding the
aggregate principal amount of the Bonds maturing on the same date. The Issuer, the Registrar
and any Paying Agent may treat the Registered Holder of this Bond as the absolute owner
hereof for all purposes, whether or not this Bond shall be overdue, and shall not be affected by
any notice to the contrary. The Issuer and the Registrar shall not be obligated to make any
exchange or transfer of the Bonds during the fifteen days next preceding an interest payment
date, or in the case of any proposed redemption of the Bonds, then, during the fifteen days next
preceding the date of the first mailing of notice of such redemption.
[INSERT REDEMPTION PROVISIONS]
Notice of redemption, unless waived, is to be given by the Registrar by mailing an
official redemption notice by registered or certified mail at least 30 days and not more than 60
days prior to the date fixed for redemption to the Registered Holders of the Bonds to be
redeemed at such Holders' addresses shown on the registration books maintained by the
Registrar or at such other addresses as shall be furnished in writing by such Registered Holders
to the Registrar. Provided, however, that no defect in any such notice to any Registered Holder
of Bonds to be redeemed nor failure to give such notice to any such Registered Holder nor
failure of any such Registered Holder to receive such notice shall in any manner defeat the
effectiveness of a call for redemption as to all other Registered Holders of Bonds to be
redeemed. Notice of redemption having been given as aforesaid, the Bonds or portions of
Bonds to be redeemed shall, on the redemption date, become due and payable at the
redemption price therein specified, and from and after such date (unless the Issuer shall default
in the payment of the redemption price), such Bonds or portions of Bonds shall cease to bear
interest.
It is hereby certified and recited that all acts, conditions and things required to exist, to
happen and to be performed precedent to and in the issuance of this Bond, exist, have
happened and have been performed, in regular and due form and time as required by the laws
and Constitution of the State of Florida applicable thereto, and that the issuance of the Bonds
does not violate any constitutional or statutory limitations or provisions.
19
ASSIGNMENT
FOR VALUE RECEIVED,the undersigned sells, assigns and transfers unto
•
[Insert Name, Address, Social Security or Other Identifying Number of Assignee]
the within Bond and does hereby irrevocably constitute and appoint as
attorneys to register the transfer of the said Bond on the books kept for registration thereof with
full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be
guaranteed by a member firm of the New
York Stock Exchange or a commercial
bank or trust company.
NOTICE: The signature to this assignment
must correspond with the name of the
Registered Holder as it appears upon the face
of the within Bond in every particular,
without alteration or enlargement or any
change whatever and the Social Security or
other identifying number of such assignee
must be supplied.
20
The following abbreviations, when used in the inscription on the face of the within
Bond, shall be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN-- as joint tenants with right of survivorship and not as tenants in common
UNIF TRANS MIN ACT--
(Cust.)
Custodian for
under Uniform Transfer to Minors Act of
(State)
Additional abbreviations may also be used though not in the list above.
STATEMENT OF INSURANCE
[IF APPLICABLE, INSERT INSURER LANGUAGE]
21
ARTICLE III
REDEMPTION OF BONDS
SECTION 3.01 Privilege of Redemption.
The terms of this Article III shall apply to redemption of Bonds other than Variable Rate
Bonds. The terms and provisions relating to redemption of Variable Rate Bonds shall be
provided by Supplemental Resolution.
SECTION 3.02 Selection of Bonds to be Redeemed.
The Bonds shall be redeemed only in the principal amount of $5,000 each and integral
multiples thereof. The Issuer shall, at least sixty days prior to the redemption date (unless a
shorter time period shall be satisfactory to the Registrar) notify the Registrar of such redemption
date and of the principal amount of Bonds to be redeemed. For purposes of any redemption of
less than all of the Outstanding Bonds of a single maturity, the particular Bonds or portions of
Bonds to be redeemed shall be selected not more than forty-five days prior to the redemption
date by the Registrar from the Outstanding Bonds of the maturity or maturities designated by
the Issuer by such method as the Registrar shall deem fair and appropriate and which may
provide for the selection for redemption of Bonds or portions of Bonds in principal amounts of
$5,000 and integral multiples thereof.
If less than all of the Outstanding Bonds of a single maturity are to be redeemed, the
Registrar shall promptly notify the Issuer and Paying Agent (if the Registrar is not the Paying
Agent for such Bonds) in writing of the Bonds or portions of Bonds selected for redemption
and, in the case of any Bond selected for partial redemption, the principal amount thereof to be
redeemed.
SECTION 3.03 Notice of Redemption.
Unless waived by any Holder of Bonds to be redeemed, notice of any redemption made
pursuant to this section shall be given by the Registrar on behalf of the Issuer by mailing a copy
of an official redemption notice by registered or certified mail at least thirty days and not more
than sixty days prior to the date fixed for redemption to each Holder of Bonds to be redeemed
at the address of such Holder shown on the registration books maintained by the Registrar or at
such other address as shall be furnished in writing by such Holder to the Registrar; provided,
however, that no defect in any notice given pursuant to this Section to any Holder of Bonds to
be redeemed nor failure to give such notice shall in any manner defeat the effectiveness of a call
for redemption as to all other Holders of Bonds to be redeemed.
Every official notice of redemption shall be dated and shall state:
1. the redemption date,
2. the Redemption Price,
22
3. if less than all Outstanding Bonds are to be redeemed, the number (and,
in the case of a partial redemption of any Bond, the principal amount) of each Bond to be
redeemed,
4. that, on the redemption date, the Redemption Price will become due and
payable upon each such Bond or portion thereof called for redemption, and that interest
thereon shall cease to accrue from and after said date, and
5. that such Bonds to be redeemed, whether as a whole or in part, are to be
surrendered for payment of the Redemption Price at the designated office of the
Registrar.
Prior to any redemption date, the Issuer shall deposit with the Registrar an amount of
money sufficient to pay the Redemption Price of all the Bonds or portions of Bonds which are to
be redeemed on that date.
Official notice of redemption having been given as aforesaid, the Bonds or portions of
Bonds to be redeemed shall, on the redemption date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the Issuer shall default
in the payment of the Redemption Price) such Bonds or portions of Bonds shall cease to bear
interest. Upon surrender of such Bonds for redemption in accordance with said notice, such
Bonds shall be paid by the Registrar at the Redemption Price. Installments of interest due on or
prior to the redemption date shall be payable as herein provided for payment of interest. Upon
surrender for any partial redemption of any Bond, there shall be prepared for the Holder a new
Bond or Bonds of the same maturity in the amount of the unpaid principal of such partially
redeemed Bond. All Bonds which have been redeemed shall be canceled and destroyed by the
Registrar and shall not be reissued.
Notwithstanding the foregoing or any other provision hereof, notice of optional
redemption pursuant to this Section 3.03 may be conditioned upon the occurrence or non-
occurrence of such event or events as shall be specified in such notice of optional redemption
and may also be subject to rescission by the Issuer if expressly set forth in such notice.
SECTION 3.04 Redemption of Portions of Bonds.
Any Bond which is to be redeemed only in part shall be surrendered at any place of
payment specified in the notice of redemption (with due endorsement by, or written instrument
of transfer in form satisfactory to, the Registrar duly executed by, the Holder thereof or such
Holder's attorney duly authorized in writing) and the Issuer shall execute and the Registrar
shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond
or Bonds, of the same interest rate and maturity, and of any authorized denomination as
requested by such Holder, in an aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Bonds so surrendered.
23
SECTION 3.05 Payment of Redeemed Bonds.
Notice of redemption having been given substantially as aforesaid, the Bonds or
portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at
the Redemption Price therein specified, and from and after such date (unless the Issuer shall
default in the payment of the Redemption Price) such Bonds or portions of Bonds shall cease to
bear interest. Upon surrender of such Bonds for redemption in accordance with said notice,
such Bonds shall be paid by the Registrar and/or Paying Agent at the appropriate Redemption
Price, plus accrued interest. All Bonds which have been redeemed shall be canceled by the
Registrar and shall not be reissued.
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
INDEBTEDNESS OF THE ISSUER AS "BONDS" WITHIN THE MEANING OF ANY
CONSTITUTIONAL OR STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS
OF THE ISSUER, PAYABLE SOLELY FROM AND SECURED BY A LIEN UPON AND
PLEDGE OF THE PLEDGED FUNDS. NO HOLDER OF ANY BOND SHALL EVER HAVE
THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER TO PAY
SUCH BOND, OR BE ENTITLED TO PAYMENT OF SUCH BOND FROM ANY MONEYS OF
THE ISSUER EXCEPT FROM THE PLEDGED FUNDS IN THE MANNER PROVIDED
HEREIN.
The Pledged Funds shall immediately be subject to the lien of this pledge without any
physical delivery thereof or further act, and the lien of this pledge shall be valid and binding as
against all parties having claims of any kind in tort, contract or otherwise against the Issuer.
SECTION 4.02 Security for Bonds.
The payment of the principal of, Redemption Price, if applicable, and interest on the
Bonds shall be secured forthwith equally and ratably by a pledge of and lien upon the Pledged
Funds. The Issuer does hereby irrevocably pledge the Pledged Funds to the payment of the
principal of or Redemption Price, if applicable, and interest on the Bonds in accordance with the
provisions hereof. The pledge contained in this Resolution shall constitute a first priority lien
on the Pledged Funds in favor of the Holders of the Bonds.
SECTION 4.03 Construction Fund.
The Issuer covenants and agrees to establish a separate fund in a bank or trust company
in the State, which is eligible under the laws of such State to receive funds of the Issuer, to be
known as the "City of Ocoee, Florida Capital Improvement Revenue and Refunding Bonds
Construction Fund" (the "Construction Fund") which shall be used only for payment of the Cost
24
of a Project. Moneys in the Construction Fund which derive from a particular Series of Bonds,
until applied in payment of any item of the Cost of a Project, in the manner hereinafter
provided, shall be held in trust by the Issuer and shall be subject to a lien and charge in favor of
the Holders of such Series of 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, Florida Capital Improvement Revenue and Refunding
Bonds Revenue Fund" (the "Revenue Fund") and the "City of Ocoee, Florida Capital
Improvement Revenue and Refunding Bonds Debt Service Fund" (the "Debt Service Fund"). The
Issuer shall maintain in the Revenue Fund two accounts: the "Restricted Revenue Account" and
the "Unrestricted Revenue Account." The Issuer shall maintain in the Debt Service Fund four
accounts: the "Interest Account," the "Principal Account,"the "Bond Amortization Account," and
the "Reserve Account." Moneys in the aforementioned funds and accounts, other than the
Unrestricted Revenue Account, until applied in accordance with the provisions hereof, shall be
subject to a lien and charge in favor of the Holders and for the further security of the Holders.
The Issuer shall at any time and from time to time appoint one or more qualified
depositories to hold, for the benefit of the Bondholders, any one or more of the funds and
accounts established hereby. Such depository or depositories shall perform at the direction of
the Issuer the duties of the Issuer in depositing, transferring and disbursing moneys to and
from each of such funds and accounts as herein set forth, and all records of such depositary in
performing such duties shall be open at all reasonable times to inspection by the Issuer and its
agents and employees.
SECTION 4.05 Flow of Funds.
(A) Beginning on the date the Series 2017 Bonds are issued, the Issuer shall deposit
the Pledged Revenues (only to the extent a sufficient amount is not already on deposit from
other legally available revenue sources of the Issuer in amounts sufficient to satisfy all payment
obligations hereunder), and any direct subsidy payments received from the United States
Treasury relating to Direct Subsidy Bonds or any other interest subsidy or similar payments
made by the Federal government, into the Restricted Revenue Account promptly upon receipt
thereof. The moneys in the Restricted Revenue Account shall be deposited or credited on or
before the 21st day of each month, commencing with the month in which delivery of the Series
2017 Bonds shall be made 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. The Issuer shall deposit into or credit to the Interest
Account the sum which, together with the balance in said Account, shall equal the
interest on all Outstanding Bonds accrued and unpaid and to accrue to the end of the
then current calendar month. Moneys in the Interest Account shall be used to pay
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interest on the Bonds as and when the same become due, whether by redemption or
otherwise, and for no other purpose. The Issuer shall adjust the amount of the deposit
into the Interest Account not later than the month immediately preceding any Interest
Date so as to provide sufficient moneys in the Interest Account to pay the interest on the
Bonds coming due on such Interest Date. Any direct subsidy payments received from
the United States Treasury relating to Direct Subsidy Bonds or any other interest subsidy
or similar payments made by the Federal government shall be used to pay interest on
Bonds issued as Direct Subsidy Bonds.
2. Principal Account. Next, the Issuer shall deposit into or credit to the
Principal Account the sum which, together with the balance in said Account, shall equal
the principal amounts on all Outstanding Bonds due and unpaid and that portion of the
principal next due within one year which would have accrued on said Bonds during the
then current calendar month if such principal amounts were deemed to accrue monthly
(assuming that a year consists of twelve equivalent calendar months of thirty days each)
in equal amounts from the next preceding principal payment due date, or, if there is no
such preceding principal payment due date, from a date one year preceding the due
date of such principal amount. Moneys in the Principal Account shall be used to pay the
principal of the Bonds as and when the same shall mature, and for no other purpose.
The Issuer shall adjust the amount of deposit to the Principal Account not later than the
month immediately preceding any principal payment date so as to provide sufficient
moneys in the Principal Account to pay the principal on Bonds becoming due on such
principal payment date. Payments to the Principal Account shall be on parity with
payments to the Bond Amortization Account.
3. Bond Amortization Account. Commencing in the month which is one
year prior to any Amortization Installment due date, the Issuer shall deposit into or
credit to the Bond Amortization Account the sum which, together with the balance in
said Account, shall equal the Amortization Installments on all Bonds Outstanding due
and unpaid and that portion of the Amortization Installments of all Bonds Outstanding
next due which would have accrued on such Bonds during the then current calendar
month if such Amortization Installments were deemed to accrue monthly (assuming
that a year consists of twelve equivalent calendar months having thirty days each) in
equal amounts from the next preceding Amortization Installment due date, or, if there is
no such preceding Amortization Installment due date, from a date one year preceding
the due date of such Amortization Installment. Moneys in the Bond Amortization
Account shall be used to purchase or redeem Term Bonds in the manner herein
provided, and for no other purpose. The Issuer shall adjust the amount of the deposit
into the Bond Amortization Account not later than the 21St 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.
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Amounts accumulated in the Bond Amortization Account with respect to any
Amortization Installment (together with amounts accumulated in the Interest Account
with respect to interest, if any, on the Term Bonds for which such Amortization
Installment was established) may be applied by the Issuer, on or prior to the sixtieth day
preceding the due date of such Amortization Installment (a) to the purchase of Term
Bonds of the Series and maturity for which such Amortization Installment was
established, at a price not greater than the Redemption Price at which such Term Bonds
may be redeemed on the first date thereafter on which such Term Bonds shall be subject
to redemption, or (b) to the redemption at the applicable Redemption Price of such Term
Bonds, if then redeemable by their terms. The applicable Redemption Price (or principal
amount of maturing Term Bonds) of any Term Bonds so purchased or redeemed shall be
deemed to constitute part of the Bond Amortization Account until such Amortization
Installment date, for the purposes of calculating the amount of such Account. As soon
as practicable after the sixtieth day preceding the due date of any such Amortization
Installment, the Issuer shall proceed to call for redemption on such due date, by causing
notice to be given as provided in Section 3.03 hereof, Term Bonds of the Series and
maturity for which such Amortization Installment was established (except in the case of
Term Bonds maturing on an Amortization Installment date) in such amount as shall be
necessary to complete the retirement of the unsatisfied balance of such Amortization
Installment. The Issuer shall 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 Account. Next, the Issuer shall deposit into or credit to the
Reserve Account and/or any subaccount hereafter created therein a sum sufficient to
maintain therein an amount equal to the applicable Reserve Account Requirement.
Moneys in the Reserve Account (or any subaccount therein) shall be used only for the
purpose of the payment of maturing principal, interest or Amortization Installments on
the Bonds which are secured thereby when the other moneys in the Debt Service Fund
are insufficient therefor, and for no other purpose. However, whenever the moneys on
deposit in the Reserve Account (or any subaccount therein) exceed the applicable
Reserve Account Requirement, such excess shall be withdrawn and deposited into the
Interest Account.
Upon the issuance of any Additional Bonds under the terms, limitations and
conditions as herein provided, the Issuer may, on the date of delivery of such Additional
Bonds, create and establish a separate subaccount in the Reserve Account to secure such
Series of Bonds, and may also establish an applicable Reserve Account Requirement.
Such required sum may be paid in full or in part from the proceeds of such Additional
Bonds.
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Notwithstanding the foregoing provisions, in lieu of the required cash deposits
into the Reserve Account (or any subaccounts therein) , subject to the written consent of
the Insurer or Insurers, if any, the Issuer may, at any time, cause to be deposited into the
Reserve Account (or any subaccounts therein) a surety bond, irrevocable letter of credit,
guaranty or an insurance policy for the benefit of the applicable Bondholders in an
amount equal to the difference between the applicable Reserve Account Requirement
and the sums then on deposit in the Reserve Account and/or subaccount therein. Such
surety bond, irrevocable letter of credit, guaranty or insurance policy shall be payable to
the Paying Agent (upon the giving of notice as required thereunder) on any Interest
Date on which a deficiency exists which cannot be cured by funds in any other fund or
account held pursuant to this Resolution and available for such purpose. Repayment of
draws made from a surety bond, irrevocable letter of credit, guaranty or an insurance
policy provided pursuant to this paragraph, shall be made in accordance with a
Supplemental Resolution.
Whenever the amount in the Reserve Account or any subaccount therein,
together with the other amounts in the Debt Service Fund, are sufficient to fully pay all
applicable Outstanding Bonds in accordance with their terms (including principal or
applicable Redemption Price and interest thereon), the funds on deposit in the Reserve
Account (or any subaccounts therein) may be transferred to the other accounts of the
Debt Service Fund for the payment of such Bonds.
5. Unrestricted Revenue Account. The balance of any moneys after the
deposits required by Sections 4.05(A)(1) through 4.05(A)(4) hereof may be transferred, at
the discretion of the Issuer, to the Unrestricted Revenue Account or to any other
appropriate fund or account of the Issuer and be used for any lawful purpose.
(B) The Issuer, in its discretion, may use moneys in the Principal Account and the
Interest Account to purchase or redeem Bonds coming due on the next principal payment date,
provided such purchase or redemption does not adversely affect the Issuer's ability to pay the
principal or interest coming due on such principal payment date on the Bonds not so purchased
or redeemed.
(C) At least one business day prior to the date established for payment of any
principal of or Redemption Price, if applicable, or interest on the Bonds, the Issuer shall
withdraw from the appropriate account of the Debt Service Fund sufficient moneys to pay such
principal or Redemption Price, if applicable, or interest and deposit such moneys with the
Paying Agent for the Bonds to be paid.
SECTION 4.06 Investments.
The Construction Fund, the Restricted Revenue Account and the Debt Service Fund
shall be continuously secured in the manner by which the deposit of public funds are
authorized to be secured by the laws of the State and the investment policy of the Issuer.
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Moneys on deposit in the Construction Fund, the Restricted Revenue Account and the Debt
Service Fund may be invested and reinvested in Permitted Investments maturing no later than
the date on which the moneys therein will be needed. Any and all income received by the
Issuer from the investment of moneys in each account of the Construction Fund, the Interest
Account, the Principal Account, the Bond Amortization Account, the Reserve Account or any
subaccounts therein (but only to the extent that the amount therein is less than the applicable
Reserve Account Requirement) and the Restricted Revenue Account shall be retained in such
respective Fund or Account unless otherwise required by applicable law. To the extent that the
amount in the Reserve Account or any subaccounts therein is equal to or greater than the
applicable Reserve Account Requirement, any and all income received by the Issuer from the
investment of moneys therein shall be transferred, upon receipt, and deposited into the Interest
Account.
Nothing contained in this Resolution shall prevent any Permitted Investments acquired
as investments of or security for funds held under this Resolution from being issued or held in
book-entry form on the books of the Department of the Treasury of the United States.
SECTION 4.07 Separate Accounts.
The moneys required to be accounted for in each of the foregoing funds and accounts
established herein may be deposited in a single bank account, and funds allocated to the
various funds and accounts established herein may be invested in a common investment 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 and accounts as herein provided.
The designation and establishment of the various funds and accounts in and by this
Resolution shall not be construed to require the establishment of any completely independent,
self-balancing funds as such term is commonly defined and used in governmental accounting,
but rather is intended solely to constitute an earmarking of certain revenues for certain
purposes and to establish certain priorities for application of such revenues as herein provided.
ARTICLE V
SUBORDINATED INDEBTEDNESS,
ADDITIONAL BONDS,AND COVENANTS OF ISSUER
SECTION 5.01 Subordinated Indebtedness.
The Issuer will not issue any other obligations, except under the conditions and in the
manner provided herein, payable from the Pledged Funds or voluntarily create or cause to be
created any debt, lien, pledge, assignment, encumbrance or other charge having priority to or
being on a parity with the lien thereon in favor of the Bonds and the interest thereon. The
Issuer may at any time or from time to time issue evidences of indebtedness payable in whole or
in part out of the Pledged Funds and which may be secured by a pledge of the Pledged Funds;
provided, however, that such pledge shall be, and shall be expressed to be, subordinated in all
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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 or refinancing the Cost of an Additional Project, or the
completion thereof or of the Initial Project of the Issuer, or refinancing Subordinate
Indebtedness.
No such Additional Bonds shall be issued unless the following conditions are complied
with:
(A) There shall have been obtained and filed with the Issuer a statement of the
Finance Director (1) setting forth the amount of the Pledged Revenues which have been
received by the Issuer during the most recent Fiscal Year for which audited financial statements
are available; and (2) stating that the amount of the Pledged Revenues received during the
aforementioned twelve month period equaled at least 1.35 times the Maximum Annual Debt
Service of all Bonds then Outstanding including such proposed Additional Bonds with respect
to which such statement is made (together with Policy Costs). "Policy Costs" means any
repayment or payment obligations due and owing in connection with on any surety bond on
deposit in the Reserve Account. In the event the Act is amended to provide for additional
Pledged Revenues to be distributed to the Issuer, the Issuer may then for the purpose of
determining whether there are sufficient Pledged Revenues to meet the coverage tests specified
in this Section 5.02(A),have the Finance Director assume that such additional Pledged Revenues
were in effect during the applicable Fiscal Year.
For the purposes of the covenants contained in this Section 5.02, Annual Debt Service
with respect to Variable Rate Bonds shall be determined assuming that such obligations bear
interest at the higher of 6.00% per annum or the actual interest rate borne during the month
immediately preceding the date of calculation. The foregoing notwithstanding, for purposes of
calculating Annual Debt Service, any Variable Rate Bonds with respect to which the Issuer has
entered into an interest rate swap or interest rate cap for a notional amount equal to the
principal amount of such variable rate indebtedness shall be treated for purposes of this Section
5.02 as bearing interest at a fixed rate equal to the fixed rate payable by the Issuer under the
interest rate swap, or the capped rate provided by the interest rate cap.
(B) Additional Bonds shall be deemed to have been issued pursuant to this
Resolution the same as the Outstanding Bonds, and all of the other covenants and other
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provisions of this Resolution (except as to details of such Additional Bonds inconsistent
therewith) shall be for the equal benefit, protection and security of the Holders of all Bonds
issued pursuant to this Resolution. All Bonds, regardless of the time or times of their issuance,
shall rank equally with respect to their lien on the Pledged Funds and their sources and security
for payment therefrom without preference of any Bond over any other.
(C) In the event any Additional Bonds are issued for the purpose of refunding any
Bonds then Outstanding, the conditions of this Section 5.02 shall not apply, provided that the
issuance of such Additional Bonds shall not result in an increase in the aggregate amount of
Annual Debt Service on the Outstanding Bonds becoming due in the current Bond Year or in
any subsequent Bond Years. The conditions of Section 5.02(A) hereof shall apply to Additional
Bonds issued to refund Subordinated Indebtedness and to Additional Bonds issued for
refunding purposes which cannot meet the conditions of this paragraph.
SECTION 5.03 Bond Anticipation Notes.
Subject to Sections 5.01 or 5.02 hereof, the Issuer may issue notes in anticipation of the
issuance of Bonds which shall have such terms and details and be secured in such manner, not
inconsistent with this Resolution, as shall be provided by Resolution of the Issuer.
SECTION 5.04 Books and Records.
The Issuer will keep books and records of the receipt of the Pledged Revenues in
accordance with generally accepted accounting principles, and any Holder or Holders of Bonds
shall have the right at all reasonable times to inspect the records, accounts and data of the Issuer
relating thereto.
SECTION 5.05 Annual Audit.
The Issuer shall, within a reasonable amount of time 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. The annual financial
statements shall be prepared in conformity with generally accepted accounting principles. A
copy of the audited financial statements for each Fiscal Year shall be furnished to any Holder of
a Bond who shall have furnished such Holder's address to the Clerk and requested in writing
that the same be furnished to such Holder. The Issuer shall be permitted to make a reasonable
charge for furnishing such audited financial statements.
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SECTION 5.06 No Impairment.
As long as there are Bonds Outstanding hereunder, 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 Collection of Pledged Revenues.
The Issuer covenants to do all things necessary on its part to continue the receipt of the
Pledged Revenues in compliance with the Act and any successor provision of law governing the
same and shall not take or consent to any action that would impair the Issuer's ability to collect
Pledged Revenues at the current rates. The Issuer will proceed diligently to perform legally and
effectively all steps required on its part to receive the Pledged Revenues and shall exercise all
legally available remedies to enforce such collections now or hereafter available under State
law.
SECTION 5.08 Federal Income Tax Covenants;Taxable Bonds.
(A) The Issuer covenants with the Holders of each Series of Bonds (other than
Taxable Bonds) that it shall not use the proceeds of such Series of Bonds in any manner which
would cause the interest on such Series of Bonds to be or become includable in the gross income
of the Holder thereof for federal income tax purposes.
(B) The Issuer covenants with the Holders of each Series of Bonds (other than
Taxable Bonds) that neither the Issuer nor any Person under its control or direction will make
any use of the proceeds of such Series of Bonds (or amounts deemed to be proceeds under the
Code) in any manner which would cause such Series of Bonds to be "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 such Series of 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 each Series of Bonds (other than
Taxable Bonds) that it will comply with all provisions of the Code necessary to maintain the
exclusion of interest on the Bonds from the gross income of the 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.
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ARTICLE VI
DEFAULTS AND REMEDIES
SECTION 6.01 Events of Default.
The following events shall each constitute an "Event of Default:"
(A) The Issuer shall fail to make a payment of the principal of, Amortization
Installment,redemption premium or interest on any Bond when such payment becomes due.
(B) There shall occur the dissolution or liquidation of the Issuer, or the filing by the
Issuer of a voluntary petition in bankruptcy, or the commission by the Issuer of any act of
bankruptcy, or adjudication of the Issuer as a bankrupt, or assignment by the Issuer for the
benefit of its creditors, or appointment of a receiver for the Issuer, or the entry by the Issuer into
an agreement of composition with its creditors, or the approval by a court of competent
jurisdiction of a petition applicable to the Issuer in any proceeding for its reorganization
instituted under the provisions of the Federal Bankruptcy Act, as amended, or under any
similar act in any jurisdiction which may now be in effect or hereafter enacted.
(C) The Issuer shall default in the due and punctual performance of any other of the
covenants, conditions, agreements and provisions contained in the Bonds or in this Resolution
on the part of the Issuer to be performed, and such default shall continue for a period of thirty
days after written notice of such default shall have been received from the Holders of not less
than twenty-five percent (25%) of the aggregate principal amount of Bonds Outstanding or the
Insurer of such amount of Bonds. Notwithstanding the foregoing, the Issuer shall not be
deemed in default hereunder if such default can be cured within a reasonable period of time
and if the Issuer in good faith institutes curative action and diligently pursues such action until
the default has been corrected.
SECTION 6.02 Remedies.Any Holder of Bonds issued under the provisions of this
Resolution or any trustee or receiver acting for such Bondholders may either at law or in equity,
by suit, action, mandamus or other proceedings in any court of competent jurisdiction, protect
and enforce any and all rights under the laws of the State, or granted and contained in this
Resolution, and may enforce and compel the performance of all duties required by this
Resolution or by any applicable statutes to be performed by the Issuer or by any officer thereof.
The Holder or Holders of Bonds in an aggregate principal amount of not less than
twenty-five percent (25%) of the Bonds then Outstanding may by a duly executed certificate in
writing appoint a trustee for Holders of Bonds issued pursuant to this Resolution with authority
to represent such Bondholders in any legal proceedings for the enforcement and protection of
the rights of such Bondholders 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
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the Issuer and the trustee and notice of appointment shall be given to all Holders of Bonds in
the same manner as notices of redemption are given hereunder. After the appointment of the
first trust hereunder, no further trustees may be appointed; however, the Holders of a majority
in aggregate principal amount of all the Bonds then Outstanding may remove the trustee
initially appointed and appoint a successor and subsequent successors at any time.
SECTION 6.03 Directions to Trustee as to Remedial Proceedings.The Holders of a
majority in principal amount of the Bonds then Outstanding (or any Insurer insuring any then
Outstanding Bonds who is not in default in the performance of any of its obligations under its
Insurance Policy) have the right, by an instrument or concurrent instruments in writing
executed and delivered to the trustee, to direct the method and place of conducting all remedial
proceedings to be taken by the trustee hereunder, provided that such direction shall not be
otherwise than in accordance with law or the provisions hereof, and that the trustee shall have
the right to decline to follow any such direction which in the opinion of the trustee would be
unjustly prejudicial to Holders of Bonds not parties to such direction.
SECTION 6.04 Remedies Cumulative.
No remedy herein conferred upon or reserved to the Bondholders is intended to be
exclusive of any other remedy or remedies, and each and every such remedy shall be
cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter
existing at law or in equity or by statute.
SECTION 6.05 Waiver of Default.No delay or omission of any Bondholder to
exercise any right or power accruing upon any default shall impair any such right or power or
shall be construed to be a waiver of any such default, or an acquiescence therein; and every
power and remedy given by Section 6.02 of this Resolution to the Bondholders may be exercised
from time to time, and as often as may be deemed expedient.
SECTION 6.06 Application of Moneys After Default.If an Event of Default shall
happen and shall not have been remedied, the Issuer or a trustee or receiver appointed for the
purpose shall apply all Pledged Funds as follows and in the following order:
(A) To the payment of the reasonable and proper charges, expenses and liabilities of
the trustee or receiver, Registrar and Paying Agent hereunder; and
(B) To the payment of the interest and principal or Redemption Price, if applicable,
then due on the Bonds, as follows:
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;
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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 as Amortization
Installments upon mandatory redemption prior to maturity (other than Bonds called for
redemption for the payment of which moneys are held pursuant to the provisions of
Section 8.01 of this Resolution), in the order of their due dates, with interest upon such
Bonds from the respective dates upon which they became due, and, if the amount
available shall not be sufficient to pay in full Bonds due on any particular date, together
with such interest, then to the payment first of such interest, ratably according to the
amount of such interest due on such date, and then to the payment of such principal,
ratably according to the amount of such principal due on such date, to the Persons
entitled thereto without any discrimination or preference; and
THIRD: to the payment of the Redemption Price of any Bonds called for
optional redemption pursuant to the provisions of this Resolution.
ARTICLE VII
SUPPLEMENTAL RESOLUTIONS
SECTION 7.01 Supplemental Resolutions without Bondholders' Consent.
The Issuer, from time to time and at any time, may adopt such Supplemental
Resolutions without the consent of the Bondholders (which Supplemental Resolutions shall
thereafter form a part hereof) for any of the following purposes:
(A) To cure any ambiguity or formal defect or omission or to correct any inconsistent
provisions in this Resolution or to clarify any matters or questions arising hereunder.
(B) To grant to or confer upon the Bondholders any additional rights, remedies,
powers, authority or security that may lawfully be granted to or conferred upon the
Bondholders.
(C) To add to the conditions, limitations and restrictions on the issuance of Bonds
under the provisions of this Resolution other conditions, limitations and restrictions thereafter
to be observed.
(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.
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(F) To change or modify the description of the Initial Project or any Additional
Project.
(G) To specify and determine matters necessary or desirable for the issuance of
Variable Rate Bonds.
(H) To make any other change that, in the reasonable opinion of the Issuer, would
not materially adversely affect the security for the Bonds.
SECTION 7.02 Supplemental Resolutions with Bondholders' Consent.Subject to the
terms and provisions contained in this Section 7.02 and Sections 7.01 and 7.03 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
Resolutions hereto as shall be deemed necessary or desirable by 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, however, that if such
modification or amendment will, by its terms, not take effect so long as any Bonds of any
specified Series or maturity remain Outstanding, the consent of the Holders of such Bonds shall
not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any
calculation of Outstanding Bonds under this Section 7.02. Any Supplemental Resolution which
is adopted in accordance with the provisions of this Section 7.02 shall also require the written
consent of the Insurer of any Bonds which are Outstanding at the time such Supplemental
Resolution shall take effect. No Supplemental Resolution may be approved or adopted which
shall permit or require (A) an extension of the maturity of the principal of or the payment of the
interest on any Bond issued hereunder, (B) reduction in the principal amount of any Bond or
the Redemption Price or the rate of interest thereon, (C) the creation of a lien upon or a pledge
of other than the lien and pledge created by this Resolution which adversely affects any
Bondholders, (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 adoption of such Supplemental Resolution and the form of consent
to such adoption to be mailed, postage prepaid, to all Bondholders at their addresses as they
appear on the registration books. Such notice shall briefly set forth the nature of the proposed
Supplemental Resolution and shall state that copies thereof are on file at the offices of the Clerk
and the Registrar for inspection by all Bondholders. The Issuer shall not,however,be subject to
any liability to any Bondholder by reason 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.
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Whenever the Issuer shall deliver to the Clerk an instrument or instruments in writing
purporting to be executed by the Holders of not less than a majority in aggregate principal
amount of the Bonds then Outstanding, which instrument or instruments shall refer to the
proposed Supplemental Resolution described in such notice and shall specifically consent to
and approve the adoption thereof in substantially the form of the copy thereof referred to in
such notice, thereupon, but not otherwise, the Issuer may adopt such Supplemental Resolution
in substantially such form, without liability or responsibility to any Holder of any Bond,
whether or not such Holder shall have consented thereto.
If the Holders of not less than a majority in aggregate principal amount of the Bonds
Outstanding at the time of the adoption of such Supplemental Resolution shall have consented
to and approved the adoption thereof as herein provided,no Holder of any Bond shall have any
right to object to the adoption of such Supplemental Resolution, or to object to any of the terms
and provisions contained therein or the operation thereof, or in any manner to question the
propriety of the adoption thereof, or to enjoin or restrain the Issuer from adopting the same or
from taking any action pursuant to the provisions thereof.
Upon the adoption of any Supplemental Resolution pursuant to the provisions of this
Section 7.02, this Resolution shall be deemed to be modified and amended in accordance
therewith, and the respective rights, duties and obligations under this Resolution of the Issuer
and all Holders of Bonds then Outstanding shall thereafter be determined, exercised and
enforced in all respects under the provisions of this Resolution as so modified and amended.
SECTION 7.03 Supplemental Resolutions with Insurer's Consent in lieu of
Bondholders' Consent.Notwithstanding any provisions of Section 7.02 above to the contrary, if
the Insurer of a particular Series of Bonds is not then in default in the performance of any of its
obligations under its Insurance Policy, the approvals, consents and notifications required by
Section 7.02 above to be given by or to the Holders of the Bonds, as the case may be, subject to
such Insurance Policy shall be given solely by or to the Insurer, as the case may be, and the
instrument contemplated by Section 7.02 above shall be executed solely by the Insurer and the
Holders of the Bonds subject to such Insurance Policy shall have no right to receive such
notification or give such approvals and consents or to execute such certificate except that the
adoption of Supplemental Resolutions that would have any of the effects described in (A)
through(E) in Section 7.02 above shall require the approval and consent of all Holders of Bonds
then Outstanding and the Insurer.
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 interest due or to become due thereon, at the times and in the mariner 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
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void and be discharged and satisfied. In such event, the Paying Agents shall pay over or
deliver to the Issuer all money or securities held by them pursuant to this Resolution which are
not required for the payment or redemption of Bonds not theretofore surrendered for such
payment or redemption.
Any Bonds or interest installments appertaining thereto, whether at or prior to the
maturity or redemption date of such Bonds, shall be deemed to have been paid within the
meaning of this Section 8.01 if (A) in case any such Bonds are to be redeemed prior to the
maturity thereof, there shall have been taken all action necessary to call such Bonds for
redemption and notice of such redemption shall have been duly given or provision shall have
been made for the giving of such notice, and (B) there shall have been deposited in irrevocable
trust with a banking institution or trust company by or on behalf of the Issuer either moneys in
an amount which shall be sufficient, or Federal Securities the principal of and the interest on
which when due will provide moneys which, together with the moneys, if any, deposited with
such bank or trust company at the same time shall be sufficient, to pay the principal of or
Redemption Price, if applicable, and interest due and to become due on said Bonds on and prior
to the redemption date or maturity date thereof, as the case may be. Except as hereafter
provided, neither the Federal Securities nor any moneys so deposited with such bank or trust
company nor any moneys received by such bank or trust company on account of principal of or
Redemption Price, if applicable, or interest on said Federal Securities shall be withdrawn or
used for any purpose other than, and all such moneys shall be held in trust for and be applied
to, the payment, when due, of the principal of or Redemption Price, if applicable, of the Bonds
for the payment or redemption of which they were deposited and the interest accruing thereon
to the date of maturity or redemption; provided, however, the Issuer may substitute new
Federal Securities and moneys for the deposited Federal Securities and moneys if the new
Federal Securities and moneys are sufficient to pay the principal of or Redemption Price, if
Y pY P
applicable, and interest on the Refunded Bonds.
For purposes of determining whether Variable Rate Bonds shall be deemed to have been
paid prior to the maturity or redemption date thereof, as the case may be, by the deposit of
moneys, or specified Federal Securities and moneys, 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 specified
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 9.01, such excess shall be
paid to the Issuer free and clear of any trust, lien, pledge or assignment securing the Bonds or
otherwise existing under this Resolution.
In the event the Bonds for which moneys are to be deposited for the payment thereof in
accordance with this Section 8.01 are not by their terms subject to redemption within the next
succeeding sixty (60) days, the Issuer shall cause the Registrar to mail a notice to the Holders of
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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 Supplemental Resolution of the Issuer.
SECTION 8.03 Preliminary Official Statement.The Issuer hereby authorizes the
preparation of a Preliminary Official Statement for the purpose of marketing the Series 2017
Bonds. The form of such Preliminary Official Statement shall be approved by Supplemental
Resolution.
SECTION 8.04 Capital Appreciation Bonds.For the purposes of (i) receiving
payment of the redemption price of a Capital Appreciation Bond if redeemed prior to maturity,
(ii) receiving payment if the principal of all Bonds is declared immediately due and payable, (iii)
computing Annual Debt Service, and (iv) computing the amount of Holders required for any
notice, consent, request or demand hereunder for any purpose whatsoever, the principal
amount of a Capital Appreciation Bond shall be deemed to be its Compounded Amount.
SECTION 8.05 General Authority.The members of the City Commission and the
Issuer's officers, attorneys and other agents and employees are hereby authorized to perform all
acts and things required of them by this Resolution or desirable or consistent with the
requirements hereof for the full, punctual and complete performance of all of the terms,
covenants and agreements contained in the Bonds and this Resolution, and they are hereby
authorized to execute and deliver all documents which shall be required by Bond Counsel or
the initial purchasers of the Bonds to effectuate the sale of the Bonds to said initial purchasers.
SECTION 8.06 No Third Party Beneficiaries.Except such other Persons as may be
expressly described herein or in the Bonds, nothing in this Resolution or in the Bonds,
expressed or implied, is intended or shall be construed to confer upon any Person, other than
the Issuer and the Holders, any right, remedy or claim, legal or equitable, under and by reason
of this Resolution or any provision hereof, or of the Bonds, all provisions hereof and thereof
being intended to be and being for the sole and exclusive benefit of the Issuer and the Persons
who shall from time to time be the Holders.
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SECTION 8.07 No Personal Liability.Neither the members of the City Commission,
any employees 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 8.08 Severability of Invalid Provisions.If any one or more of the
covenants, agreements or provisions of this Resolution shall be held contrary to any express
provision of law or contrary to the policy of express law, though not expressly prohibited, or
against public policy, or shall for any reason whatsoever be held invalid, then such covenants,
agreements or provisions shall be null and void and shall be deemed separable from the
remaining covenants, agreements and provisions of this Resolution and shall in no way affect
the validity of any of the other covenants, agreements or provisions hereof or of the Bonds
issued hereunder.
SECTION 8.09 Repeal of Inconsistent Resolutions.All resolutions or parts or
resolutions in conflict herewith are hereby repealed to the extent of such conflict.
[Remainder of page intentionally left blank]
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SECTION 8.10 Effective Date.This Resolution shall become effective immediately
upon its adoption as provided by law.
Passed and Adopted thisa/'ay of March, 2017, at a regular meeting duly called and
held.
CITY COMMISSION OF THE CITY OF
OCOEE,FLORIDA
(SEAL) 1,.._,Rusty Jo .4i Mayor
ATTEST:
ce
Kathy He•gid,Deputy City Clerk
APPROVED AS TO FORM AND APPROVED BY THE OCOEE CITY
LEGALITY FOR THE USE AND COMMISSION AT A MEETING HELD ON
RELIANCE OF THE CITY OF OCOEE, MARCH 21, 2017 UNDER AGENDA ITEM
FLORIDA, ONLY, THIS 2151_ DAY OF NO._IC0.) .
MARCH,2017.
SHUFFIELD, LOWMAN&WILSON,P.A.
SCOTT •OKSr w ATT, ',..b. Y
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